DIVISION 5 WATER COURT-MAY 2011 RESUME 1. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW64 SUMMIT COUNTY-SWAN RIVER. 1. Name and Address of Applicant: Peter Janes and Patricia Janes, P.O. Box 4147, Breckenridge, Colorado 80424 c/o Mark Richmond, Richmond, Sprouse & Murphy, LLC, P.O. Box 280, Frisco, CO 80443 (970)668-0176, Application For Finding Of Due Diligence. 2. Well Permit: SE-65, Well Permit Number 038380-F. 3. Conditional Water Right: Required Description: Summit County, Lot 65, Summit Estates Filing 4, in the SW ¼ of the SW ¼ of Section 16, T6S, R77W of the 6th P.M. at a point approximately 285 feet from the South section line and approximately 1960 feet from the West section line. Street Address: 2734 Estates Drive, Breckenridge, Colorado 80424. Subdivision: Summit Estates, Lot 65, Filing No. 4. 4. Source: Alluvium and fractured bedrock tributory to the Swan River. 5. Date of Appropriation: October 30, 1989. 6. How Appropriation was initiated: Appropriation date awarded by the Decree entered March 28, 1991 in Case No. 90C245, Water Division No. 5. Subsequent decrees awarding findings of diligence: Ruling of Referee in Water Division No. 5, Case No. 03CW 175, May 5, 2005. 7. Amount Claimed: 0.033 c.f.s. (15 g.p.m.) conditional. 8. Use: residential for in-house domestic. 9. Names(s) and address(es) of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored: Applicant is the owner of the land on which the conditional water right is located. 10. Remarks: Copies of Well Permit, Order of the State Engineer, Permit Application Form, letter from the Office of the State Engineer and USGS topographical maps are included in the Application (14 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 2. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW65 GRAND COUNTY - COLORADO RIVER. The Town of Kremmling, Colorado, PO Box 538, Kremmling, CO 80459 (970) 724-3249. Stanley W. Cazier, Cazier, McGowan & Walker, P.O. Box 500, Granby, Colorado 80446, (970)887-3376. APPLICATION FOR FINDING OF REASONABLE DILIGENCE. Name of structure: Jones Reservoir No. 2, Second Enlargement, Refill Right, Location :The Reservoir is located in parts of NE1/4,SE1/4,SW1/4 of SE1/4 of Section 10, Township 1 North, Range 81 West. Source: South Fork of Sheep Creek.. Date of Appropriation: 3/17/2004.. Decreed: 5/9/2005. Case: 04CW048. Amount: 139.07 acre feet, conditional. Use: All municipal uses, including domestic, mechanical, manufacturing, generation of electric power, fire protection, use for sewage treatment, street sprinkling, water of parks, lawns and grounds, maintaining adequate storage reserves, irrigation, replacement , adjustment and regulation of the Town of Kremmling water supply system within themselves and with other water users. The application contains a detailed outline of the work performed during the diligence period. (8 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 3. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW66 (02CW65) MESA COUNTY- WEST SALT CREEK TRIBUTARY TO THE COLORADO RIVER. Donald Kerns; 1685 Arroyo Ct.; Mack, CO 81525 (970)858-6580; William Kern; 1690 Arroyo Ct.; Mack, Colorado 8125 (970)858-2096; Herbert Smith; 744 M .8 Rd.; Mack, CO 81525 (970)858-0583 and Douglas Brown; 731 M .8 Rd.; Mack, CO 81525 (970)858-1128. Loralee Pumping Station-Application for Finding of Reasonable Diligence and to Make Absolute in Part. Location: NW¼NW¼ of Sec. 29, T.9S., R.103W. of the 6th P.M. 700 ft. from the north sec. line and 50 ft. from the west sec. line. Appropriation: Dec. 17, 1976. Amount: 0.86 cfs, absolute for irrigation, livestock, fish and recreation uses and 4.14 cfs, conditional, for irrigation, fish propagation, recreation, livestock and domestic purposes. An outline of work performed during the diligence period is included in the application. Name and address of owner of land upon which structure is located-BLM; 2815 H Rd.; Grand Junction, CO 81506.(9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601.

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4. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW68 GARFIELD COUNTY. ROARING FORK RIVER ALLUVIUM. Philip L. & Sally A. Miller, c/o Patrick, Miller & Kropf, P.C., 730 E. Durant Ave., Suite 200, Aspen, CO 81611, (970) 920-1028. APPLICATION FOR FINDING OF REASONABLE DILIGENCE. First Claim. Structure: O’Leary Well No. 1. Type: Well. Permit No. 042712-F. Description of conditional water right: Date of original decree: January 12, 1982. Case No.: 81CW137, Division 5 Water Court. Subsequent diligence decrees: 03CW196, May 16, 2005; 96CW149, September 4, 1997; 89CW265, May 1, 1990; 85CW592, August 26, 1986. Decreed legal description: In Garfield County in the NE¼ of the NE¼ of Section 25, Township 7 South, Range 88 West of the 6th P.M. at a point which is 500 feet South of the North section line and 600 feet West of the East section line of said Section 25. The address for the property on which the well is located and where the water is used is 5347 County Road 100, Carbondale, CO. Source: A well having a depth of 300 feet, and being tributary to the Roaring Fork River, tributary to the Colorado River. Appropriation date: April 7, 1976. Amount: 0.033 c.f.s. (15 gpm). Use: Domestic use in up to two single-family dwellings, fire protection and livestock watering purposes, and for the irrigation of one acre of home lawns and gardens. A detailed outline of work toward completion of the appropriation is included with the application. General description of place of use: 5347 Cuonty Road 100, Carbondale, CO. Applicants propose to irrigation one acre within the parcel shown in Exhibit C. Applicants own the land on which the structure is located. (11 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 5. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW69 APPLICATION FOR FINDING OF REASONABLE DILIGENCE. 1. Name, mailing address, email address and telephone number of Applicant: Dotsero Ranch Property Owners Association c/o Kurt Vogelman, President P.O. Box 806 Edwards, CO 81632. (970) 949-4138 kurt@vogelmanwest.com. Please direct all pleadings and correspondence to Applicant’s counsel, c/o Meghan N. Winokur, Esq. and Kylie J. Crandall, Esq. Holland & Hart LLP, 555 17th Street, Suite 3200, Denver, CO 80202, 303-295-8390, mwinokur@hollandhart.com; kjcrandall@hollandhart.com. 2. Name of Structures: Vogelman Well No. 1, Vogelman Well No. 2, Vogelman Well No. 3/Infiltration Gallery, Vogelman Pump and Pipeline, and Vogelman Pond. These structures may be referred to collectively as the “Subject Water Rights.” 3. Information from Previous Decrees for the Subject Water Rights: A. Date of Original Decree: October 19, 1998, Case No. 97CW282, District Court, Water Division 5. B. A subsequent decree awarding a finding of reasonable diligence was entered in Case No. 04CW178 by decree dated May 2, 2005. 4. Vogelman Well No. 1. A. Location: As decreed in Case No. 99CW35, Water Division No. 5, the location is the NE¼ SE¼, Section 4, Township 5 South, Range 86 West 6th P.M., at a point 1550 feet from the South line and 1000 feet from the East line of said Section 4. In Case No. 00CW40, Vogelman Well No. 1 was decreed an alternate point of diversion at the Vogelman Well No. 3/Infiltration Gallery (described in paragraph 6 below). A USGS map showing the location of Vogelman Well No. 1 is attached to the Application (as supplemented) as Exhibit A. B. Source: Alluvial aquifer tributary to the Eagle River, tributary to the Colorado River. C. Appropriation Date: September 17, 1997. D. Amount: 25 gpm, conditional, up to 14.5 acre feet annually under any combination of the Vogelman Well Nos. 1, 2 and/or 3. E. Decreed Use: irrigation; domestic use in up to ten dwelling units; domestic and commercial for 60,000 square feet of commercial space; fill and refill Vogelman Pond continuously when in priority for the decreed uses and to replace pond evaporation. F. Well Depth: 100 feet (not constructed; depth estimated in 2011). 5. Vogelman Well No. 2. A. Location: In the NE¼ SE¼, Section 4, Township 5 South, Range 86 West 6th P.M., at a point 2300 feet from the South line and 1200 feet from the East line of said Section 4. In Case No. 00CW40, Vogelman Well No. 2 was decreed an alternate point of diversion at the Vogelman Well No. 3/Infiltration Gallery (described in paragraph 6 below). The location of Vogelman Well No. 2 is shown on Exhibit A. B. Source: Alluvial aquifer tributary to the Eagle River, tributary to the Colorado River. C. Appropriation Date: September 17, 1997. D. Amount: 25 gpm, conditional, up to 14.5 acre feet annually under any combination of the Vogelman Well Nos. 1, 2 and/or 3. E. Decreed Use: irrigation; domestic use in up to ten dwelling units; domestic and commercial for 60,000 square feet of commercial space; fill and refill Vogelman Pond continuously when in priority for the decreed uses and to replace pond evaporation. F. 100 feet (not constructed; depth estimated in 2011). 6. Vogelman Well No. 3/Infiltration Gallery A. Location: In the NE¼ SE¼, Section 4, Township 5 South, Range 86 West 6th P.M., at a point 1350 feet from the South line and 1200 feet from the East line of said Section 4. In Case No. 00CW40, Vogelman Well No. 3 was decreed as an alternate point of diversion for the Vogelman Well Nos. 1 and 2. The location of Vogelman Well No. 3/Infiltration Gallery is shown on Exhibit A. B. Source: Alluvial aquifer tributary to the Eagle River, tributary to the Colorado River. C. Appropriation Date: September 17, 1997. D. Amount: 25 gpm, conditional, up to 14.5 acre feet annually under any combination of the Vogelman Well Nos. 1, 2 and/or 3. E. Decreed Use: irrigation; domestic use in up to ten dwelling units; domestic and commercial for 60,000 square feet of commercial space; fill and refill Vogelman Pond continuously when in priority for

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the decreed uses and to replace pond evaporation. F. Well Depth: 10 feet. 7. Vogelman Pump and Pipeline. A. Location: In the NE¼ SE¼, Section 4, Township 5 South, Range 86 West 6th P.M., at a point 1350 feet from the South line and 1200 feet from the East line of said Section 4. The location of Vogelman Pump and Pipeline is shown on Exhibit A. B. Source: Eagle River, tributary to the Colorado River. C. Appropriation Date: September 17, 1997. D. Amount: 0.25 cfs, conditional. E. Decreed Use: to fill Vogelman Pond for application to domestic, commercial, irrigation, fire protection, aesthetic, and augmentation uses associated with the Dotsero Ranch PUD; and to refill the pond continuously when in priority for said uses and to replace pond evaporation. 8. Vogelman Pond A. Location of dam: In the NE¼ SE¼, Section 4, Township 5 South, Range 86 West 6th P.M., at a point 1900 feet from the South line and 950 feet from the East line of said Section 4. The location of Vogelman Pond is shown on Exhibit A. B. Source: Eagle River or alluvium, tributary to the Colorado River. C. Appropriation Date: September 17, 1997. D. Amount: 6.8 acre feet, conditional. E. Decreed Use: irrigation; domestic, commercial, fire protection, aesthetic, and augmentation. The pond may be filled and refilled continuously when in priority for application to these beneficial uses, and to replace pond evaporation. 9. Integrated System. The Subject Water Rights are part of an integrated water project and system for Dotsero Ranch PUD. See decree in Case No. 04CW178, Conclusions of Law 7. “When a project or integrated system is comprised of several features, work on one feature shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system.” C.R.S. § 37-92-301(4)(b). 10. Evidence of Reasonable Diligence: During the applicable diligence period, Applicant has taken steps to diligently develop the Subject Water Rights, including, without limitation, the following: A. The infrastructure for the water system has been installed, which includes irrigation pipelines and pipelines to the five lots within the Dotsero Ranch PUD. B. Applicant has performed maintenance on Vogelman Well No. 3/Infiltration Gallery, which is also a decreed alternate point of diversion for Vogelman Well Nos. 1 and 2. C. Since July 2006, Applicant has diverted water from Vogelman Well No. 3/Infiltration Gallery and placed such water to beneficial use in an office building located within the Dotsero Ranch PUD. D. Applicant has maintained the water service contract with the Colorado River Water Conservation District for augmentation of the Subject Water Rights. The augmentation plan was decreed in Case No. 97CW282, as amended by the decrees in Case Nos. 99CW035 and 00CW40. E. Efforts to sell lots within the Dotsero Ranch PUD have continued, and certain of the lots have been leased. F. Applicant has expended money for professional consulting fees relating to the Subject Water Rights. G. The Subject Water Rights continue to be necessary for the Dotsero Ranch PUD and Applicant has no intention to abandon them. 11. Name and address of the land upon which any new diversion or storage structure or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored: Applicant. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 6. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW70 EAGLE COUNTY. RED CREEK, TRIBUTARY TO GYPSUM CREEK, TRIBUTARY TO EAGLE RIVER. Application for Cond. Water Rights. Applicants: Barbara F. & Richard E. Wenninger, c/o Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, CO 81602, 970-945-6546. Structure: Wenninger Hydropower Diversion. Type: Hydropower Diversion. Legal Description of pt. of Diversion: Sec. 32, T. 6 S., R. 84 W., 6th P.M., at a pt. 50 ft. from the S. Sec. line and 2550 ft. from the E. Sec. line of said Sec. 32. Approp Date: 8/10/2010, by formation of intent to appropriate together with field investigations and construction of diversion and delivery pipeline. Uses: Power generation. Amt: 2.0 cfs, cond. Ownership: The headgate for the diversion structure and a portion of the pipe to convey the subject water right are located on property owned by Red  Creek  Ranch,  a  sole proprietorship c/o Carol Collins with an address of 1115 Hornsilver Dr., Vail, CO 81657. The hydropower turbine where the subject water rt. will be placed to beneficial use and the pt. at which the subject water rt. will be returned to Red Creek are located on property owned by Applicants. Remarks: In Case No. 06CW245, the Applicants were granted a 3.0 cfs water rt. to be diverted via the Red Creek Ditch. The nonconsumptive water rt. requested herein will be diverted at the same headgate used for the Red Creek Ditch, but will be separately measured following diversion to ensure proper administration. A map (Exhibit A) depicting the location of the pt. of diversion and the proposed place of use and a map (Exhibit B) depicting the location of the property are attached to the application on file with the court. (5 pgs). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601.

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7. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW71(04CW111) GARFIELD COUNTY-FOUR MILE CREEK, TRIBUTARY TO THE ROARING FORK, TRIBUTARY TO THE COLORADO RIVER. Lynette E. O’Kane & Gordon W. Jacober; P.O. Box 201; Glenwood Springs, CO 81602 (970)319-5616. Jacober/O’Kane-Pump-Application For Finding of Reasonable Diligence and to Make Absolute in Part. Location: NE¼NE¼ of Sec. 9; T.7S. R.89W. of the 6th P.M. 1,285.85 ft. from the north sec. line and 140.92 ft. from the east sec. line. Appropriation: June 14, 2004. Amount. 0.6 cfs, conditional for irrigation, livestock watering, fire suppression, recreation, hydro-electric and aesthetic purposes; 0.4 cfs, absolute for irrigation and livestock watering. An outline of work completed during the diligence period is included in the application. (8 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 8. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW74 MESA COUNTY; Application for Findings of Reasonable Diligence; Name, address and telephone number of Applicant: Town of Palisade, please direct all correspondence to: Sherry A. Caloia, LLC, 1204 Grand Ave., Glenwood Springs, CO 81601, (970) 945-6067, megeiger@caloia.net; Name of structures: Palisade Reservoirs 4 and 5; Prior Decrees Entered by this Court: Case Nos. 89CW89; 97CW235 and 04CW88; Description of conditional water rights: Palisade Reservoir No. 4: Located at a point whence the SW corner of Sec 28, T 11 S, R 97 W of the 6th p.m. bears South 59˚ West a distance of 1,313 feet, also described as being 1180 feet from the west sec line and 711 feet from the south sec line of said Sec 28, Mesa County, Colorado; Palisade Reservoir No. 5: Located at a point whence the South ¼ corner of Sec 28, T 11 S, R 97 W of the 6th p.m. bears South 51˚35’ West a distance of 583 feet, also described as being 2180 feet from the east sec line and 376 feet from the south sec line of said Sec 28, Mesa County, Colorado. Source (both reservoirs): Cottonwood Creek, trib to Rapid Creek, trib to Colorado River. Appropriation date: March 28, 1989 (both reservoirs). Amount: Palisade Reservoir No. 4: 50 a.f.; Palisade Reservoir No. 5: 165 a.f.; Use :Municipal, irrigation, domestic, industrial, agricultural, and fire protection uses. Max height of dam:Palisade Reservoir No. 4: 17 feet, Palisade Reservoir No. 5: 16 feet, Length of dams: 750 feet for both reservoirs. Active Capacity: Palisade Reservoir No. 4: 45 acre feet, Palisade Reservoir No. 5: 165 acre feet., Legal Description of Acreage to be irrigated: Land within the present and future service area of Applicant in or near Sections 3 through 10, T 10 S, R 97 W of the 6th P.M. and Sections 1 through 4 and 9 through 12, T 11 S, R 97 W of the 6th P.M. Owner of land upon which reservoirs are or will be located: Applicant. The Application contains a detailed outline of what has been done toward completion of these appropriations and application of water to beneficial use as conditionally decreed. (5 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 9. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW75 APPLICATION FOR WATER RIGHTS (SURFACE); EAGLE COUNTY. 1. Name, address, telephone number of applicant: United States of America, Department of the Interior, Bureau of Land Management, Colorado River Valley Field Office, c/o Kristen C. Guerriero, Special Assistant United States Attorney, Office of the Solicitor, Department of the Interior, Rocky Mountain Region, 755 Parfet St., Suite 151, Lakewood, CO 80215. Telephone (303) 231-5353, extension 552 2. Name of structure: Hernage Creek Spring 3. Legal description of each point of diversion: Located on public lands in the NW/4 SW/4 Section 21, T5S R84W, Sixth P.M., approximately 2,075 feet north of the south section line and 800 feet east of the west section line. 343576mE 4385046mN, NAD 83, Zone 13 4. Source: Unnamed tributary to Hernage Creek/Abrams Creek/Brush Creek/Eagle River/Colorado River 5. A. Date of appropriation: 2/21/2002 B. How appropriation was initiated: BLM acquired the land on which the spring is located in a land exchange and commenced management of the acquired land under multiple use principles as prescribed by the Federal Land Policy and Management Act. C. Date water applied to beneficial use: 2/21/2002 6. Amount claimed: 0.011 cfs, absolute 7. Uses: Livestock and wildlife. The spring provides water for a herd of up to 581 cattle on the East Hardscrabble Grazing Allotment. The spring also provides wildlife water, cover, and forage for elk, deer, bear, small mammals, and

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birds. 8.Name and address of owner of land on which point of diversion and place of use is located: United States Department of the Interior, Bureau of Land Management, Colorado River Valley Field Office, 2300 River Frontage Road, Silt, CO 81652. (4 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 10. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW76 EAGLE COUNTY. SOURCE: BRUSH CREEK AND EAGLE RIVER, TRIB. COLORADO RIVER. Application for Change of Water Rights of Robert Bank and Lesley Wilder. Counsel for Applicants, Sara M. Dunn, Balcomb & Green, P.C., Drawer 790, Glenwood Springs, CO 81602 (970) 945-6546. Structure for Which Change is Sought: Lower Rule Ditch, originally decreed on 3/5/1901 in CA385, Eagle Cty Dist. Ct. Approp. Date: Spring 1884, Amt and Use: 0.80 cfs for irr. of 40 acres. Legal Descpt: W. bank Brush Creek, whence SE corner of NE1/4 Sec. 6 T5S, R84W, 6PM bears S. 73 deg. W. 319 ft. PLSS location: SW1/4 NW1/4 Sec. 5, T5S, R84W, 6PM, 2438 ft. from N. Sec. Line, 624 ft. from W. Sec. Line of Sec. 5. Source: Brush Creek. Historical Use: The Lower Rule Ditch diverts on property owned by Green Acres Mobile Home Park, LLC and irrigates the Ralph and Sherrie Seago Property, the Bank Property and the Arlan Moore Property. Proposed Change: Applicants request an alternate point of diversion for their interest in the Lower Rule Ditch to a location on the Eagle River, downstream of the confluence with Brush Creek. Bank-Wilder Pump Station Amt: 0.0375 c.f.s. Location: SE1/4 NW1/4 Sec. 6, T5S, R84W, 6PM 1859 ft. from N. Sec. Line, 2565 ft. from W. Sec. Line, Sec. 6. Applicants’ type of use, place of use and time of use of their interest in the Lower Rule Ditch water rights will not change. Applicants will utilize the alternate points of diversion when water is legally and physically available at the original point of diversion. Applicants reserve the right to divert their water through the original point of diversion when water is legally and physically available and the alternate points of diversion are not operating. (5 pgs. 3 ex.) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 11. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW77 APPLICATION FOR FINDING REASONABLE DILIGENCE AND TO MAKE ABSOLUTE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF THE EAGLE PARK RESERVOIR COMPANY. IN EAGLE, SUMMIT, GRAND, PITKIN, AND GARFIELD COUNTIES, COLORADO. DISTRICT COURT, WATER DIVISION NO. 5, STATE OF COLORADO, 109 8th Street, Suite 104, Glenwood Springs, CO 81601. 1. Name and address of applicant: Eagle Park Reservoir Company (the “Applicant”), 846 Forest Road, Vail, Colorado 81657. Copies of all pleadings to: Glenn E. Porzak, Kevin J. Kinnear, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302, 303-443-6800. 2. Name of structures: Pando Feeder Canal and East Fork Pumping Plant. 3. Description of conditional water rights: Applicant is the owner of two conditional water rights – 80 cfs of the conditional Pando Feeder Canal water right, and the conditional East Fork Pumping Plant Exchange, described below. Diligence for the conditional Pando Feeder Canal water right is due at the end of May, 2011, and diligence for the East Fork Pumping Plant Exchange is due by the end of May, 2012. Applicant is including both conditional water rights in this application in order to combine their diligence timelines for future applications. A map of the Eagle Park Reservoir and related facilities in attached. A. Pando Feeder Canal. 1. Original and subsequent decrees: Originally decreed by the Eagle County District Court in Civil Action No. 1193. Findings of diligence, continuing the subject water right in full force and effect, were made in Case Nos. W-44, W-789(76), 80CW94, 84CW70, 88CW85, 95CW52, 03CW41, District Court in and for Water Division No. 5 (“Water Court”). 2. Locations: In Case No. 97CW288, the Water Court decreed the following as alternate points of diversion for the 80 cfs Pando Feeder Canal water right: a. The East Fork Pumping Plant, which is located on the East Fork of the Eagle River in the SE1/4 of the NE1/4 of Section 32, T. 7 S., R 79 W. of the 6th P.M. at a point whence the Northeast corner of said Section 32 bears North 31° 53' East a distance of 2,414 feet. b. The East Fork Interceptor Ditch, which is located at the following points: (a) 900 feet south of the north section line and 1100 feet west of the east section line of Section 5, T. 8 S., R. 79 W., 6th P.M.; (b) 1250 feet south of the north section line and 700 feet east of the west section line of Section 4, T. 8 S., R. 79 W., 6th P.M.; (c) 1200 feet north of the south section line and 800 feet east of the west section line of Section 33, T. 7 S., R. 79 W., 6th P.M.; and (d) runoff, surface flow, and seepage from the area above the East Fork Interceptor Ditch as it runs between the above-described points of diversion and Eagle Park and Robinson Reservoirs. c. The Chalk Mountain Interceptor Ditch, which diverts runoff and seepage as it runs a distance of approximately 3.4 miles from Fremont Pass,

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located in the W½ of Section 11, T. 8 S., R. 79 W., 6th P.M., northwesterly along State Highway 91 and the south side of Robinson Tailing Pond, thence westerly to the south of Chalk Mountain Reservoir and Robinson Reservoir, thence northwesterly to Eagle Park and Robinson Reservoirs. 3. Source: Eagle River, a tributary of the Colorado River. 4. Amount: 80 cfs, conditional, out of 400 cfs, conditional, originally decreed to this water right. 5. Appropriation date: August 10, 1956. 6. Uses: Irrigation, domestic, municipal, generation of electric energy, industrial, mining, milling, snowmaking, stock watering, recreational, fish and wildlife, agricultural, exchange, replacement, and augmentation purposes. B. East Fork Pumping Plant Exchange (augmentation by exchange): 1. Original decree: Case No. 03CW211, dated May 17, 2006. 2. Augmentation water rights: Up to 5010.7 acre-feet of water from any part or combination of one or more of the following water rights: a. 1813 acre feet of water from Green Mountain Reservoir by virtue of existing contracts between the Bureau of Reclamation and the Upper Eagle Regional Water Authority, the Eagle River Water and Sanitation District (as successor to Vail Valley Consolidated Water District), and Vail Associates, Inc., as shareholders of Applicant. Green Mountain Reservoir was decreed by the United States District Court for the District of Colorado in Consolidated Case Nos. 2782, 5016 and 5017, for 154,645 acre feet, with an appropriation date of August 1, 1935, and is located on the Blue River in Sections 11, 12, 13, 14, 15 and 24, T. 2 S., R. 80 W., and Sections 18, 19, 20, 21, 28, 29 and 34, T. 2 S., R. 79 W., 6th P.M., Summit County, Colorado. b. 302.8 acre feet of historic consumptive use credits which were quantified, changed and decreed to the member districts of the Upper Eagle Regional Water Authority in Water Court Case Nos. W-3289, W-3664, W-3999, 80CW397, 81CW161, 81CW195, 84CW225 and 92CW295 from the water rights more particularly described in the attached Exhibits A-1 and A-2. c. 379.9 acre feet of historic consumptive use credits which were quantified, changed and decreed to the Eagle River Water and Sanitation District in Water Court Case No. 82CW328 from the water rights more particularly described in the attached Exhibits B-1 and B-2. d. 115 acre feet of historic consumptive use credits owned by Vail Associates, Inc. which were quantified, changed and decreed in Water Court Case No. 80CW397 from the water rights more particularly described in the attached Exhibits C-1 and C-2. e. 1400 acre feet of annual snowmaking return flows which accrue to the Eagle River from the Arrowhead and Beaver Creek ski areas. Those ski areas are generally located in Sections 19, 30 and 31, T. 5 S., R. 81 W., 6th P.M. and Sections 10, 11, 14, 15, 23-26, 35 and 36, T. 5 S., R. 82 W., 6th P.M. By decrees entered in Water Court Case Nos. 88CW456, 89CW201 and 89CW296, 98CW203, the snowmaking diversions for these ski areas are fully augmented and the return flows are calculated and measured pursuant to the accounting procedures decreed in Water Court Case No. 94CW303. f. 1000 acre-feet annually of water from Wolford Mountain Reservoir which consists of the following water rights: (i) Case No. 87CW283: Decree Date: November 20, 1989. Legal description of place of storage: The dam is located in the SW1/4 of the NE1/4 of Section 25, T. 2 N., R. 81 W., 6th P.M. The intersection of the dam axis with the right abutment will occur at a point which bears W. 54°54'20" E. a distance of 3,716.46 feet from the NW Corner of said Section 25. Source: Muddy Creek and its tributaries. Amount: 59,993 acre feet conditional; of this amount, 32,986 acre feet were made absolute for piscatorial and recreational uses by decree entered in Water Court Case No. 95CW251. Appropriation Date: December 14, 1987. Use: All beneficial uses, including but not limited to domestic, municipal, agricultural and recreational uses, which uses satisfy the requirements of the Windy Gap Settlement made with the Municipal Subdistrict of the Northern Colorado Water Conservancy District; use to meet the water requirements of the inhabitants of the Colorado River Water Conservation District (the “River District”) for all uses, including uses in the Middle Park area; and use to meet the terms of a lease agreement executed March 3, 1987 between the River District and the City and County of Denver. (ii) Case No. 95CW281: Decree Date: August 26, 1997. Legal description of place of storage: The dam is located in the SW1/4 of the NE1/4 of Section 25, T. 2 N., R. 81 W., 6th P.M. The as-built intersection of the dam axis (Sta. D19+35.61) with the West Access Road (Sta. WR50+55.05), as shown on the Colorado River Water Conservation District, Wolford Mountain Project, Ritschard Dam construction drawing "Dimensional Dam Layout" sheet 8 of 94, occurs at a point which bears S. 53°24'56" E. a distance of 3,395.51 feet from the NW Corner of said Section 25; the bearing of said dam axis from Sta. 19+35.61 to Sta. 0+00 being S. 75°28' 29" E. Source: Muddy Creek and its tributaries. Amount: 6,000 acre feet conditional. Appropriation Date: January 16, 1995. Use: All beneficial uses by and for the benefit of the inhabitants of the River District, including but not limited to domestic, municipal, industrial, irrigation, agricultural, piscatorial and recreational; such uses will include environmental mitigation, including environmental mitigation requirements associated with the Wolford Mountain Project; such uses will be made directly or by substitution, augmentation, or exchange. None of the water stored in the exercise of the right will be delivered directly or by exchange, substitution, or otherwise for use outside of Colorado Water Division No. 5. (iii) Case No. 98CW237: Decree Date: July 6, 2000. Legal Description of place of storage: Same as for 95CW281. Source: Muddy Creek and its tributaries. Amount: 30,000 acre feet conditional with 15,895 acre feet being absolute for recreational and piscatorial and flood control. Appropriation Date: November 17, 1998. Use: Certain of the beneficial uses previously adjudicated for Wolford Mountain Reservoir in Case Nos. 87CW283 and 95CW281. g. Ruedi Reservoir. The River District holds Contracts No. 009D6C0111, 009D6C0118 and 039F6C0011 from the United States Bureau of Reclamation for 1,730 acre-feet of annual supply from Ruedi Reservoir and may obtain additional contracts in the future. This water will be used in addition to and as substitution for the Wolford Mountain Reservoir water described in paragraph 4(F) above in appropriate circumstances where Ruedi Reservoir water is physically equivalent to Wolford Reservoir water. Ruedi Reservoir consists of the following water rights: (i) Case No. CA 4613: Legal Description of place of storage: Ruedi Reservoir is located in Sections 7, 8, 9, 11 and 14 through 18, T. 8 S., R. 84 W., 6th P.M., in Eagle and Pitkin Counties. Source: Fryingpan River. Amount: By order entered in Case No. W-789-76, the decreed amount of this reservoir was fixed at 102,369 acre-feet. Appropriation Date: July 29, 1957. Use: domestic, municipal, irrigation, industrial, generation of electrical energy, stock watering and piscatorial uses. In Water Court Case No. 88CW85, the full amount was made

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absolute. (ii) In Water Court Case No. 81CW34, Ruedi Reservoir was decreed a refill right in the amount of 101,280 acre-feet conditional. In Case No. 95CW95, 44,509 acre-feet was made absolute. In Water Court Case No. 01CW269, an additional 25,257 acre-feet was made absolute, for a total of 69,766 acre-feet absolute. This Ruedi Reservoir water is included to the extent it is substituted for Wolford Mountain Reservoir water to satisfy a call downstream of the confluence of the Roaring Fork River and the Colorado River. 3. Location and Exchange Reaches: The East Fork Pumping Plant is the upper terminus of the exchanges, and it is located on the East Fork of the Eagle River in the SE1/4 of the NE1/4 of Section 32, T. 7 S., R 79 W. of the 6th P.M. at a point whence the Northeast corner of said Section 32 bears North 31° 53' East a distance of 2,414 feet. The downstream terminus of the exchange involving the Green Mountain Reservoir contract water is the confluence of the Colorado River and the Eagle River. The downstream termini of the exchanges involving the water rights described in paragraph 3(B)(2)(b) above shall extend from the confluence of Gore Creek and the Eagle River to the confluence of Lake Creek and the Eagle River, depending on the specific water right being exchanged. The downstream terminus of the exchange involving the water rights described in paragraph 3(B)(2)(c) above shall be the confluence of Gore Creek and the Eagle River. The downstream termini of the exchanges involving the water rights described in paragraphs 3(B)(2)(d) and 3(B)(2)(e) shall be the confluence of Beaver Creek and the Eagle River or the confluence of McCoy Creek and the Eagle River, depending on the specific water right being exchanged. The downstream terminus of the exchange involving the Wolford Mountain Reservoir water described in paragraph 3(B)(2)(f) above is the confluence of the Colorado River and the Eagle River. The downstream terminus of the exchange involving the Ruedi Reservoir water described in paragraph 3(B)(2)(g) above is the confluence of the Roaring Fork River and the Colorado River. 4. Source: Eagle River, a tributary of the Colorado River. 5. Amount: 80 cfs, conditional. 6. Appropriation date: September 30, 2003. 4. Detailed outline of work done to maintain diligence: During the subject diligence period, Applicant constructed and operated the East Fork Pumping Plant at a cost of approximately $225,000. Applicant also enlarged the Eagle Park Reservoir by 153 a.f. by raising the spillway a total of 2.5 feet, at a cost of approximately $500,000. In addition, in 2009 and 2010 Applicant repaired the spillway of the Eagle Park Reservoir to prevent excessive seepage at a cost of approximately $100,000. Applicant conducted extensive water quality studies related to the Climax Mine water flows and reservoir temperature gradients at a cost of approximately $150,000. Finally, Applicant maintained and operated the Eagle Park Reservoir, protected and enhanced the water rights associated with Eagle Park Reservoir in water court, and engaged lobbyists to protect Eagle Park Reservoir Company’s interests during the subject diligence period at a cost in excess of $100,000. 5. Claim to make absolute a portion of the subject water rights: By this application, Applicant seeks make absolute 33.5 cfs of the Pando Feeder Canal water right described in paragraph 2(A) above. On May 20, 2007, the Eagle Park Reservoir diverted and stored 33.5 cfs of the Pando Feeder Canal water right and subsequently released said water for beneficial use. 6. Owners of land: Applicant is the owner of the land on which the East Fork Pumping Plant is located. The East Fork Interceptor Ditch and the Chalk Mountain Interceptor Ditch are located on land owned by Climax Molybdenum Company, 333 North Central Avenue, Phoenix, AZ 85004. Applicant has a contract right to use the Chalk Mountain Interceptor Ditch. WHEREFORE, the Applicant requests that this Court enter a decree which: A. makes absolute 33.5 cfs of the conditional Pando Feeder Canal water right described in paragraph 2(A) above; and, B. makes a finding that Applicant has exercised reasonable diligence with respect to any portion of the subject conditional water rights not made absolute and continues the subject conditional water rights in full force and effect. (9 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 12. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW78 PITKIN COUNTY. SOURCE: MCFARLANE CREEK, POPCORN CREEK AND THE ROARING FORK RIVER, TRIB. TO COLORADO RIVER. Application for Finding of Reasonable Diligence and to Make Absolute of Morningstar Owners Association in c/o Sara M. Dunn, BALCOMB & GREEN, P.C., PO Drawer 790, Glenwood Springs, CO 81602 (970) 945-6546. DILIGENCE: Original decree for McFarland Ditch, Black Diamond Ditch and Vulcan Pond System entered 5/23/05 in 02CW232. Structures: McFarland Ditch. Legal description: diversion point SW1/4, Sec. 28, T10S, R84W, 6PM, whence the SW Corner of Sec. 28 bears S. 39 deg. 51'23" W. 1229.80 ft. and W1/16 Corner of Secs. 28 and 33 bear S. 29 deg. 20'48" E. 1084.83 ft. Also described as SW1/4, SW1/4 Sec. 28, T10S, R84W, 6PM, 1144 ft. from S. Sec. Line, 532 ft. from W. Sec. Line of Sec. 28. Source: Roaring Fork River. Approp. date: 7/24/2002. Amt: 2.0 cfs. Uses: 0.15 cfs, cond., for irr. of up to 5.94 ac. within Morningstar Preserve, cumulative with the Black Diamond Ditch; and 2.0 cfs, cond., cumulative with the irr. diversions for fire protection, stock watering, and filling the Vulcan Pond System. Black Diamond Ditch. Legal description: diversion point SW1/4, Sec. 28, T10S, R84W, 6PM, whence the SW Corner of Sec. 28 bears S. 34 deg. 42'43" W. 1337.73 ft. and W1/16 Corner of Secs. 28 and 33 bear S. 26 deg. 52'25" E. 1234.52 ft. Aalso described as SW1/4, SW1/4, Sec. 28, T10S, R84W, 6PM, 1300 ft. from S. Sec. Line, 517 ft. from W. Sec. Line of Sec. 28. Source: Roaring Fork River. Approp. date: 7/24/2002. Amt: 2.0 cfs, cond. Uses: 0.15 cfs, cond., for irr. of up to 5.94 ac., within Morningstar Preserve, cumulative with the McFarland Ditch; and 2.0 cfs, cond., cumulative with the irr. diversions for fire protection,

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stock watering, and filling of the Vulcan Pond System. Vulcan Pond System. The Vulcan Pond System includes the McFarlane Pond and the Wildwood Pond, filled by deliveries from McFarland Ditch and Black Diamond Ditch as decreed in 02CW232 and by McFarlane Pipeline and Cabin Ditch as decreed in 02CW398 (Consol. 03CW324). Legal Descriptions: McFarlane Pond: center point of dam located in NE1/4 SE1/4 Sec. 29, T10S, R84W, 6PM 1501 ft. from S. Sec. Line, 101 ft. from E. Sec. Line of Sec. 29. Wildwood Pond: center point of dam located in NE1/4, SE1/4, Sec. 29, T10S, R84W, 6PM, 1354 from S. Sec. Line, 173 ft. from E. Sec. Line of Sec. 29. Sources: McFarlane Creek, Popcorn Creek and Roaring Fork River. Approp. date: 7/24/2002. Amt: 1.38 AF cond., cumulative, for the entire Vulcan Pond System with the right to fill and refill when water is physically and legally available. Uses: Irr. of 1.77 ac. of lawn and garden areas and 1.95 ac. of temporary irr. on areas disturbed by construction activities, fire protection, stock watering, aug., rec., and pisc. which includes wildlife usage of pond areas. Augmentation is limited to that described in 02CW398 (Consol. 03CW324). McFarlane Pond is less than 10 ft high, 130 lineal ft., with a surface area 0.111 ac. Active capacity: 0.5 AF, all active. Wildwood Pond dam will be less than 10 ft. high, 150 lineal ft. and will have a surface area of: 0.149 ac. or less, capacity 0.88 AF. A detailed outline of what has been done toward completion of the appropriations and application of water to beneficial use as conditionally decreed, including expenditures, is contained within the Application on file with the Court. CLAIM TO MAKE ABSOLUTE. Structure: Vulcan Pond System: McFarlane Pond Component. The McFarlane Pond component of the Vulcan Pond System has been constructed to a capacity of 0.5 AF and placed to beneficial use for irr., fire protection, aug., rec. and pisc. which includes wildlife usage of the pond area. The Pond was filled and re-filled in-priority. Releases for irr. uses were made in-priority and releases for aug. were made during operation of the augmentation plan. Water first applied to beneficial use: 6/20/2006. Place of use irr. occurred on the developed lots within Morningstar Preserve. Amt: AF 0.50 AF, all active. Surface area: 0.111 ac. Applicant requests a finding of diligence and the McFarlane Pond component of the Vulcan Pond System has been made absolute through application of water to beneficial use. (10 pgs. 7 ex.) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 13. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW79 GARFIELD COUNTY; Application for Findings of Reasonable Diligence and/or to Make Absolute in Part. Applicant: Gilead Gardens Homeowners Association, 1577 CR 335, New Castle, CO 81647. Please direct all correspondence to: Mary Elizabeth Geiger, Esq., SHERRY A. CALOIA, LLC, 1204 Grand Ave., Glenwood Springs, CO 81601, (970) 945-6067, megeiger@caloia.net. Applicant requests that the following conditional water right be made absolute in part, and that a finding of reasonable diligence be entered regarding the remaining conditional amounts: Name of Structure: Gilead Gardens River Diversion. Location: the point of diversion is located in the SW ¼ of the NW ¼ of Sec 7, T 6 S, R 91 W of the 6th P.M., 2100 feet south of the north section line and 975 feet east of the west section line, in Garfield County. Source: Colorado River. Information from prior decree entered by this Court in Case No. 03CW200 in May 2005: Approp. date: September 17, 2003. Date water applied to beneficial use: April 2005 by utilizing a portable WB30X Honda Pump to pump at 110 gpm to for approximately 8-10 hours to fill the ponds shown in Figure 1. This is done once a year each spring. Amount: 1.0 c.f.s., conditional. Proposed uses: piscatorial, recreational and irrigation purposes, including the filling and refilling of the operational ponds described in Figure 1 for such purposes or to replace evaporation. Description of lands to be irrigated: 14,000 square feet within the Gilead Gardens development (9 lots with 1500 square feet of irrigated lawn each) located within a parcel of land comprised of Parcel A and Parcel B as described in Book 1125 at Page 327, including property described in the Quit Claim Deed recorded as Reception No. 575238 and excepting property described in the Quit Claim Deed recorded as Reception No. 575250, all as recorded in the records of the Garfield County Clerk and Recorder, and all situated in Sec 7, T 6 S, R 91 W of the 6th P.M., in Garfield County, Colorado. Name and address of owner of land upon which point of diversion is located: Ann D. Lewis Revocable Trust, 0401 Road 149B, Glenwood Springs, CO 81601. Applicant requests that the Court find that 110 gpm (0.24 c.f.s) of the water right have been put to beneficial use and are made absolute and unconditional for all decreed purposes, and that the Court enter a filing of reasonable diligence for the remaining 0.76 c.f.s. for all decreed purposes. The Application contains a detailed outline of efforts undertaken during diligence period to put the Gilead Gardens River Diversion to beneficial use.(7 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601.

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14. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW80 MESA COUNTY, COLORADO RIVER. Grand Junction Concrete Pipe Co., Attn: Ed Settle, Project Mgr, PO Box 1849, Grand Junction, CO 81502, 970-243-4604; Applicants’ Attorneys: Mark A. Hermundstad, Williams, Turner & Holmes, P.C., PO Box 338, Grand Junction, CO 81502, 970-242-6262, mherm@wth-law.com. Application for Finding of Reasonable Diligence. Structure: 23 Road Pit Enlargement; Description: Original Decree: August 10, 1998, Case No. 98CW014, Water Court, Water Division 5; Subsequent Diligence Decree: May 2, 2005, Case No. 04CW129, Water Court, Water Division 5; Location: Located in portions of the NW1/4 SW1/4 and the SW1/4 SW1/4 of Section 5, T.1 S., R.1 W., Ute P.M. The center of the Pit will be located approximately 200 feet East of the West Section Line and 1700 feet North of the South Section Line of said Section 5; A map showing the location of the 23 Road Pit Englargement is attached to the Application; Source: The 23 Road Pit Enlargement is a gravel pit located in alluvial deposits adjacent to the Colorado River, and intercepts and withdraws groundwater tributary to the Colorado River. The estimated total depth of the pit is twenty-four feet; Appropriation Date: October 22, 1997; Amount: 125.4 acre feet, of which 90.94 acre feet are absolute and 34.46 acre feet remain conditional; Uses: Industrial uses, including dewatering of 23 Road Pit Enlargement during mining, evaporation during mining activities and after completion of mining activities from the pond resulting from the mining activities, dust suppression, product moisture losses through aggregate removal and processing, and aggregate washing, all in connection with the mining of sand, gravel, and related products from land on which the 23 Road Pit Enlargement is located, and with the reclamation and use of such land during and after completion of such mining; Well Permit: The State Engineer has issued Well Permit No. 49434-F for the 23 Road Pit Enlargement. The water right awarded for the 23 Road Pit Enlargement is subject to the conditions and limitations contained in the Conditions of Approval for such Well Permit. Conditions of Approval Nos. 1 through 11 from the Well Permit were incorporated into the decree for the 23 Road Pit Enlargement by reference. A detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed is contained in the Application; Name and address of landowners: Ronald E. & Marie E. Tipping, Grand Junction Concrete Pipe Co., P. O. Box 1849, Grand Junction, CO 81502. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 15. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW81 APPLICATION TO MAKE PORTIONS OF CONDITIONAL WATER RIGHT ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF AMERICAN GYPSUM COMPANY. IN EAGLE COUNTY, COLORADO. DISTRICT COURT, WATER DIVISION NO. 5, STATE OF COLORADO, 109 9th Street, Suite 104, Glenwood Springs, CO 81601. 1. Name, address and telephone number of applicant: American Gypsum Company, P.O. Box 1630, Eagle, Colorado 81631, (970) 524-9700. Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302. 2. Name of structures: Wolcott Pumping Pipeline, aka Wolcott Pump and Pipeline 3. Description of conditional water right. Applicant owns 1 cfs of the 500 cfs decreed to the Wolcott Pump and Pipeline by virtue of a deed dated September 27, 2005, recorded in Eagle County on September 30, 2005 at Reception No. 931388 (the “2005 Deed”). (a) Decrees: The subject conditional water right was decreed by the District Court in and for the County of Eagle in Civil Action No. 1529 by decree dated July 9, 1979. By decree of the District Court in and for Water Division No. 5 (the “Water Court”) dated November 13, 1995, in Case No. 93CW326, the point of diversion of 1 cfs of the subject conditional water right was changed to the Eagle Gypsum Well Nos. 1, 2 and 3 described below. By decree of the Water Court in Case No. 02CW391 dated May 1, 2005, America Gypsum Well F, the American Gypsum Well Field, and Eagle River Intake Nos. 1 and 2 were decreed as alternate and supplement points of diversion for this 1 cfs. The most recent diligence decree was entered by the Water Court in Case No. 03CW41 on May 12, 2005. (b) Currently decreed points of diversion: Eagle Gypsum Well No 1 located in the NW1/4 NE1/4 of Section 5, T. 5 S., R. 85 W. of the 6th P.M. at a point whence the witness corner to the NW Corner of said Section 5 bears N. 70°05' W. a distance of 3034 feet. Said location is also 935 feet from the North line of said Section 5 and 2450 feet from the East line of said Section 5. Eagle Gypsum Well No. 2 located in the NW1/4 NE1/4 of Section 5, T. 5 S., R. 85 W. of the 6th P.M. at a point 990 feet from the North line of said Section 5 and 2250 feet from the East line of said Section 5. Said location is also 980 feet from the North line of said Section 5 and 2644 feet from the East line of said Section 5. Eagle Gypsum Well No. 3 located in the NW1/4 NE1/4 of Section 5, T. 5 S., R. 85 W. of the 6th P.M. at a point whence the witness corner to the NW Corner of said Section 5 bears N. 72°02' W. a distance of 3204 feet. Said location is also 890 feet from the North line of said Section 5 and 2255 feet from the East line of said Section 5. American Gypsum Well F located in the NW1/4NE1/4 of Section 5, Township 5 South, Range 85 West of the 6th P.M., at a point 1,175 feet from the North section line and 1,990 feet from the East section line of said Section 5. The

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American Gypsum Well Field consisting of land located in the NW1/4NE1/4 of Section 5, Township 5 South, Range 85 West of the 6th P.M. beginning at a point 1,315 feet from the North section line and 1,730 feet from the East section line of said Section 5, thence North 02 degrees 11 minutes West a distance of 1,062.04 feet, thence due West a distance of 641.56 feet, thence due South a distance of 887.21 feet, thence South 75 degrees 41 minutes East a distance of 703.94 feet to the point of beginning. Eagle River Intake No. 1 located on the south bank of the Eagle River in the NE1/4NW1/4 of Section 5, Township 5 South, Range 85 West of the 6th P.M., at a point 765 feet from the North section line and 2,165 feet from the West section line of said Section 5. Eagle River Intake No. 2 located on the south bank of the Eagle River in the NW1/4NE1/4 of said Section 5, at a point 710 feet from the North section line and 1,785 feet from the East section line of said Section 5. (c) Source: The source of water for Eagle Gypsum Well Nos. 1, 2, and 3, American Gypsum Well F, and the American Gypsum Well Field is groundwater tributary to the Eagle River. The source of water for the Eagle River Intake Nos. 1 and 2 is the Eagle River. (d) Appropriation date: April 27, 1966. (e) Amount: 500 cfs, conditional. Only the 1 cfs owned by Applicant is the subject of this application. (f) Use: Municipal, industrial, domestic, irrigation, stock watering, electric power generation, recreational and other beneficial uses and purposes. 4. Claim to Make Applicant’s Portion of Conditional Water Right Absolute: Applicant seeks to make the 1 cfs of the Wolcott Pump and Pipeline owned by it absolute, based on the following. Applicant’s interest in the Wolcott Pump and Pipeline water right was diverted at the Eagle Gypsum Well Nos. 1, 2 and 3, American Gypsum Well F, and the American Gypsum Well Field at a cumulative rate of 1 cfs on November 22, 2010, as shown on the diversion chart attached hereto as Exhibit A. Attached hereto as Exhibit B is the diversion record showing that such diversions were attributed to the subject conditional water right. Such water was used for industrial purposes at Applicant’s wallboard manufacturing plant and for landscape irrigation around such plant. 5. Claim for Finding of Reasonable Diligence: Applicant seeks a finding of reasonable diligence with to any portion of its 1 cfs that is not made absolute as requested above, and for the additional decreed uses. The 2005 Deed from the Town of Gypsum to Applicant provides that the subject 1 cfs right will revert to the Town under certain conditions described therein related to the cessation of operations at the Applicant’s plan. Accordingly, Applicant seeks to maintain all currently decreed uses of the right. Applicant has undertaken the following specific activities over the last six years that demonstrate its diligence with regard to the subject conditional right: (a) Applicant obtained a decree of the Water Court in Case No. 02CW391 dated May 1, 2005, making America Gypsum Well F, the American Gypsum Well Field, and Eagle River Intake Nos. 1 and 2 alternate and supplement points of diversion for this 1 cfs. (b) The wells described in Section 3(b) above have been operated, maintained, and used to divert the subject 1 cfs conditionally decreed to Wolcott Pump and Pipeline. (c) Applicant continues to operate and improve the water supply system by which the subject conditional water can be diverted and placed to beneficial use. 6. Other. Applicant owns the decreed points of diversion of the subject conditional water right described in paragraph 3(b) below. Attached hereto as Exhibit C is a map depicting the original decreed location of the Wolcott Pump and Pipeline, and the new points of diversions to which Applicant’s 1 cfs has previously been changed. WHEREFORE, applicant requests that the Court enter a decree making its 1 cfs of the Wolcott Pump and Pipeline described herein absolute for industrial and landscape irrigation uses, and for a finding of reasonable diligence with respect to the any portion of such 1 cfs that is not made absolute and with respect to the remaining decreed uses. (15 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 16. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW82 GRAND COUNTY; Application for Findings of Reasonable Diligence; Name, address and telephone number of Applicant: James Daxton, please direct all correspondence to: Sherry A. Caloia, Esq., SHERRY A. CALOIA, LLC, 1204 Grand Ave., Glenwood Springs, CO 81601, (970) 945-6067, scaloia@caloia.net; Name of structure for which diligence is sought: Daxton Irrigation Well No.1. Prior Decrees: Case No. 03CW31, originally entered as an Amended Ruling and Decree by this Court on May 2, 2005; Second Amended Ruling and Decree entered on July 15, 2010. Information from prior decree: Location of well: In the NW1/4 NW 1/4 Sec 23, T 1 S, R 76 W of the 6th P.M., Grand County, Colorado, located approximately 45 feet from the West and 300 feet from the North section lines. Source: Groundwater tributary to Crooked Creek, tributary to the Colorado River. Depth: From 25 to 125 feet. Approp. date: Nov. 6, 2002. Appropriation initiated by: Formation of intent to divert and apply water to beneficial use, field inspection, and evaluation of the water supply available. Date of application of water to beneficial use: N/A. Amount claimed: 0.50 c.f.s., conditional. Proposed uses: Irrigation of 20 acres of Applicant’s property located in the NE ¼ NE ¼ of Sec 22, and the NW ¼ NW ¼ of Sec 23, T 1 S, R 76 W of the 6th P.M.; stockwatering and fire protection. Remarks: The Daxton Well No. 1 will be located less than 100 feet from and within the alluvium of Crooked Creek and the well shall be administered as a surface area water right. Name and address of owner of land upon which well is located: Applicant. The Application contains a detailed outline of work performed during the diligence period toward the development of the conditional water right (4 pages).

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YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 17. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW83 EAGLE COUNTY. RED CREEK, TRIBUTARY TO GYPSUM GREEK, TRIBUTARY TO EAGLE RIVER, TRIBUTARY TO THE COLORADO RIVER. Town of Gypsum c/o Ramsey L. Kropf, Esq. and Craig V. Corona, Esq. 730 E. Durant Ave., Suite 200, Aspen, CO 81611, 970.920.1028. Application for Finding of Reasonable Diligence. First Claim for Finding of Reasonable Diligence: Name of structure: Eye Lake Supply Ditch. Type: Ditch. Description of conditional water right: Date of original decree: May 6, 1992. Case No. 91CW254, District Court Water Division No. 5. Subsequent diligence decrees: Case No. 04CW167, May 9, 2005; Case No. 98CW86, October 27, 1998. Alternate place of diversion, Case No. 02CW235. Decreed legal description: The originally decreed point of diversion is in the unsurveyed SE ¼, SW ¼ of Sec. 8, T. 7 S., R. 84 W., of the 6th P.M. at a point whence the S ¼ corner of Sec. 32, T. 6 S., R. 84 W., of the 6th P.M. bears N. 4°15’ E. 10,300 feet. Remark: The decreed description inadvertently cites the wrong quarter-quarter and section. The bearing and distance are correct. Based on that bearing and distance, the description should read, “in the unsurveyed SE ¼ of the SE ¼ of Section 11, Township 7 S., R. 85 W, of the 6th P.M….” Applicant requests that the final decree in this case confirm this correction as the court-decreed location going forward. A map of the point of diversion is on file with the court. Since the water right is located in an unsurveyed area, the distance from section line format is not required. General Description of Place of Use: Within the Town of Gypsum’s physical service area including areas served extraterritorially by contract as such service area may be enlarged from time to time. Source: Red Creek and an unnamed tributary, both tributary to Gypsum Creek, tributary to the Eagle River, tributary to the Colorado River. Appropriation date: August 23, 1991. Amount: 20.0 cfs, conditional. Use: Delivery of water into storage in Eye Lake, as decreed in Case No. 91CW253. Detailed outline of work to develop the water right as conditionally decreed, including expenditures, is on file with the court. The United States of America (Forest Service) owns the land upon which the Eye Lake Supply Ditch and Eye Lake reservoir will be constructed, and lands where LEDE Reservoir exists. Address: James J. DuBois, Esq.; U.S. Department of Justice; Environmental and Natural Resources Division; 1961 Stout Street, 8th Floor; Denver, CO 80294. (10 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 18. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW84 EAGLE COUNTY. RED CREEK, TRIBUTARY TO GYPSUM GREEK, TRIBUTARY TO EAGLE RIVER, TRIBUTARY TO THE COLORADO RIVER. Town of Gypsum c/o Ramsey L. Kropf, Esq. and Craig V. Corona, Esq. 730 E. Durant Ave., Suite 200, Aspen, CO 81611, 970.920.1028. Application for Finding of Reasonable Diligence. First Claim for Finding of Reasonable Diligence: Name of structure: Eye Lake. Type: Reservoir. Description of conditional water right: Date of original decree: May 6, 1992. Case No.: 91CW253, District Court Water Division No. 5. Subsequent diligence decrees: Case No. 04CW168, May 9, 2005; Case No. 98CW87, October 27, 1998. Alternate place of storage, Case No. 02CW235. Decreed legal description: The outlet of said reservoir is located in the unsurveyed NE ¼, NW ¼ of Sec. 8, T. 7 S., R. 84 W., of the 6th P.M. at a point whence the S ¼ corner of Sec. 32, T. 6 S., R. 84 W., of the 6th P.M. bears N. 12°50’ E. 5,550 feet (Eagle County). Since the decreed location is in an unsurveyed area, the distance from section line format is not required. A map of the decreed location is on file with the court. Remark: The decreed description inadvertently cites the wrong quarter-quarter and section. The bearing and distance are correct. Based on that bearing and distance, the description should read, “in the unsurveyed NE ¼ of the NE ¼ of Section 11, Township 7 S., R. 85 W, of the 6th P.M….” Applicant requests that the final decree in this case confirm this correction as the court-decreed location going forward. General Description of Place of Use: Within the Town of Gypsum’s physical service area including areas served extraterritorially by contract as such service area may be enlarged from time to time. Source: Red Creek and an unnamed tributary, both tributary to Gypsum Creek, tributary to the Eagle River, tributary to the Colorado River. Appropriation date: August 23, 1991. Amount: 600.0 acre-feet, conditional. Use: Municipal, industrial, commercial, domestic, piscatorial, recreational, augmentation and exchange. A detailed outline of work to develop the conditional water right is on file with the court. The United States of America (Forest Service) owns the land upon which the Eye Lake Supply Ditch and Eye Lake reservoir will be constructed, and lands where LEDE Reservoir

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exists. Address: James J. DuBois, Esq.; U.S. Department of Justice; Environmental and Natural Resources Division; 1961 Stout Street, 8th Floor; Denver, CO 80294. (7 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 19. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW85 GRAND COUNTY, SHEEP CREEK, A TRIBUTARY OF THE COLORADO RIVER. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE CONDITIONAL WATER RIGHTS ABSOLUTE IN PART c/o William A. Paddock, Karl D. Ohlsen, Carlson, Hammond & Paddock, LLC, 1700 Lincoln Street, Suite 3900, Denver, CO 80203. Name, mailing address, email address, and home telephone number of applicant(s): Grand River Ranch Owners Association, Inc., for itself and as agent for all co-applicants, c/o Robert Reich, 1400 Wewatta Street, 3rd Floor, Denver, CO 80202, rjr@gallagherindustries.com, 303-623-0655, copy to: Carol Culbreath, Manager, Grand River Ranch, P.O. Box 1568, Kremmling, CO 80459, carolcully@gmail.com, 970-724-8912; High Plains Ranch, LLC, 1400 Wewatta Street, 3rd Floor, Denver, CO 80202, rjr@gallagherindustries.com, 303-623-0655; John and Anna Sie, c/o AJS Ventures, LLC, 3300 E. 1st Avenue, Suite 390, Denver, CO 80206, c/o: mwallingford@asjventures.com, 303-468-6661; Knot Interested LLC, Sullivan & Worcester, LLP, c/o Warren Heilbronner, One Post Office Square, Boston, MA 02109, wheilbronner@sandw.com, 617-338-2946; Postle Development Co., 3168 5th Street, Boulder, CO 80304, jpostle@live.com, 303-746-4594; Patricia L. McDonnell Revocable Trust, c/o Jack and Pat McDonnell, 8436 Foresthaven Ct., Parker, CO 8034, mcjack.mcdonnell@gmail.com, msmcpat@gmail.com, 303-526-9083. 2. Name of structures: Beavers Pond, Collett Pond, Island Pond, Low Aspen Pond and feeder ditch, P.J. Martin Ponds, Middle Fork Ponds, North Fork Pump Station, Lodge Well No. 1, and appropriative rights of substitution involving: 6.0 c.f.s. the West End Ditch No. 1 decreed to an alternate point of diversion at the Jones Diversion Ditch; the Kremmling North Feeder Ditch; and the Kremmling Sheep Creek Ditch. 3. Describe conditional water rights including the following information from the Referee’s Ruling and Judgment and Decree: A. Beavers Pond. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Legal description of Beavers Pond: as decreed in Case No. 01CW40 – An off-stream pond located in the NW¼ NE¼ of Section 9, T1N, R81W of the 6th P.M. in Grand County, Colorado, at a point 2,274 feet from the East section line and 313 feet from the North section line. State Plane Coordinates: NAD83 N-Zone: N 1,270,564; E 2,727,392. This is an off-stream pond whose point of diversion is on the South bank of the Middle Fork of Sheep Creek, at a point whence the SW corner of Section 4, T1N, R81W, 6th P.M. bears North 81º40'59" West a distance of 3,021 feet. The rate of diversion is 0.5 c.f.s. iii. Source of water: Middle Fork of Sheep Creek. iv. Appropriation Date: September 7, 2000; Amount: 63.7 acre-feet conditional with the right to continuously fill and refill in priority, and to maintain a freshening flow through the pond. v. Use: Stock water, piscatorial, wildlife, recreation, and fire fighting. B. Collett Pond. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5, changed by the decree entered on March 18, 2009, in Case No. 06CW32, District Court, Water Division No. 5. ii. Legal description of Collett Pond: as decreed in Case No. 06CW32 – in the Building Area on Grand River Ranch, Parcel 98 (f.k.a. Parcel 14), located in parts of the S½ of the SE¼ of Section 32, T2N, R81W, parts of Section 32, T1½N, R81W, and parts of the N½ of the N½ of Section 5, T1N, R81W, within the drainage of the No. 2 Branch of the North Fork of Sheep Creek, in Grand County, Colorado. The Collett Pond is a succession of small, connected ponds, with a total storage capacity not to exceed 14.6 acre-feet and a total water surface area not to exceed 1.9 acres. The approximate centroid of the proposed ponds is located in the SE¼ of the SE¼ of Section 32, T2N, R81W of the 6th P.M. at a point 60 feet from the South Line and 1,080 feet from the East Line of Section 32. (UTM NAD27 Zone 13 Coordinate N4,438,673: E373,258 Meters). iii. Source of water: The DeBerard Spring No. 5, and the Middle Fork and North Fork of Sheep Creek delivered through the P.J. Martin Ditch No. 2. iv. Appropriation Date: January 23, 2001, as to the first 0.5 c.f.s. of inflow from the P.J. Martin Ditch No. 2, and March 23, 2006 as to the second 0.5 c.f.s. of inflow from the P.J. Martin Ditch No. 2. v. Amount: 14.6 acre-feet conditional with the right to continuously fill and refill in priority, and to maintain a freshening flow through the pond. The Applicant claims 2.94 acre-feet of the water right has been made absolute and 11.66 acre-feet remain a conditional water right. vi. Points of Diversion: (1) DeBerard Spring No. 5, located at a point whence the NE corner of Section 32, T1½N, R81W of the 6th P.M. bears South 86o35’ East a distance of 1,415 feet. (2) P.J. Martin Ditch No. 2 Middle Fork Headgate, located on the Middle Fork of Sheep Creek in the SW¼ NE¼ of Section 5, T1N, R81W of the 6th P.M. at a point 2,524 feet from the North section line and 2,532 feet from the East section line. State Plane Coordinates: NAD83 N-Zone N 1,273,796; E 2,271,486. (3) The P.J. Martin Ditch No. 2 from Headgate No. 1 at a point on the North bank of No. 1 Branch of Sheep Creek whence the SW corner of Section 33, T2N, R81W of the 6th P.M. bears North 41o45' East a distance of 2,850 feet. (4) The P.J. Martin Ditch No. 2 from Headgate No. 2 at a point on the North bank of No. 2 Branch of Sheep Creek whence the SW corner of Section 33, T2N, R81W of the 6th P.M. bears North 83o East a distance of 1,220 feet. vii. Rate of Diversion: 20 g.p.m. from DeBerard Spring No. 5 and 1.0 c.f.s. from P.J. Martin Ditch No. 2. viii. Use: Stock water, piscatorial, wildlife, recreation, and fire fighting. C. Island Pond. i. Date of Original Decree: May 9, 2005, Case

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No. 01CW40, District Court, Water Division No. 5. ii. Legal description of Island Pond: As decreed in Case No. 01CW40 – an off-stream pond located in the NW¼ SW¼ of Section 33, T2N, R81W of the 6th P.M., at a point from which the NW corner of said Section 33 bears North 20º52'43" West a distance of 2,911.6 feet, in Grand County, Colorado. State Plane Coordinates: NAD83 N-Zone: N 1,279,896; E 2,725,969. The following additional legal description is an approximation and is not intended to supersede the decreed legal description: located in the NW ¼ SW ¼ of Section 33, T2N, R81W of the 6th P.M. at a point 1,038 feet from the West section line and 2,710 feet from the South section line. iii. Source of Water: Middle and North Forks Sheep Creek through the P.J. Martin Ditch No. 2, and the Richard Curry Springs 1 through 4. iv. Appropriation Date: August 4, 2000; Amount: 24.9 acre-feet of which the Applicants claim 24.9 acre-feet has been made absolute and 0 acre-feet remain a conditional, with the right to continuously fill and refill in priority, and to maintain a freshening flow through the pond. v. Use: Stock water, piscatorial, wildlife, recreation, and fire fighting. D. Low Aspen Pond. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Legal description of the Low Aspen Pond: Located on an intermittent tributary of the South Fork of Sheep Creek in the SE¼ NW¼ of Section 10, T1N, R81W of the 6th P.M. at a point 1,619 feet from the West section line and 2,283 feet from the North section line of Section 10, Grand County, Colorado. State Plane Coordinates: NAD83 N-Zone: N 1,268,717; E 2,731,303. iii. Source of Water: Unnamed tributary to the South Fork of Sheep Creek, and 2.0 c.f.s. from the South Fork of Sheep Creek through the proposed Low Aspen Feeder Ditch, from a headgate to be located at a point whence the SW corner of Section 4, T1N, R81W of the 6th P.M. bears North 69°34'39" West a distance of 5,737.5 feet. iv. Appropriation Date: January 23, 2001; Amount: 50.8 acre-feet conditional with the right to continuously fill and refill in priority, and to maintain a freshening flow through the pond. v. Use: Stock water, piscatorial, wildlife, recreation, and fire fighting. E. P. J. Martin Ponds. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Legal description of the P. J. Martin Ponds: Two adjacent ponds located in the SE¼ NE¼ of Section 5, T1N, R81W of the 6th P.M., in Grand County, Colorado. The North Pond is located 1,744 feet from the North section line, and 679 feet from the East section line of said Section 5. The South Pond is located 1,907 feet from the North section line, and 789 feet from the East section line in said Section 5. State Plane Coordinates: North Pond: NAD83 N-Zone: N 1,274,537; E 2,723,724; South Pond: NAD83 N-Zone: N 1,274,374; E 2,723,614. iii. Source of Water: Middle Fork Sheep Creek through the P.J. Martin Ditch No. 2. iv. Appropriation Date: September 9, 2000; Amount: 3.4 acre-feet conditional with the right to continuously fill and refill in priority, and to maintain a freshening flow through the pond. The Applicant claims that the conditional water right has been made absolute in the amount of 2.1 acre-feet, and that 1.3 acre-feet remain a conditional water right. v. Use: Stock water, piscatorial, wildlife, recreation, and fire fighting. F. Middle Fork Ponds. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Legal description of the Middle Fork Ponds: Three adjacent ponds located in the SW¼ NW¼ of Section 5, T1N, R81W of the 6th P.M., in Grand County, Colorado. The Upper Pond is located at a point from whence the SE corner of said Section 5 bears South 56°07’13” East a distance of 5,473.2 feet. State Plane Coordinates: NAD83 N-Zone: N 1,274,052, E 2,719,859; The Middle Pond is located at a point from whence the SE corner of said Section 5 bears South 54°44’44” East a distance of 5,321.3 feet. State Plane Coordinates: NAD83 N-Zone: N 1,274,072; E 2,720,058; The Lower Pond is located at a point from whence the SE corner of said Section 5 bears South 52°47’44” East a distance of 5,083.3 feet. State Plane Coordinates: NAD83 N-Zone: N 1,274,074; E 2,720,354. The following additional legal description is an approximation and is not intended to supersede the decreed legal description: Three adjacent ponds in the SW ¼ NW ¼ of Section 5, T1N, R81W of the 6th P.M., located as follows: Upper Pond - 685 feet from the West section line and 2,285 feet from the North section line; Middle Pond - 885 feet from the West section line and 2,264 feet from the North section line; Lower Pond - 1,180 feet from the West section line and 2,262 feet from the North section line. iii. Source of Water: Middle Fork of Sheep Creek. iv. Appropriation Date: September 7, 2000; Amount: 2.9 acre-feet total conditional for all three ponds, with the right to continuously fill and refill in priority, and to maintain a freshening flow through the ponds; Upper Pond: 0.4 acre-feet; Middle Pond: 0.9 acre-feet ; and Lower Pond: 1.6 acre-feet. v. Use: Stock water, piscatorial, wildlife, recreation, and fire fighting. G. North Fork Pump Station. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Legal description of the North Fork Pump Station: A pumped diversion from North Fork of Sheep Creek, located in the SE¼ NW¼ of Section 4, T1N, R81W of the 6th P.M. at a point whence the SE¼ of Section 32, T2N, R81W bears North 26°26’59” West a distance of 2,921.02 feet, in Grand County, Colorado. State Plane Coordinates: NAD83 N-Zone: N 1,274,748; E 2,726,198. The following additional legal description is an approximation and is not intended to supersede the decreed legal description: located in the SE ¼ SW ¼ of Section 4, T1N, R81W of the 6th P.M. at a point 1,813 feet from the West section line and 1,546 feet from the North section line. iii. Source of Water: Groundwater tributary to the North Fork of Sheep Creek. iv. Appropriation Date: April 23, 2001; Amount: 50 g.p.m. conditional. v. Use: Stock water, fire protection, and irrigation of two acres in the NW¼ of Section 4, T1N, R81W. H. Lodge Well No. 1. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Legal description of the Lodge Well: Located in the SW¼ NW¼ of Section 4, T1N, R81W of the 6th P.M. at a point 912 feet from the West section line and 1,480 feet from the North section line. State Plane Coordinates: NAD83 N-Zone: N 1,274,825; E 2,725,294. iii. Source of Water: Groundwater tributary to the North Fork of Sheep Creek, Well Permit No. 234735. iv. Appropriation Date: February 26, 2001; 30 g.p.m. conditional, 10 acre-feet average annual appropriation. The Applicants assert that this conditional water rights has been made absolute in the amount of 8 g.p.m. and 0.5 acre-feet and that 22 g.p.m. and 9.5 acre-feet remains a conditional water right. v. Use: Domestic, stock watering, irrigation of two acres and fire protection. I. Appropriative Rights of Substitution. i. Date of Original Decree: May 9, 2005, Case No. 01CW40, District Court, Water Division No. 5. ii. Description of Appropriate Rights of Substitution. The structure used in the substitution is the Jones Diversion Ditch,

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located on South Sheep Creek at a point on the North bank thereof whence the NE corner of Section15, T1N, R81W of the 6th P.M. bears South 65°25' East a distance of 6,608 feet. a. Water Right Used in Substitution: 6.0 c.f.s. in the West End Ditch No. 1 changed to the Jones Diversion Ditch in Case No. W-273, by decree entered on October 6, 1971, by the District Court, Water Division No. 5. b. Description of Substitution: Subject to the Agreement dated April 14, 1981, between the Grand River Ranch Corporation and the Town of Kremmling, the Applicants will forego diversion of up to 6 c.f.s. of the water lawfully and physically available in priority to the West End Ditch No. 1 at the Jones Diversion Ditch on the South Fork of Sheep Creek, thus making additional water available for use by the Town from the South Fork of Sheep Creek. The amount of substitute water not diverted by Applicants and thus made available to the Town will be equal to the quantity of water that otherwise would have been physically available in priority to the Town of Kremmling’s water right in the Kremmling North Feeder Ditch and the Kremmling Sheep Creek Ditch, less transit losses to the South Fork of Sheep Creek. c. Substitution Reaches: The reaches of the streams in the Sheep Creek Basin that are subject to the appropriative right of substitution are (1) on the South Fork of Sheep Creek from the point of diversion for the Jones Diversion Ditch to the point of diversion for the Jones Feeder Ditch and the Jones Reservoir No. 2; and (2) on the Middle Fork and North Fork of Sheep Creek from the points of diversion for the Kremmling North Feeder Ditch and the Kremmling Sheep Creek Ditch. d. Rate of Substitution. The maximum rate of flow is 6.0 c.f.s. conditional. The Applicants assert that this conditional appropriative right of substitution has been made absolute in the amount of 2.0 c.f.s., and that 4.0 c.f.s. remain a conditional water right. i. Source of Water: Sheep Creek Basin. ii. Appropriation Date: December 12, 2000. iii. Use: The decreed uses for the West End Ditch No. 1, the Kremmling North Feeder Ditch, and the Kremmling Sheep Creek Ditch. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures. The decree in Case No. 01CW40 determined that the conditional water rights that are the subject of this application are part of the integrated water project and system that serves development on the Grand River Ranch, and that work conducted on one feature of the project or system shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project system. The decree in Case No. 01CW40 was entered without prejudice to the Applicants right to make water rights absolute based upon actions completed prior to the date of entry of the decree. Prior to entry of the decree in Case No. 01CW40 the initial construction of the P.J. Martin Ponds and the Island Pond were completed and the Lodge Well No. 1 was drilled and equipped. Prior to the entry of the decree in Case No. 01CW40 water was diverted into the P.J. Martin Ponds, water was diverted from the Lodge Well No. 1, and the water was applied to beneficial use. During the diligence period the Applicants continued prosecution of the plan for augmentation in Case No. 01CW41, and a decree was entered in that case on June 20, 2005. The decree in Case No. 01CW41 contemplated that the Applicants would acquire a supplemental source of augmentation water by the lease of water from the Colorado River Water Conservation District. The Applicants negotiated a Water Supply Contract with the Colorado River Water Conservation District for deliveries of water from Wolford Mountain Reservoir and entered into that contract on February 10, 2006. Pursuant to that contract, the Applicants paid $92,500.00 for 100 acre-feet of water annually for 40 years, including the first year’s operation and maintenance charges, and contracted to pay annually a share of project operations and maintenance. The total amount of operation and maintenance fees paid for the period 2006-2011 is approximately $11,100.00. During the diligence period an application was filed for the Continental Divide Pond, a new conditional water storage right on the Grand River Ranch. That application, Case No. 05CW276, adjudicated a conditional water storage right for the pond, and a decree was entered in that case on October 14, 2006. In March 2006 the Grand River Ranch Owners Association (“Owners Association”), Gallagher Ranch LLC, and John J. Sie and Anna M. Sie (“Sies”) filed an application to change the conditional Collett Pond water storage right decreed in Case No. 01CW40, and to amend the appropriative rights of exchange and plan for augmentation decreed in Case No. 01CW41. That application, Case No. 06CW32, changed the Collett Pond conditional water storage right; amended the appropriative rights of exchange and plan for augmentation to permit the use of Wolford Mountain Reservoir water as an additional source of augmentation water; allowed the use of the Town of Kremmling’s pumping plant as an additional point of diversion for augmentation water supplies; and included the Continental Divide Pond as a structure in the plan for augmentation. In March 2010 the Owners Association and Gallagher Ranch LLC filed and prosecuted an application for a finding of reasonable diligence in the development of the conditional water rights for the second fillings of Jones Reservoirs No. 1 and 2. Colorado River Cattle Ranch LLC was substituted for Gallagher Ranch LLC as the co-applicant in this case. A decree finding diligence in the development of these conditional water rights was entered on February 5, 2011. During the diligence period Gallagher Ranch, LLC, sold a number of ranches on the property, installed pipe in the P.J. Martin Ditch No. 2 to reduce seepage losses and reduce operation and maintenance expenses, and constructed the Muddy Creek Pumping Plant on Muddy Creek and the associated irrigation system to provide irrigation water to lands served by the pumping plant. During the diligence period High Plains Ranch, LLC, the successor in interest to Gallagher Ranch, LLC, as owner of the Island Pond, filled that pond and applied the water to beneficial use. During the diligence period a portion of the Continental Divide Pond was completed and water stored therein and applied to beneficial use. During the diligence period the Sies changed the Collett Pond as described in the decree Case No. 06CW32, entered March 18, 2009. The Sies completed construction (to a capacity of 2.94 acre-feet) of a portion of the Collett Pond as changed by the decree in Case No. 06CW32. Sies plan to construct additional components of the Collett Pond to achieve the full decreed capacity of 14.6 acre feet. In June 2009 and thereafter water was diverted and applied to beneficial use. During the diligence period, Sies spent money in the design and construction of a portion of the Collett Pond and in engineering and legal fees related to the change of the Collett Pond in Case No. 06CW32. During the diligence period the Owners Association exercised the appropriative rights of substitution described above,

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and operated the plan for augmentation. During the diligence period the Owners Association, Gallagher Ranch LLC, and the Town of Kremmling replaced the seals on the outlet gates for Jones Reservoir No. 2 to reduce leakage from the reservoir. The Owners Association also installed and monitored the devices that measure deliveries into the reservoirs as required by the Water Supply Agreement with the Town of Kremmling. The Owners Association also continued to monitor the seepage from Jones Reservoir No. 2, and installed measuring devices below that reservoir to measure the seepage. On December 18, 2008, the State Engineer issued a hold order on Jones Reservoir No. 2 due to excessive seepage, and required the water storage in Jones Reservoir No. 2 to be lowered to a level 10 feet below the emergency spillway crest. The Owners Association and Gallagher Ranch LLC engaged consultants to advise them on what actions will be necessary to repair Jones Reservoir No. 2 and restore its full operational capacity. The consultants inspected the reservoir, conducted test borings in the dam embankments, and carried out other investigations to determine the most appropriate means to repair the Jones Reservoir No. 2 dam. In accordance with the recommendations of its consultants, in the fall of 2010 the Owners Association, Gallagher Ranch LLC, and the Town of Kremmling began a grouting program for the foundation and abutments of Jones Reservoir No. 2. That work is scheduled to be completed in May 2011. In addition during the diligence period maintenance was performed on Jones Reservoirs No. 1 and 3, and not less than $140,000 was spent on the operation, maintenance and repair of Jones Reservoirs Nos. 1, 2, and 3. During the diligence period the Owners Association and Gallagher Ranch LLC, spent approximately $60,000.00 on legal services related to the Grand River Ranch’s integrated water supply system matters described above. These entities also spent not less than $ 125,500 on engineering and administrative services in connection with the activities described above and other activities in furtherance of the development of the integrated water supply system of the Grand River Ranch. In addition, the Sies spent money and performed the work described as above in the development of their conditional water rights. Attached to this application as Exhibit A is a map showing the location of the conditional water rights and the lands that have been or in the future may be irrigated by the conditional water right for the Lodge Well No. 1. None of the other conditional water rights that are the subject to this application are used for irrigation. The Applicants request a finding that the conditional water rights have been made absolute, in part, and that they have exercised reasonable diligence in the development of each of the conditional water rights listed above, and that these water rights remain a part of the Grand River Ranch integrated water supply system for purposes of finding of reasonable diligence. The Applicants further seek a decree continuing the remaining conditional water rights for an additional six years from the date of any decree herein, to the extent not made absolute water rights. The Applicants request that any diligence activities undertaken after the date of filing of this application and prior to entry of a decree herein be considered as diligence in the development of the conditional water rights for purposes of the next diligence period, and that any decree entered herein not preclude the Applicants from relying upon such activities to assist in demonstration of reasonable diligence in the next diligence period. 5. The Applicants seek to make the following conditional water rights absolute to the extent stated here: i. Collett Pond: 2.94 acre-feet absolute for all decreed beneficial uses, with 11.66 acre-feet remaining a conditional water right. ii. Island Pond: 24.9 acre-feet absolute for all decreed beneficial uses. iii. P.J. Martin Ponds: 2.1 acre-feet absolute for all decreed beneficial uses, with 1.3 acre-feet remaining a conditional water right. iv. Lodge Well No. 1: 8 g.p.m. and 0.5 acre-feet absolute for all decreed beneficial uses, with 22 g.p.m. and 9.5 acre-feet remaining a conditional water right. v. Appropriative Right of Substitution: 2.0 c.f.s. absolute and 4.0 c.f.s. remaining a conditional water right. The Applicants also request that to the extent the conditional water rights that are the subject of this application are made absolute water rights, in whole or in part, by the diversion of water and its application to beneficial use prior to entry of a decree herein, that the court award the Applicants an absolute water right in the amounts demonstrated by the Applicants. 6. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. Grand River Ranch Owners Association, North Fork Pump Station, Lodge Well No. 1, Stated above; High Plains Ranch, LLC, Island Pond, Stated above; John and Anna Sie, Collett Pond, Stated above; Knot Interested LLC, P. J. Martin Ponds, Stated above; Postle Development Co., Low Aspen Pond, Stated above; Patricia L. McDonnell Revocable Trust, Beavers Pond and Middle Fork Ponds, Stated above. 7. Remarks or any other pertinent information: Since the Applicants are the owners of the land on which the structures and storage pools are located, no notice is required to be served on others by section 37-92-302(2) (b) (II), C.R.S. (2010). (15 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 20. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW87 (02CW323) (94CW353) EAGLE COUNTY, COLORADO, Application for Finding of Reasonable Diligence. Applicant: Eagle County Ranch Acquisition, LLC, d/b/a Castle Peak Ranch, Attn: Mike Chamas, Ranch Manager, 5200 Eby Creek Rd., P.O. Box 421, Eagle, CO 81631, mchamas@centurytel.net, (970) 328-3870 Name of Structures: Bonham Spring, Upper Wally Spring, Johnson Brothers Spring, Woodnymph Spring, Sneezeweed Spring, White Cabin Spring, Jessica's Spring, Red Cabin

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Spring, Willow Spring, Wally Spring, Mud Spring. Location: Bonham Spring: SW1/4SE1/4 of Section 24, T. 3 S., R. 85 W. of the 6th P.M., at a distance of 600 feet from the south section line and 1900 feet from the east section line; Upper Wally Spring: SE1/4NW1/4 of Section 25, T. 3 S., R. 85 W. of the 6th P.M., at a distance of 3150 feet from the south section line and 2800 feet from the east section line; Johnson Brothers Spring: SW1/4SW1/4 of Section 25, T. 3 S., R. 85 W. of the 6th P.M., at a distance 1050 feet from the south section line and 5200 feet from the east section line; Woodnymph Spring: SE1/4SE1/4 of Section 30, T. 3 S., R. 84 W. of the 6th P.M., at a distance of 500 feet from the south section line and 1950 feet from the east section line; Sneezeweed Spring: SE1/4SE1/4 of Section 30, T. 3 S., R. 84 W. of the 6th P.M., at a distance 1300 feet from the south section line and 2500 feet from the east section line; White Cabin Spring: SW1/4SW1/4 of Section 31, T. 3 S., R. 84 W. of the 6th P.M., at a distance 400 feet from the south section line and 5700 feet from the east section line; Jessica's Spring: SW1/4SE1/4 of Section 31, T. 3 S., R. 84 W. of the 6th P.M., at a distance 1450 feet from the south section line and 2900 feet from the east section line; Red Cabin Spring: SW1/4NE1/4 of Section 31, T. 3 S., R. 84 W. of the 6th P.M., at a distance 3300 feet from the south section line and 2800 feet from the east section line; Willow Spring: NW1/4SW1/4 of Section 31, T. 3 S., R. 84 W. of the 6th P.M., at a distance 2050 feet from the south section line and 6150 feet from the east section line; Wally Spring: NE1/4NE1/4 of Section 35, T. 3 S., R. 85 W. of the 6th P.M., at a distance 4400 feet from the south section line and 850 feet from the east section line; Mud Spring: NE1/4NE1/4 of Section 25, T. 3 S., R. 85 W. of the 6th P.M., at a distance 4150 feet from the south section line and 750 feet from the east section line; Amount: 0.1 cfs conditional. Conditional Uses: Livestock watering, domestic, fire protection, fish propagation, wildlife watering and augmentation. The Applicant is not filing a water augmentation plan nor has it constructed water storage facilities for fish propagation as required in the 02CW323 Decree, and therefore Applicant hereby abandons augmentation and fish propagation uses for all the springs. Additionally, Applicant also hereby abandons the domestic and fire protection uses for certain springs (Woodnymph Spring, Sneezeweed Spring, Jessica's Spring, Willow Spring and Mud Spring) because Applicant has determined that such future uses are not likely to be developed with respect to such springs. Continued Conditional Uses: Taking into account that Applicant is abandoning certain uses as set forth above, Applicant is petitioning the Water Court for a finding of reasonable diligence with respect to 0.1 cfs conditional for the following uses: Bonham Spring: livestock watering, domestic, fire protection, wildlife watering; Upper Wally Spring: livestock watering, domestic, fire protection, wildlife watering; Johnson Brothers Spring: livestock watering, domestic, fire protection, wildlife watering; Woodnymph Spring: livestock watering and wildlife watering; Sneezeweed Spring: livestock watering and wildlife watering; White Cabin Spring: livestock watering, domestic, fire protection, wildlife watering; Jessica's Spring: livestock watering and wildlife watering; Red Cabin Spring: livestock watering, domestic, fire protection, wildlife watering; Willow Spring: livestock watering and wildlife watering; Wally Spring: livestock watering, domestic, fire protection, wildlife watering; Mud Spring: livestock watering and wildlife watering. Source: Springs tributary to Eby Creek, tributary to the Eagle River, tributary to the Colorado River. Appropriation date: August 9, 1994. Landowners: Landowner is Applicant. (7 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 21. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW88 GARFIELD COUNTY. APPLICATION FOR CHANGE OF WATER RIGHTS. Applicant Information: Michael and Janet Greene, 1 Red Wing Lane, Carbondale, CO 81623, c/o Robert M. Noone, Esq., The Noone Law Firm, P.C., P.O. Drawer 39, Glenwood Springs, CO 81602. Decreed water rights for which change is sought:

Name of Structure(1) Decreed Amount(2)

Priority No. Decreed Location Adj. Date Appropriation

Date Case No. (C.A.)(3) Source

Park Ditch 9.0 c.f.s. 221A SE¼ SW¼ NW¼ Sec. 7, T7S, R87W 06/26/1913 09/12/1904 1627 Cattle

Crk.

Park Ditch 4.1 c.f.s. 232 SE¼ SW¼ NW¼ Sec. 7, T7S, R87W 06/09/1916 07/01/1912 1821 Cattle

Crk.

Park Ditch 1.8 c.f.s. 221A SE¼ SW¼ NW¼ Sec. 7, T7S, R87W 04/16/1917 09/12/1904 1627 Cattle

Crk.

Park Ditch 2.0 c.f.s. 232 SE¼ SW¼ NW¼ Sec. 7, T7S, R87W 09/05/1918 07/01/1912 1973 Cattle

Crk. Landis Canal, Alt.

Pt. Park Ditch, 80CW113

130.0 c.f.s. 718 SE¼ SW¼ NW¼ Sec. 7, T7S, R87W 06/20/1958 07/29/1957 4613 Cattle

Crk.

Consolidate Res. 595.0 a.f. 8B SE¼ NE¼ Sec. 19, T6S, R87W 02/15/1921 09/08/1898 2144 Coulter

Crk.

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Cons. Res., 1st Enlg. 285.6 a.f. 678 SE¼ NE¼ Sec. 19, T6S, R87W 06/20/1958 09/01/1948 4613 Coulter

Crk. Cons. Res., 2nd

Enlg. 401.0 a.f. 754 SE¼ NE¼ Sec. 19, T6S, R87W 11/05/1971 09/01/1948 5884 Coulter

Crk. (1) Direct flow diversions under the shares in the Park Ditch Company are supplemented by releases from Consolidated

Reservoir. (2) Decreed Use: Irrigation. (3) District Court in and for Garfield County

Change requested: Applicants seek to change the place of use of their 1% pro rata share of the subject water rights (0.11 c.f.s.) from its historic irrigation of 7.8 acres in the SW¼, Sec. 12 and N½, Sec. 13, T.7S, R.88W, which has been or will be dried-up so as to not expand consumptive use, to irrigation of 4.68 acres in the SW¼, NE¼, Sec. 13, T.7S, R.88W at Lot 1, Hawk Ridge Subdivision, according to the Amended Plat recorded in Garfield County at Reception No. 411262. Both the historically irrigated acreage being dried up and the new acreage to be irrigated by the subject water rights are located in the Cattle Creek drainage. See Figure No. 1 of Application. The proposed change does not involve a change in point of diversion or a change in the type of use originally decreed to the subject water rights. The Applicants’ water entitlement will be delivered from the historic place of use and pumped to the new place of use. Name(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: Applicants and Randall and Pamela Johnson, 3059 CR 103, Carbondale, CO 81623. (8 pages, 9 Ex.) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 22. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW89 GRAND COUNTY-APPLICATION FOR FINDING OF REASONABLE DILIGENCE. 1. Name and Address of Applicant. Knot Interested LLC, c/o Warren M. Heilbronner, Sullivan & Worcester, One Post Office Square, Boston, MA 02109 Applicant notes that its name was spelled incorrectly in the final decree issued in the original case in this matter, Case No. 04CW89. The correct spelling is set forth above. Please direct all pleadings to Applicant’s counsel, Holland & Hart LLP, at the address identified above. 2. Names of Structures. Aspen Meadow Spring No. 1 and Aspen Meadow Spring No. 2. 3. Information From Previous Decree. Original Decree: Case No. 04CW89 Date Entered: May 9, 2005 District Court, Water Division No. 5 Aspen Meadow Spring No. 1. Point of Diversion: A spring located in the SE ¼ of the NE ¼ of Section 5, Township 1 North, Range 81 West of the 6th P.M., at a point that is 1,934 feet from the North section line and 1,014 feet from the East Section line. A map depicting the location of Aspen Meadow Spring No. 1 is attached to the Application as Figure 1. Source: Spring flow tributary to Sheep Creek, tributary to the Colorado River. Appropriation Date: May 15, 2003 Rate of Diversion: 80 g.p.m. combined total for Aspen Meadow Spring No. 1 and Aspen Meadow Spring No. 2; 40 g.p.m. conditional, 40 g.p.m. absolute. Use: Storage in P.J. Martin Ponds Nos. 1 and 2, for stock water, piscatorial, wildlife, recreation, and firefighting uses. The Aspen Meadow Springs are used as a source of supply for the P.J. Martin Ponds Nos. 1 and 2 as decreed in Case No. 01CW40, Water Division No. 5. Aspen Meadow Spring No. 2. Point of Diversion: A spring located in the SE ¼ of the NE ¼ of Section 5, Township 1 North, Range 81 West of the 6th P.M., at a point that is 2,070 feet from the North section line and 912 feet from the East Section line. A map depicting the location of Aspen Meadow Spring No. 2 is attached to the Application as Figure 1. Source: Spring flow tributary to Sheep Creek, tributary to the Colorado River. Appropriation Date: May 15, 2003. Rate of Diversion: 80 g.p.m. combined total for Aspen Meadow Spring No. 1 and Aspen Meadow Spring No. 2; 40 g.p.m. conditional, 40 g.p.m. absolute. Use: Storage in P.J. Martin Ponds Nos. 1 and 2, for stock water, piscatorial, wildlife, recreation, and firefighting uses. The Aspen Meadow Springs are a source of supply for the P.J. Martin Ponds Nos. 1 and 2 as decreed in Case No. 01CW40, Water Division No. 5. The claimed beneficial uses for the Aspen Meadow Spring Nos. 1 and 2 are the same uses claimed for the P.J. Martin Ponds in Case No. 01CW40, Water Division No. 5. Integrated System. The Aspen Meadow Springs Nos. 1 and 2, in conjunction with water rights decreed in Case No. 01CW40, are components of an integrated water supply project and system that serves the development on the Grand River Ranch. See decree entered on June 20, 2005 in Case No. 01CW40. “When a project or integrated system is comprised of several features, work on one feature of the project or system shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system.” C.R.S. § 37-92-301(4)(b). 5. Outline of Diligence Activity During the Diligence Period. During the most recent diligence period, Applicant has, in conjunction with the Grand River Ranch Applicants in Case No. 01CW40, which includes Applicant and the Grand River Ranch Owners Association (“Owners Association”), of which Applicant is a member (together, the “GRR Applicants”), continued to take steps to diligently develop the conditional water rights including, without limitation, the activities described in the list below. This list is not intended to be all-inclusive and may be

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supplemented by additional evidence. Pipe was installed in the P.J. Martin Ditch No. 2, including on the property owned by Applicant, to reduce seepage losses and reduce operation and maintenance expenses. Prior to entry of the decree in Case No. 01CW40 the initial construction of the P.J. Martin Ponds on the property now owned by Applicant and the Island Pond was completed and the Lodge Well No. 1 was drilled and equipped. Prior to the entry of the decree in Case No. 01CW40 water was diverted into the P.J. Martin Ponds, water was diverted from the Lodge Well No. 1, and the water was applied to beneficial use. Several GRR Applicants, including Applicant, continued prosecution of the plan for augmentation in Case No. 01CW41, and a decree was entered in that case on June 20, 2005. The decree in Case No. 01CW41 contemplated that several GRR Applicants, including Applicant, would acquire a supplemental source of augmentation water by the lease of water from the Colorado River Water Conservation District. Those applicants negotiated a Water Supply Contract with the Colorado River Water Conservation District for deliveries of water from Wolford Mountain Reservoir and entered into that contract on February 10, 2006. Pursuant to that contract, those applicants paid $92,500.00 for 100 acre-feet of water annually for 40 years, including the first year’s operation and maintenance charges, and contracted to pay annually a share of project operations and maintenance. The total amount of operation and maintenance fees paid for the period 2006-2011 is approximately $11,100.00. An application was filed for the Continental Divide Pond, a new conditional water storage right on the Grand River Ranch. That application, Case No. 05CW276, adjudicated a conditional water storage right for the pond, and a decree was entered in that case on October 14, 2006. In March 2006, several GRR Applicants filed an application to change the conditional Collett Pond water storage right decreed in Case No. 01CW40, and to amend the appropriative rights of exchange and plan for augmentation decreed in Case No. 01CW41. That application, Case No. 06CW32, changed the Collett Pond conditional water storage right; amended the appropriative rights of exchange and plan for augmentation to permit the use of Wolford Mountain Reservoir water as an additional source of augmentation water; allowed the use of the Town of Kremmling’s pumping plant as an additional point of diversion for augmentation water supplies; and included the Continental Divide Pond as a structure in the plan for augmentation. In March 2010 the Owners Association and Gallagher Ranch LLC filed and prosecuted an application for a finding of reasonable diligence in the development of the conditional water rights for the second fillings of Jones Reservoirs No. 1 and 2. Colorado River Cattle Ranch LLC was substituted for Gallagher Ranch LLC as the co-applicant in this case. A decree finding diligence in the development of these conditional water rights was entered on February 5, 2011. Gallagher Ranch, LLC, sold a number of ranches on the property and constructed the Muddy Creek Pumping Plant on Muddy Creek and the associated irrigation system to provide irrigation water to lands served by the pumping plant. High Plains Ranch, LLC, the successor in interest to Gallagher Ranch, LLC, as owner of the Island Pond, filled that pond and applied the water to beneficial use. The Continental Divide Pond was completed and water was stored therein and applied to beneficial use. Construction was completed on part of the Collett Pond as changed by the decree in Case No. 06CW32 and water was diverted and stored therein and applied to beneficial use. The Collett Pond was changed as described in the decree in Case No. 06CW32, which was entered on March 18, 2009. Construction of a portion of the Collett Pond, as changed by the decree in Case No. 06CW32, was completed (to a capacity of 2.94 acre-feet). Future plans include constructing additional components of the Collett Pond to achieve the full decreed capacity of 14.6 acre feet. In June 2009 and thereafter water was diverted and applied to beneficial use. Significant amounts of money was spent to design and construct the portion of the Collett Pond and for engineering and legal fees related to the change of the Collett Pond in Case No. 06CW32. The Owners Association operated the plan for augmentation and exercised the appropriative rights of substitution described in the most recent diligence application for the water rights originally decreed in Case No. 01CW40. Several GRR Applicants, including the Owners Association, and the Town of Kremmling replaced the seals on the outlet gates for Jones Reservoir No. 2 to reduce leakage from the reservoir. Devices that measure deliveries into the reservoirs as required by the Water Supply Agreement with the Town of Kremmling were also installed and monitored. The Owners Association also continued to monitor the seepage from Jones Reservoir No. 2, and installed measuring devices below that reservoir to measure the seepage. On December 18, 2008 the State Engineer issued a hold order on Jones Reservoir No. 2 due to excessive seepage, and the water storage in Jones Reservoir No. 2 to be lowered to a level ten feet below the emergency spillway crest. Several GRR Applicants, including the Owners Association, engaged consultants to advise them on what actions will be necessary to repair Jones Reservoir No. 2 and restore its full operational capacity. The consultants inspected the reservoir, conducted test borings in the dam embankments, and carried out other investigations to determine the most appropriate means to repair the Jones Reservoir No. 2 dam. In accordance with the recommendations of its consultants, in the fall of 2010 several GRR Applicants, including the Owners Association, began a grouting program for the foundation and abutments of Jones Reservoir No. 2. That work is scheduled to be completed in May 2011. In addition during the diligence period maintenance was performed on Jones Reservoirs No. 1 and 3 and not less than $140,000 was spent on the operation, maintenance and repair of Jones Reservoirs Nos. 1, 2, and 3. During the diligence period several GRR Applicants, including the Owners Association, spent approximately $60,000.00 on legal services related to the Grand River Ranch’s integrated water supply system matters described above. These entities also spent not less than $ 125,500 on engineering and administrative services in connection with the activities described above and other activities in furtherance of the development of the integrated water supply system of the Grand River Ranch. Name and Address of Owner of Land on Which Structure is Located and Upon Which Water is Placed to Beneficial Use. Applicant (see above) (8 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s

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attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 23. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW90 MESA, BADGER WASH, WEST SALT CREEK, COLORADO RIVER, Christopher N. Stadlbauer, as Personal Representative of the Estate of Robert Lee Beville, also known as Robert L. Beville and R.L. Beville (Mesa County, District Court, Case No.09PR431) (“the Beville Estate”.),P. O. Box 3147,Telluride, CO 81435, cstadlbauer@yahoo.com,(970) 623-4519. , with copies to Kirsten M. Kurath, Williams, Turner & Holmes, P.C., PO Box 338, Grand Junction, CO 81502, (970) 242-6262, kmkurath@wth-law.com. Application for Finding of Reasonable Diligence. Structures: Currier Badger Wash Pump, Ditch and Regulating Storage Reservoir, Original Decree: September 13, 1977, Case No: W-3287, District Court, Water Div 5, Subsequent Decrees: Case Nos. 95CW216 and 02CW65, District Court, Water Div. 5. Location: The original decreed point of diversion is located in the NW1/4N/E1/4,Sec.19,T.9S.,R.103W., 6th P.M., at a point whence the NE Corner of said Section 19 bears North 69° 02' East 2,288.08 feet. In Case No. 95CW215, Loralee Pump Station was decreed to be an alternate point of diversion for this right. The Loralee Pump Station is located 700 feet South of the North section line and 50 feet East of the West section line of Sec. 29, T.9S., R.103W., 6th P.M. See Exhibit A attached to Application. Source: Badger Wash, tributary to West Salt Creek, tributary to the Colorado River. Appropriation: December 17, 1976. Amount and uses: 5.0 c.f.s. for irrigation, fish propagation, recreation, livestock and domestic purposes, conditional. The Beville Estate has an interest in 3.3 c.f.s. of the conditional water rights and seeks a finding of diligence for this full 3.3 c.f.s. A detailed outline of work that has been done toward or for completion of the appropriation of the conditional water rights described above is provided in the Application. As the personal representative of the Beville Estate, Applicant has the authority to take such actions as are necessary to protect the assets of the estate. Maintaining the conditional water rights is necessary to protect the Beville Estate’s property interest in both the water rights and the real estate to be benefited by the water rights. May 26, 2011, the conditional water rights were conveyed to the Applicant by warranty deed. Names and addresses of landowners: The Sasser Living Trust, 625 R. Road, Mack, CO, 81525-9727; Dennis W. Sheader and Glenna J. Sheader 703 M 8/10 Road, Mack, CO, 81525-9742; T. Roland Evans, 561 Broadway, Hamilton, IL, 62341 and 740 U.S. Highway 6 & 50, Mack, CO 81525. The Decree in Case No. 02CW65 required a diligence application to be filed in March, 2010. However, the notice required by Section 37-92-305(7), C.R.S. was not sent by the Water Clerk until March 24, 2011. This notice stated that Applicant has until the last day of May, 2011 to file a diligence application. Failure of the Water Clerk to give such notice extends the time for filing a diligence application. Double RL Co. v. Telluray Ranch Properties, 54 P.3d 908 (Colo. 2002).(7 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 24. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW92 IN EAGLE, GRAND AND PITKIN COUNTIES, COLORADO, concerning the APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION AND EXCHANGE of the Upper Eagle Regional Water Authority, c/o Glenn E. Porzak, Kevin J. Kinnear, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302, 303-443-6800. 1. Name and address of applicant: Upper Eagle Regional Water Authority, c/o General Manager, 846 Forest Road, Vail, Colorado 81657. 2. Description of water rights to be augmented directly or by exchange: Applicant seeks to augment directly or by exchange up to 345 consumptive acre feet of water per year (less transport losses from the replacement sources) of out of priority depletions resulting from municipal diversions (to include municipal, domestic, irrigation, commercial, industrial, recreational and all other water uses furnished by the Applicant) at the following structures: (a) Metcalf Headgate, located on the Eagle River in the SE/4 SW/4 of Section 7, T. 5 S., R. 81 W., 6th P.M. at a point 870 feet from the south section line and 1,485 feet from the west section line. (b) Raw Water Booster Pump Headgate, located on the Eagle River in the NW/4 NW/4 of Section 12, T. 5 S., R. 82 W., 6th P.M. at a point 1,165 feet from the north section line and 480 feet from the west section line. The above structures are used by the Applicant pursuant to the decrees of the District Court in and for Water Division No. 5 (the “Water Court”) in Case Nos. 85CW608 through 85CW613, and in subsequent decrees including in Case No. 00CW83. (c) UERWA Point A, located on Lake Creek in the SE/4 NE/4 of Section 6, T. 5 S., R. 82 W., 6th P.M. at a point 1,700 feet from the north section line and 410 feet from the east section line, or at a headgate well in the alluvium of Lake Creek. This diversion was decreed in Water Court Case No. 93CW291 for 11.6 cfs. (d) Edwards Water District Well No. 2, located in the Eagle River alluvium in the SE/4 SW/4 of Section 4, T. 5 S., R. 82 W., 6th P.M. at a point 750 feet from the south section line and 2,100 feet from the West section line for 0.440 cfs in accordance with the decrees in Water Court Case Nos. 81CW161, 81CW195 and 85CW610. (e) June Creek Ranch Well No. 2, located in the Eagle River alluvium in the NW/4 SW/4

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of Section 4, T. 5 S., R. 82 W., 6th P.M. at a point 2,240 feet from the south section line and 510 feet from the west section line, for 1.11 cfs in accordance with the decrees in Water Court Case Nos. W-3999, 82CW228, 84CW200, 84CW233, 88CW268 and 85CW613. (f) June Creek Ranch Well No. 4 (aka, Berry Creek Well No. 3), located in the Eagle River alluvium in the SW/4 NW/4 of Section 4, T. 5 S., R. 82 W., 6th P.M. at a point 2,530 feet from the north section line and 125 feet from the west section line, for 100 gpm in accordance with the decrees in Water Court Case Nos. W-3999, 82CW228, 84CW200, 84CW233, 88CW268 and 85CW613. (g) June Creek Ranch Well No. 6, located in the Eagle River alluvium in the NW/4 SW/4 of Section 4, T. 5 S., R. 82 W., 6th P.M. at a point 1,680 feet from the south section line and 760 feet from the west section line, for 1.11 cfs in accordance with the decrees in Water Court Case Nos. W-3999, 82CW228, 84CW200, 84CW233, 88CW268 and 85CW613. (h) Stag Gulch Wellfield, aka the Fenno Wells (“the Wellfield”) including up to thirty-five individual wells, all located in the County of Eagle, Colorado. The locations of the Stag Gulch Wells, as decreed in Case No. 91CW77 and as amended by the decree in Case No. 96CW021, are described on the attached Exhibit A. In the decree in Case 91CW77, the Applicant was granted the right to develop their ground water supplies through the wellfield concept, without having to amend the decree each time a new well location is determined. The source of the Wellfield is groundwater from bedrock aquifers hydraulically connected to the Eagle River, a tributary to the Colorado River, or to Squaw Creek, a tributary to the Eagle River, tributary to the Colorado River, with an appropriation date of April 26, 1990, for 450 gallons per minute for the Wellfield, for irrigation, domestic, municipal, stockwatering, augmentation, replacement, exchange, commercial, storage, recreation, piscatorial, golf course hazard and fire protection purposes. A total of 250 g.p.m. was previously made absolute by the decree in Case No. 98CW8 for all uses listed above, except for augmentation, replacement, and exchange purposes. (i) Edwards Water Facility, being a point located in the NW1/4 SW1/4 of Section 4, T. 5 S., R. 82 W., 6th P.M., on the northerly bank of the Eagle River at a point 1,393 feet from the south section line and 654 feet from the west section line. This structure was decreed as an alternate point of diversion for water rights owned by Applicant in Case No. 00CW83 and is sought as a point of diversion for 0.4 cfs in Case No. 02CW403. 3. Description of the water rights to be used as the source of augmentation water: Up to 345 acre feet of water from the following structures and water rights: (a) 200 acre-feet of water per year from Wolford Mountain Reservoir under Contract No. CW02020 with the Colorado River Water Conservation District (as assigned from the Squaw Creek Metropolitan District). Wolford Mountain Reservoir is decreed as follows: (1) Case No. 87CW283: Date: November 20, 1989. Legal description of point of diversion or place of storage: The dam is located in the SW¼ of the NE¼ of Section 25, T. 2 N., R. 81 W., 6th P.M. The intersection of the dam axis with the right abutment will occur at a point which bears W. 54°54'20" E. a distance of 3,716.46 feet from the NW Corner of said Section 25. Source: Muddy Creek and its tributaries. Amount: 59,993 acre feet conditional; of this amount, 32,986 acre feet have been made absolute for piscatorial and recreational uses by decree entered in Water Court Case No. 95CW281. Appropriation Date: December 14, 1987. Decreed Use: All beneficial uses, including but not limited to domestic, municipal, agricultural and recreational uses. (2) Case No. 95CW281: Date: August 26, 1997. Legal description of point of diversion or place of storage: The dam is located in the SW¼ of the NE¼ of Section 25, T. 2 N., R. 81 W., 6th P.M. The as-built intersection of the dam axis (Sta. D19+35.61) with the West Access Road (Sta. WR50+55.05), as shown on the Colorado River Water Conservation District, Wolford Mountain Project, Ritschard Dam construction drawing "Dimensional Dam Layout" sheet 8 of 94, occurs at a point which bears S. 53°24'56" E. a distance of 3,395.51 feet from the NW Corner of said Section 25; the bearing of said dam axis from Sta. 19+35.61 to Sta. 0+00 being S. 75° 28' 29" E. Source: Muddy Creek and its tributaries. Amount: 6,000 acre feet conditional. Appropriation Date: January 16, 1995. Decreed Use: All beneficial uses by and for the benefit of the inhabitants of the Colorado River Water Conservation District, including but not limited to domestic, municipal, industrial, irrigation, agricultural, piscatorial and recreational; such uses will include environmental mitigation, including environmental mitigation requirements associated with the Wolford Mountain Project; such uses will be made directly or by substitution, augmentation, or exchange. (3) Case No. 98CW237: Decree Date: July 6, 2000. Legal Description of place of storage: Same as for 95CW281. Source: Muddy Creek and its tributaries. Amount: 30,000 acre feet conditional with 15,895 AF being absolute for recreational and piscatorial and flood control. Appropriation Date: November 17, 1998. Use: Certain of the beneficial uses previously adjudicated for Wolford Mountain Reservoir in Case No. 87CW283, District Court for Colorado Water Division No. 5 (November 20, 1989 Judgment and Decree), and Case No. 95CW281, District Court for Colorado Water Division No. 5 (August 26, 1997 Judgment and Decree). (b) 200 acre-feet of water per year from Ruedi Reservoir under Contract No. CW02020 with the Colorado River Water Conservation District (as assigned from the Squaw Creek Metropolitan District). The Colorado River Water Conservation District holds Contracts No. 009D6C0111, 009D6C0118, 039F6C0011, and 078D6C0106 from the United States Bureau of Reclamation for 6,730 acre feet of annual supply from Ruedi Reservoir and may obtain additional contracts in the future. This water will be used in addition to and substitution for Wolford Mountain Reservoir water in appropriate circumstances where Ruedi Reservoir water is physically equivalent to Wolford Mountain Reservoir water. Ruedi Reservoir is located in Sections 7, 8, 9, 11 and 14 through 18, T. 8 S., R. 84 W., 6th P.M., in Eagle and Pitkin Counties. The dam axis intersects the right abutment at a point whence the SW corner of Section 7, T. 8 S., R. 84 W. of the 6th P.M. bears N. 82º10'W. a distance of 1,285 feet. The source is the Fryingpan River. Ruedi Reservoir is decreed as follows: (1) Civil Action No. 4613: Decree Date: June 20, 1958. Court: Garfield County District Court. Amount: 140,697.3 acre feet, reduced to 102,369 acre feet pursuant to order of the Water Court in Case No. W-789-76. The full amount was made absolute in Case No. 88CW85. Appropriation Date: July 29, 1957. Use: Domestic, municipal, irrigation, industrial, generation of electrical energy, stock watering and piscatorial. (2) Case No. 81CW34: Decree Date: April 8, 1985. Court: District Court, Water Div. No. 5. Amount: 101,280 acre feet (refill); of this amount, 44,509 acre feet were made absolute in Case No. 95CW95 and 25,257 acre feet were made

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absolute in Case No. 01CW269, for a total of 69,766 acre feet absolute. Appropriation Date: Jan. 22, 1981. Use: Irrigation, domestic, municipal, generation of electrical energy, stock watering, industrial, piscatorial, recreation and maintenance of sufficient storage reserves to fulfill contractual obligations and provide stored water for recreation in times of drought. (c) 20 acre-feet of water per year from Eagle Park Reservoir under Contract No. CW02020 with the Colorado River Water Conservation District (as assigned from Squaw Creek Metropolitan District). Eagle Park Reservoir is decreed by the Water Court in and for Water Division No. 5 (the “Water Court”) in Case Nos. 92CW340 and 93CW301, for a combined total capacity of 27,600 acre feet, with an appropriation date of March 16, 1991, for 5,300 acre feet, and May 18, 1993, for 22,300 acre feet, together with the right to divert at the rate of 80 cfs under the August 10, 1956 appropriation date of the Pando Feeder Canal pursuant to the decree of the Water Court in Case No. 97CW288, for mining, milling, industrial, snowmaking, municipal, domestic, stock watering, recreation, fish and wildlife, irrigation, agricultural, exchange, replacement, augmentation and all other beneficial purposes. The north abutment of the dam crest is located approximately 160 feet north of the south section line and 650 feet east of the west section line of Section 28, T. 7 S., R. 79 W., 6th P.M., Eagle County, Colorado. Eagle Park Reservoir is augmented by exchange by decree of the Water Court in Case No. 95CW348. Eagle Park Reservoir Company has made absolute 3,148 acre-feet of the original 5,300 acre-feet by decree of the Water Court entered in Case No. 00CW210. The source of Eagle Park Reservoir is the East Fork of the Eagle River including runoff, surface flow and seepage from the area above the reservoir and tributary thereto, and water tributary to Tenmile Creek a tributary of the Blue River. In addition to the tributary area upstream of the reservoir, the specific points of diversion into storage for Eagle Park Reservoir are as follows: (1) The East Fork Interceptor Ditch, which has a capacity of 48 cfs and diverts from unnamed tributaries of the East Fork of the Eagle River at the following points, all of which are located in Eagle County, Colorado: (i) 900 feet south of the north section line and 1100 feet west of the east section line of Section 5, T. 8 S., R. 79 W., 6th P.M. (ii) 1250 feet south of the north section line and 700 feet east of the west section line of Section 4, T. 8 S., R. 79 W., 6th P.M. (iii) 1200 feet north of the south section line and 800 feet east of the west section line of Section 33, T. 7 S., R. 79 W., 6th P.M. (iv) Runoff, surface flow, and seepage from the area above the East Fork Interceptor Ditch as it runs between the above-described points of diversion and Eagle Park Reservoir. (2) The Chalk Mountain Interceptor Ditch, which has a capacity of 12 cfs and diverts runoff and seepage as it runs a distance of approximately 3.4 miles from Fremont Pass, located in the W1/2 of Section 11, T. 8 S., R. 79 W., 6th P.M., northwesterly along State Highway 91 and the South side of Robinson Tailing Pond, thence westerly to the south of Chalk Mountain Reservoir and Robinson Reservoir, thence northwesterly to Eagle Park Reservoir. The Chalk Mountain Interceptor Ditch diverts water from the headwaters of Tenmile Creek in Summit County and from the headwaters of the East Fork of the Eagle River in Eagle County. (3) The East Interceptor Ditch, which has a capacity of 20 cfs and runs northeasterly from a point whence the northeast corner of Section 2, T. 8 S., R. 79 W., 6th P.M. bears North 77°20' East a distance of 850 feet at the north fork of McNulty Creek, thence along the east side of Robinson and Tenmile Tailing Ponds into Supply Canal No. 1 described below. The East Interceptor Ditch diverts water from the north fork of McNulty Creek and surface flow, seepage, and runoff from watersheds above it that are tributary to Tenmile Creek. (4) The Supply Canal No. 1, which has a capacity of 10 cfs and diverts water from the following tributaries of Tenmile Creek at the following points: (i) On the west bank of Humbug Creek at a point whence the southwest corner of Section 18, T. 7 S., R. 78 W. bears South 71°35' West a distance of 3250 feet. (ii) On the south bank of Mayflower Creek at a point whence the northeast corner of Section 24, T. 7 S., R. 79 W., 6th P.M. bears North 16°55' East a distance of 2250 feet. (iii) Runoff, surface flow, and seepage from the area above the Supply Canal No. 1 as it runs between the above-described points of diversion and the Climax Mill. (5) The Supply Canal No. 2, which has a capacity of 10 cfs and diverts water from the following tributaries of Tenmile Creek at the following points: (i) On the west bank of Searle Creek at a point whence U.S.L.M. Kokomo bears South 45°58' East 3740 feet (located in the NW¼ of the SE¼ of Section 13, T. 7 S., R. 79 W., 6th P.M.). (ii) On the south bank of Kokomo Creek at a point whence U.S.L.M. Kokomo bears North 39°36' east 2635 feet (located in the SE¼ of Section 22, T. 7 S., R. 79 W., 6th P.M.). (iii) Runoff, surface flow, and seepage from the area above the Supply Canal No. 2 as it runs between the above-described points of diversion and the Climax Mill. (6) The East Fork Pumping Plant, which has a capacity of 6 cfs and diverts from the East Fork of the Eagle River at a point in the SE¼ NE¼ of Section 32, T. 7 S., R. 79 W., 6th P.M. at a point whence the NE corner of said Section 32 bears N. 31°53' E. a distance of 2414 feet. The East Fork Pumping Plant is augmented by exchange by decree of the Water Court in Case No. 03CW211. (d) 125 acre-feet of water per year from Homestake Reservoir. Applicant is the owner of 125 shares of Class B stock in the Eagle Park Reservoir Company which entitles the Applicant to the annual release of up to 125 acre-feet of water from Homestake Reservoir. The right to the annual release of this Homestake Reservoir water is obtained pursuant to (1) the 2004 Water Exchange Agreement dated June 21, 2004, among the City of Aurora, the Eagle Park Reservoir Company, the Colorado River Water Conservation District, the applicant, Upper Eagle Regional Water Authority and Vail Associates, Inc.; and (2) the 2004 Homestake Reservoir Agreement dated July 22, 2004, among the Eagle Park Reservoir Company, the Colorado River Water Conservation District, the applicant, Eagle River Water and Sanitation District, and Vail Associates, Inc. Homestake Reservoir, also known as Elliott-Weers Reservoir, was decreed by the Eagle County District Court in Civil Action No. 1193 for 83,338.98 acre feet conditional, 43,504.7 acre feet of which is now absolute. This reservoir is located on Homestake Creek with a dam being located whence the NW Corner of Section 31, T. 7 S., R. 80 W., 6th P.M. bears N. 58°30.6' E. 24,659 feet from the East dam abutment and N. 62°25.8' E. 25,746 feet from the West dam abutment. The sources of supply of said reservoir are the East Fork of Homestake Creek, the Middle Fork of Homestake Creek and Homestake Creek. 4. Description of the plan for augmentation and exchange: By this application, Applicant seeks the right to divert out of priority the water rights and/or structures described in paragraph 2 above on a year round basis for use throughout Applicant’s service area, as

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that service area may expand from time to time. The structures and current service area are indicated on the attached maps.(a) Augmentation plan. To permit the requested out of priority diversions, Applicant proposes to either: (1) cause the release of or otherwise commit to the Colorado River up to 200 acre-feet of water per year from Wolford Mountain Reservoir, or alternatively Ruedi Reservoir, described in paragraph 3(a) and 3(b) above; (2) cause the release of up to 20 acre-feet of water per year from Eagle Park Reservoir described in paragraph 3(c) above; and (3) cause the release of up to 125 acre-feet of water per year from Homestake Reservoir described in paragraph 3(d) above. Out of priority depletions caused by the use of the structures described in paragraph 2 above will be accounted for in accordance with the attached Exhibit D, which is the stipulated method for determining depletions throughout the Authority, or such other methods as may be determined by the Court. (b) Exchange plan reach and rate: Applicant seeks approval of a plan to augment by exchange out of priority diversions by the water rights and/or structures described in paragraph 2 above, when augmented by the water rights described in paragraph 3(a) and 3(b) above. The downstream terminus of the exchange involving Wolford Mountain Reservoir water is the confluence of the Colorado River and the Eagle River. The downstream terminus of the exchange involving Ruedi Reservoir water is the confluence of the Roaring Fork River and the Colorado River. The upstream termini of the subject exchanges are the water rights and/or structures more fully described in paragraph 2 above. The maximum rate of exchange is 10 cfs conditional to the water rights and/or structures identified in paragraph 2 above. (c) Priority date: Applicant seeks a May 25, 2011 priority date in connection with the subject plan for exchange involving Wolford Mountain Reservoir and/or Ruedi Reservoir. (d) In priority diversions: Applicant shall have the right to divert any of the water rights and structures described in paragraph 2 whenever they are in priority. The source of augmentation water described in paragraph 3 need only be utilized when the water rights and structures described in paragraph 2 are out of priority, irrespective of the relative priorities of the water rights to be augmented and the source of augmentation water. 5. Terms and Conditions: (a) So as to ensure proper operation of the subject plan for augmentation and exchange, Applicant will install and maintain such measuring devices and implement such accounting procedures as may be required by the State or Division Engineers to administer the terms of any decree entered in this case. (b)The proposed exchange will only operate when in priority and will not operate when any intervening water right within the exchange reach that is senior to the priority of the exchange places a call that is recognized and administered by the Division Engineer. The Division Engineer’s administration of a call is a water matter subject to review by the Water Court. Nothing herein will change any measurement obligation, if any, of any other water user. 6. Remarks: The structures described in paragraph 2(a)-(g) are owned by the Applicant. Wolford Mountain Reservoir described in paragraph 3(a) is owned by the Colorado River Water Conservation District. Ruedi Reservoir described in paragraph 3(b) is owned by the United States of America. Eagle Park Reservoir is owned by the Eagle Park Reservoir Company. Homestake Reservoir is owned by the Cities of Aurora and Colorado Springs. Applicant owns or has the contractual right to use all of the water described in paragraph 3. A map showing the Applicant’s existing service area and points of diversion, and a map showing the subject exchange reaches, including Wolford Mountain Reservoir and Ruedi Reservoir, are attached. WHEREFORE, Applicant requests that this Court enter a decree which: 1. Approves the plan for augmentation and exchange described in paragraph 4 above; and 2. Finds that as a result of the subject plan for augmentation and exchange, there will be no injury to any owner of or persons entitled to use water under a vested water right or decreed conditional water right. (15 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 25. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW93 GARFIELD, GUNNISON, MESA, and PITKIN COUNTIES, APPLICATION TO MAKE CONDITIONAL WATER RIGHT PARTIALLY ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE (WEST DIVIDE PROJECT). Applicants: Colorado River Water Conservation District (“River District”), c/o R. Eric Kuhn, Secretary/General Manager, P.O. Box 1120, Glenwood Springs, Colorado 81602 (970) 945-8522. Please direct all pleadings and correspondence in this case to: Peter C. Fleming and Jason V. Turner. West Divide Water Conservancy District (“West Divide District”), c/o Janet Maddock, Secretary, P.O. Box 1478, Rifle, Colorado 81650, (970) 625-5461. Please direct all pleadings and correspondence in this case to: Edward B. Olszewski, Olszewski, Massih & Maurer, P.C., P.O. Box 916, Glenwood Springs, CO 81602. Introduction: This Application is filed pursuant to C.R.S. § 37-92-301(4) and § 37-92-601. The Colorado River Water Conservation District (hereinafter “River District”) is a political subdivision of the State formed by the Colorado Legislature (See C.R.S. § 37-46-101, et seq.) in 1937 for the purpose of safeguarding for the State of Colorado the beneficial consumptive use in Colorado of that portion of the waters of the Colorado River equitably apportioned to the state by interstate compact. Geographically, the River District encompasses an area of approximately 29,000 square miles, including all of twelve and parts of three western Colorado counties. Included in that area are the headwaters and tributaries of the Colorado River mainstem and its principal tributaries, the Gunnison, the White and the Yampa Rivers. The general powers of the River District, set forth in C.R.S. § 37-46-107, inter alia, direct the River District to make surveys and investigations to ascertain the best method of utilizing stream flows within the River District and to make appropriations “ . . . for

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the use and benefit of the ultimate appropriators . . . .” This statute further directs the River District “. . . to perform all acts and things necessary or advisable to secure and insure an adequate supply of water, present and future, for irrigation, mining, manufacturing, and domestic purposes within said districts.” The decree that is the subject of this Application was obtained in furtherance of these statutory directives. Many of the decrees obtained by the River District are for projects originally authorized either for construction or feasibility investigation by the Bureau of Reclamation of the Department of Interior, United States of America (hereinafter “Bureau”). Within the limitation of funds appropriated by the United States Congress, the Bureau has diligently engaged in the planning work, including environmental investigations necessary for eventual construction of such projects. The West Divide Project within Water Division No. 5 is not only within the geographic area of the River District but also is within the boundaries of the West Divide District, established pursuant to C.R.S. § 37-45-101, et seq. The West Divide District has also expended funds to aid in planning and placing the water rights to beneficial uses. The West Divide District joins in this Application because the water rights ultimately to be applied to beneficial use within the area of the district are held by the River District, and are proposed to be assigned to the West Divide District. The Boards of Directors of the River District and the West Divide District have maintained their intent to develop the conditional water rights. The rights involved in this Application have been before this Court for reasonable diligence determinations in previous cases as indicated in the caption of this Application. The most recent decree confirming reasonable diligence in the development of the conditional water rights that are the subject of this Application was entered in Case No. 03CW41, Water Division No. 5 on May 16, 2005. Describe conditional water right (as to each structure depicted on the maps attached hereto as Exhibit A) giving the following from the Referee’s Ruling and Judgment and Decree: Name of structure: Avalanche Canal and Siphon. Date of original decree, case number and court: June 20, 1958, Case No. 4613, Garfield County District Court. Legal Description: As decreed: Avalanche Canal and Siphon: (1) Witness Cor. At the SW Cor. Sec. 9, T.10S, R.88W bears N.03°09’W a distance of 546 feet; (2) W ¼ Cor. Sec. 28, T.9S, R.88W bears N.67°15’W a distance of 4,538.1 feet. PLSS: (1) NE 1/4 of the NE 1/4 of Section 17, T. 10 S., R. 88 W., of the 6th P.M. at a point 44 feet east of west section line and 537 feet south of north section line; (2) SE 1/4 of the SE 1/4 of Section 28, T. 9 S., R. 88 W., of the 6th P.M. at a point 1,081 feet north of the south section line and 1,042 feet west of the east section line. Source: Crystal River and/or Avalanche Creek. Appropriation Date: April 22, 1957. Amount: 1,000 cfs in the aggregate. Use: Power, Domestic, Municipal, Irrigation, Industrial, and Stock. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicants hereby abandon 750 cfs of the Avalanche Canal and Siphon. Name of structure: Avalanche Power Plant. Date of original decree, case number and court: June 20, 1958, Case No. 4613, Garfield County District Court. Legal Description: As decreed: At terminus of Avalanche Canal and Siphon. PLSS: NE 1/4 of the NE 1/4 of Section 9, T. 9 S., R. 88 W., of the 6th P.M. at a point 2,187 feet south of the north section line and 550 feet west of the east section line. Source: Placita and Osgood Reservoirs and Crystal River. Appropriation Date: April 22, 1957. Amount: 170 cfs. Use: Power, Domestic, Municipal, Irrigation, Industrial, and Stock. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicants have abandoned the water rights associated with Osgood Reservoir and therefore will not claim Osgood Reservoir as a source of supply for the Avalanche Power Plant. Name of structure: Dry Hollow Feeder Canal. Date of original decree, case number and court: April 27, 1981, W-3888, Water Division No. 5. Legal Description: As decreed: SW Cor. Sec.4, T.6S, R.91W bears S.04°00’W a distance of 1,300.0 feet. PLSS: SW 1/4 of the SW 1/4 of Section 4, T. 6 S., R. 91 W., of the 6th P.M. at a point 1,304 feet north of the south section line and 73 feet east of the west section line. Source: Colorado River. Appropriation Date: June 20, 1958. Amount: 250 cfs. Use: Agriculture, Domestic, Industrial, Recreation, and all other beneficial uses. Name of structure: Dry Hollow Reservoir. Date of original decree, case number and court: April 27, 1981, Case No. 79CW308, Water Division No. 5. Legal Description: As decreed: SW Cor. of Sec. 3, T.7S,R.92W, bears N.25°00’E a distance of 2,600 feet. PLSS: NW 1/4 of the NW 1/4 of Section 3, T. 7 S., R. 92. W, of the 6th P.M. at a point 2378 feet south of the north section line and 1,094 feet east of the west section line. Source: East and West Divide Creeks, Crystal and Colorado Rivers. Appropriation Date: April 22, 1957. Amount: 45,000 AF. Use: Agriculture, Domestic, Industrial, Recreation, Power and all other beneficial uses. Remarks: The Applicants no longer intend to divert water from the Crystal River for storage in Dry Hollow Reservoir. Name of structure: Four Mile Canal. Date of original decree, case number and court: November 5, 1971, Case No. 5884, Garfield County District Court. Legal Description: As decreed: Sec. 35, T.7S, R.89W, Sections 2, 10, 11, 14, 23, 26, and 35, T.8S, R.89W. PLSS: SE 1/4 of the NW 1/4 of section 28, T 8 S, R 89 W, of the 6th P.M. at a point 2084 feet south of the north section line and 2540 feet east of the west section line. Source: North Thompson Creek and Yank Creek Reservoir. Appropriation Date: August 11, 1950. Amount: 85 cfs. Use: Domestic, Stock, Industrial, Irrigation, Municipal, and all other beneficial uses. Name of structure: Four Mile Canal and Siphon. Date of original decree, case number and court: June 20, 1958, Case No. 4613, Garfield County District Court. Legal Description: As decreed: NE1/4 Sec. 9, T.9S, R.88W. PLSS: (Fourmile Creek) SE 1/4 of the SE 1/4 of Section 22, T. 7 S., R. 89 W., of the 6th P.M. at a point 60 feet north of the south section line and 150 feet west of the east section line (Threemile Creek) NW 1/4 of the NW 1/4 of Section 5, T. 7 S., R. 89 W., of the 6th P.M. at a point 875 feet east the west section line and 50 feet south of the north section line. Source: Crystal River, Four Mile and Three Mile Creeks, Placita and Osgood Reservoirs. Appropriation Date: April 22, 1957. Amount: 830 cfs. Use: Power, Domestic, Municipal, Irrigation, Industrial, and Stock. Remarks: The decree in Case No. 4613 provided that the Four Mile Creek and Siphon would be supplied from numerous sources in the aggregate not to exceed 830 cfs. The decree identified 830 cfs could be supplied from the Avalanche Canal and Siphon, 200 cfs from Four Mile Creek, and 200 cfs from Three Mile Creek. Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit

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B), the Applicants have abandoned the water rights associated with Osgood Reservoir and therefore will no longer claim Osgood Reservoir as a source of supply for the Four Mile Canal and Siphon. Likewise, the Applicants have abandoned 150 cfs of the Four Mile Creek diversion and 150 cfs of the Three Mile Creek diversion to the Fourmile Canal and Siphon. In addition, Applicants no longer intend to divert water from the Avalanche Canal and Siphon for conveyance through the Four Mile Canal and Siphon. Name of structure: Horsethief Canal, Headgates 1-5. Date of original decree, case number and court: July 9, 1965, Case No. 4954, Garfield County District Court. Legal Description: As decreed: W1/4 Cor. Sec. 7, T.8S, R91W bears N.68°26’W a Distance of 2,819.0 feet. PLSS: NE 1/4 of the SW 1/4 of Section 7, T. 8 S., R. 91 W., of the 6th P.M. at a point 1,755 feet north the south section line and 2,651 feet east of the west section line. As decreed: NE Cor. Sec. 32, T.7S, R.92W bears N.19°40’E a distance of 5,527.0 feet. PLSS: SW 1/4 of the SE 1/4 of Section 32, T. 7 S., R. 92 W., of the 6th P.M. at a point 18 feet north of the south section line and 1,746 feet west of the east section line. As decreed: S1/4 Cor. Sec. 33, T.6S, R.93W bears N.84°54’E a distance of 14,815 feet. PLSS: SW 1/4 of the NE 1/4 of Section 1, T. 7 S., R. 94 W., of the 6th P.M. at a point 1,585 feet south of the north section line and 1,595 feet west of the east section line. As decreed: NW Cor. Sec. 8, T.7S, R.94W bears N.38°59’W a distance of 2,267 feet. PLSS: SE 1/4 of the NW 1/4 of Section 8, T. 7 S., R. 94 W., of the 6th P.M. at a point 1,744 feet south of the north section line and 1,534 feet east of the west section line. As decreed: NE Cor. Sec. 15, T.7S, R.95W bears N.09°48’E a distance of 3,958 feet. PLSS: NE 1/4 of the SE 1/4 of Section 15, T. 7 S., R. 95 W., of the 6th P.M. at a point 525 feet west of the east section line and 1,539 feet north of the south section line. Source: West Divide Creek and Canal and Kendig Reservoir; East Mamm Creek; Beaver Creek; Cache Creek; Battlement Creek. Appropriation Date: April 22, 1957. Amount: 550 cfs; 50 cfs; 50 cfs; 50 cfs; 50 cfs. Use: Irrigation, Domestic, Stock, Municipal, Industrial, and Power. Name of structure: Kendig Reservoir. Date of original decree, case number and court: July 9, 1965, Case No. 4954, Garfield County District Court. Legal Description: As decreed: Section 7 & 18, T.8S, R.91W. PLSS: NW 1/4 of the SE 1/4 of Section 7, T. 8 S., R. 91 W., of the 6th P.M. at a point 1,784 feet west of the east section line and 1,818 feet north of the south section line. Source: West Divide Creek and Canal. Appropriation Date: April 22, 1957. Amount: 15,450 AF. Use: Power, Domestic, Municipal, Irrigation, Industrial, and Stock. Name of structure: Kendig Reservoir 1st Enlargement. Date of original decree, case number and court: April 27, 1981, Case No. 79CW315, Water Division No. 5. Legal Description: As decreed: SE Cor. of Sec. 7, T.8S, R.91W bears N.42°55’W a distance of 2,550 feet. PLSS: NW 1/4 of the SE 1/4 of Section 7, T. 8 S., R. 91 W., of the 6th P.M. at a point 1,784 feet west of the east section line and 1,818 feet north of the south section line. Source: West Divide Creek, Crystal and Colorado Rivers. Appropriation Date: June 18, 1979. Amount: 2,610 AF. Use: Agriculture, Domestic, Industrial, Recreation, Power, and all other beneficial uses. Remarks: The Applicants no longer intend to divert water from the Crystal River for storage in Kendig Reservoir. Name of structure: Placita Power Plant. Date of original decree, case number and court: June 20, 1958, Case No. 4613, Garfield County District Court. Legal Description: As decreed: Outlet of Placita Reservoir. PLSS: NW 1/4 of the NE 1/4 of Section 6, T. 11 S., R. 88 W., of the 6th P.M. at a point 645 feet south of the north section line and 1,100 feet west of the east section line. Source: Crystal River, Placita Reservoir. Appropriation Date: April 22, 1957. Amount: 1,000 cfs. Use: Power, Domestic, Municipal, Irrigation, Industrial, and Stock. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicants hereby abandon 850 cfs of the Placita Power Plant right. Name of structure: Placita Reservoir. Date of original decree, case number and court: June 20, 1958. Legal Description: As decreed: S1/4 Cor. Sec. 31, T.10S, R.88W bears N.08°55’W a distance of 1,747 feet. PLSS: NE 1/4 of the NE 1/4 of Section 6, T. 11 S., R. 88 W., of the 6th P.M. at a point 1,723 feet south of the north section line and 877 feet west of the east section line. Source: Crystal River. Appropriation Date: April 22, 1957. Amount: 62,009 AF. Use: Power, Domestic, Municipal, Irrigation, Industrial, Stock. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicants hereby abandon 58,009 AF of the Placita Reservoir right. Name of structure: West Divide Canal. Date of original decree, case number and court: July 9, 1965, Case No. 4954, Garfield County District Court. Legal Description: As decreed: S ½ Sec. 33, T.6S, R.90W. PLSS: SE 1/4 of the SE 1/4 of Section 33, T. 6 S., R. 90 W., of the 6th P.M. at a point 551 feet north of the south section line and 1,190 feet west of the east section line. As decreed: Sec. 36, T.6S, R.91W. PLSS: NE 1/4 of the NE 1/4 of Section 1, T. 7 S., R. 91 W., of the 6th P.M. at a point 2225 feet west of the east section line and 0 feet north of the south section line. As decreed: NE ¼ Sec. 22, T.7S, R.91W. PLSS: NE 1/4 of the NE 1/4 of Section 22, T. 7 S., R. 91 W., of the 6th P.M. at a point 590 feet west of the east section line and 1,645 feet south of the north section line. Source: Garfield Creek and Tunnel; Baldy Creek; East Divide Creek. Appropriation Date: April 22, 1957. Amount: 50 cfs; 50 cfs; 200 cfs. Use: Irrigation, Domestic, Stock, Municipal, Industrial, Power. Name of structure: West Mamm Creek Reservoir. Date of original decree, case number and court: July 9, 1965, Case No. 4954, Garfield County District Court. Legal Description: As decreed: Sections 13, 14, 23 and 24, T.7S, R.93W. PLSS: NW 1/4 of the NE 1/4 of Section 24, T. 7 S., R. 93 W., of the 6th P.M. at a point 28 feet south of the north section line and 2,537 feet west of the east section line. Source: West Mamm Creek and Horsethief Canal. Appropriation Date: April 22, 1957. Amount: 6,500 AF. Use: Power, Domestic, Municipal, Irrigation, Industrial, and Stock. Name of structure: Yank Creek Reservoir. Date of original decree, case number and court: November 5, 1971, Case No. 5884, Garfield County District Court. Legal Description: As decreed: Sections 20, 21, 28 & 29, T.8S, R.89W. PLSS: NW 1/4 of the SW 1/4 of Section 28, T. 8 S., R. 89 W., of the 6th P.M. at a point 2,469 feet north of the south section line and 1,115 feet east of the west section line. Source: North Thompson Creek. Appropriation Date: August 11, 1950. Amount: 13,695.04 AF. Use: Domestic, Stock, Industrial, Irrigation, Municipal, and all other beneficial uses. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicants hereby abandon 8,695.04 AF of the Yank Creek

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Reservoir right. Integrated Project: This court has previously determined that the subject conditional water rights are part of an integrated project. Pursuant to C.R.S. §37-92-301(4)(b), “when a project or integrated system is comprised of several features, work on one feature of the project or system shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system.” Where work on a component of a system is “necessary to the ultimate goal of putting the water to beneficial use, it is considered part of an integrated system.” Metropolitan Suburban Water Users Ass’n v. Colorado River Water Cons. Dist., 365 P.2d 273, 289 (Colo.1961). Each of the subject rights, therefore, should be considered an integrated component of the whole, and work on any of these rights should be considered in finding that reasonable diligence has been shown in the development of all these rights. Claim to make conditional water right absolute: Applicants seek a determination and decree that 9.161 cfs of the Avalanche Canal and Siphon water right has been made absolute for Domestic, Municipal, Irrigation, Industrial, and Stock purposes at the Alternate Points of Diversion decreed in Case Nos. 02CW123, 86CW370, 99CW320, and 02CW281, Water Division No. 5 as evidenced by the diversion amounts attached hereto as Exhibit C. In the alternative, Applicants seek a finding of reasonable diligence with regard to any portion of the Avalanche Canal and Siphon right that is not made absolute as requested above. Claim for finding of reasonable diligence: Applicants seek a finding of reasonable diligence with regard to those rights identified in paragraphs III.A.-III.N. above, except to the extent applicant has provided notice of its intent to abandon such rights in whole or part as expressly noted in Exhibit B. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed including expenditures: Applicants have undertaken the following specific activities over the last six years that demonstrate their diligence. The explanation of work accomplished during the diligence period is not all inclusive but is merely representative of the work accomplished. Unless otherwise noted, the expenditures listed herein do not include attorney’s fees or salaries of staff of the Districts, but the Applicants do claim those significant expenses toward diligence. Applicants have undertaken the following specific activities over the last six years that demonstrate their diligence with regard to the subject conditional rights: In 2008-2011, the River District directed a multi-phased study funded by the Colorado and Yampa-White River Roundtable to assess water use associated with energy development in the Colorado, White, and Yampa River basins. Many of the components of the West Divide Project are located in areas with significant energy development. It is anticipated that the West Divide Project water rights will be used, in part, to meet the water demands of the energy industry. Federal environmental legislation and related regulations on water development activities often make successful acquisition of needed federal permits one of the most predominant concerns regarding a water development project. A significant concern regarding the development of projects in Colorado Water Division No. 5 is the status of four native fish species which have been listed as “endangered” by the Fish and Wildlife Service pursuant to the federal Endangered Species Act. Because water depletions in the Colorado River basin are alleged to jeopardize the continued existence of those fish species, it is necessary for the River District and others who may need federal permit authorizations for their water projects to successfully address the alleged jeopardy of those species. The River District, throughout this diligence period, has been involved in extensive scientific analyses and lobbying efforts concerning the recovery of endangered fish species in the Colorado River basin. This work includes the partial funding and extensive participation in a multi-phase study to identify a source of the 10,825 acre feet of water to satisfy the obligation of water users within the State of Colorado to the recovery of the endangered fishes. One of the sources evaluated were the water rights associated with the Yank Creek Reservoir that is the subject of this application. The River District has contributed a significant amount of resources to the Environmental Assessment currently underway to implement the preferred alternative for supplying the 10,825 water. These efforts are necessary and appropriate in order for the River District, West Divide District, and other water users within their boundaries to secure permitting approvals for the construction and operation of water projects. The River District continues to participate and fund efforts to reduce the salinity of the Colorado River, as well as the operation of the Colorado River mainstem reservoirs, to ensure to the River District, as well as to the State of Colorado, an adequate supply of water from the Colorado River as provided by the Colorado River Compacts. The River District participates in the funding of United States Geological Survey gauging stations throughout the River District in order to better assess the availability of water for development pursuant to its various projects, including but not limited to funding gauging stations on the Colorado River. In 2009-2010, the River District acted as the fiscal agent for a Colorado Water Conservation Board funded “Upper Colorado River In-Stream Flow Study” by Miller Ecological Consultants. This study evaluated non-consumptive needs on the Colorado River. The identification of non-consumptive needs on the Colorado River will help to identify and address potential mitigation and other planning measures for water development projects such as the West Divide Project. River District staff updated its GIS file geo-database for the West Divide Project water right locations. The River District provided funding in 2006-2011 to the Center for Snow and Avalanche Studies for ongoing research regarding the impacts that dust on snow events have on water supplies. This work will be used by the River District to help plan and assess the availability and timing of water supply and water demands for its projects, including the West Divide Project rights. The River District expended significant staff time and financial resources in developing a stakeholder driven alternative management plan to federal wild and scenic designation for the Colorado River mainstem. During the diligence period the River District participated extensively in a rulemaking proceeding by the State Engineer to assist in his administration of wells that dewater geologic formations, including a number of formations in the Colorado River basin within the West Divide Project area, by withdrawing nontributary ground water to facilitate or permit the mining of minerals. The River District’s participation in this rulemaking was to ensure that its water rights, including those that are the subject of this Application, and the water rights of its constituents were protected. Additionally, the River District actively participated in legislation regarding the production of nontributary groundwater associated with the mining of

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minerals to ensure that its interests and the interests of its constituents were adequately protected. Both Districts expended significant staff and consultant time in evaluating the potential for a Wild and Scenic River designation on the Lower Colorado River below the West Divide project. The purpose of this evaluation was to ensure that any designation or management would not impair the water rights decreed to the West Divide Project or the River District’s constituents. Both Districts expended significant staff and consultant time in evaluating Hidden Gem Wilderness proposal for the Crystal River watershed. The Districts worked with proponents of Hidden Gems to ensure that any wilderness boundaries would not adversely impact the West Divide Project water rights. During the subject diligence period, the West Divide District diligently prosecuted an application in Case No. 05CW148, Water Division No. 5 to decree alternate points of diversion for the Fourmile Canal and Siphon in which a ruling is currently pending. The prosecution of this application necessitated a number of technical investigations made by outside consultants. The West Divide District, during the subject diligence period, successfully adjudicated a decree for an Umbrella Augmentation Plan in Case No. 02CW123, Water Division No. 5. The Augmentation Plan utilizes Avalanche Canal and Siphon water rights that are the subject of this application. The prosecution of this decree included contracting for numerous technical investigations in support of the decree including an assessment of the contemplated draft of various components of the West Divide Project. The Districts jointly funded, during the subject diligence period, technical evaluations by Black and Veatch, Inc., ERO Resource Group, and Grand River Consulting. These evaluations are ongoing and include but are not limited to: Assessing irrigation, commercial, industrial, residential, municipal water demands and environmental needs within the West Divide Project area. The purpose of this assessment is to guide the Districts in planning for water demands within the West Divide Project area for the future. An assessment of any obvious environmental or permitting challenges associated with the construction of Placita Reservoir, Dry Hollow Reservoir, and Kendig Reservoir. An assessment of legal and physical water availability. This assessment will assist in evaluating the current project configuration and hydroelectric development opportunities. A reconnaissance level evaluation of various hydroelectric options utilizing the West Divide Project rights decreed for hydroelectric generation purposes. Identification of reconfiguration alternatives that would allow the Districts to maximize the beneficial use of all the project components. This assessment will take into account water demands and environmental issues. The Districts identified and mapped owners of lands on which structures may be located or water may be stored. The Districts opposed numerous water right applications during the diligence period in order to prevent or mitigate adverse effects to their water rights. During the diligence period, the River District has been actively engaged in the operation of its Water Marketing Program. While the water rights utilized in the Water Marketing Program are not the subject of this Application, the successful operation of the Water Marketing Program and the receipt of lease revenues by the River District will assist the River District in developing other water projects in Division 5, including projects such as those that are the subject of this Application. In addition to extensive staff time, the Districts expended in excess of $2.7 million in furtherance of the activities described herein. The River District Board and the West Divide Board at their respective April 2011 Board Meetings reaffirmed their intent to develop the subject conditional water rights as claimed in the Application. Name and address of owner of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The structures are or may be located and water is or may be stored on land owned by the agencies, entities, and individuals identified in Exhibit D, attached hereto and incorporated herein by this reference. The water will be placed to beneficial use within the extensive boundaries of the River District and/or the West Divide District. The specific owners of land upon which the water rights will be placed to beneficial use will be determined at future dates as the projects are developed. The water rights may be put to beneficial use on lands owned by many thousands of individuals and entities. Therefore, it is not feasible to list at this time the names and addresses of the owners of land upon which water may be placed to beneficial use. WHEREFORE, the Applicants request that the Court adjudge and decree that Applicants have exercised reasonable diligence in the development of the water rights that are the subject of this Application, that that 9.161 cfs of the Avalanche Canal and Siphon water right has been made absolute for Domestic, Municipal, Irrigation, Industrial, and Stock purposes at the Alternate Points of Diversion decreed in Case Nos. 02CW123, 86CW370, 99CW320, and 02CW281, Water Division No. 5, that the Court grant a finding of reasonable diligence for any portion of the Avalanche Canal and Siphon water right not made absolute, that the conditional water rights be continued in full force and effect, and that a date be set for a subsequent application for a finding of reasonable diligence. The Applicants also request that the Court confirm that the conditional water rights associated with each project identified above are features of an integrated system of water rights, and that work done on one feature of the project shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project. (21 pages, 4 exhibits) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 26. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011.

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11CW94 EAGLE COUNTY, APPLICATION FOR FINDING OF REASONABLE DILIGENCE (REDCLIFF PROJECT). Applicant: Colorado River Water Conservation District (“River District”), c/o R. Eric Kuhn, Secretary/General Manager, 201 Centennial Street, Suite 200, P.O. Box 1120, Glenwood Springs, Colorado 81602, (970) 945-8522. Please direct all pleadings and correspondence in this case to: Peter C. Fleming and Jason V. Turner. Introduction: This Application is filed pursuant to C.R.S. § 37-92-301(4) and § 37-92-601. The Colorado River Water Conservation District (hereinafter “River District”) is a political subdivision of the State formed by the Colorado Legislature (See C.R.S. § 37-46-101, et seq.) in 1937 for the purpose of safeguarding for the State of Colorado the beneficial consumptive use in Colorado of that portion of the waters of the Colorado River equitably apportioned to the state by interstate compact. Geographically, the River District encompasses an area of approximately 29,000 square miles, including all of twelve and parts of three western Colorado counties. Included in that area are the headwaters and tributaries of the Colorado River mainstem and its principal tributaries, the Gunnison, the White and the Yampa Rivers. The general powers of the River District, set forth in C.R.S. § 37-46-107, inter alia, direct the River District to make surveys and investigations to ascertain the best method of utilizing stream flows within the River District and to make appropriations “ . . . for the use and benefit of the ultimate appropriators . . . .” This statute further directs the River District “. . . to perform all acts and things necessary or advisable to secure and insure an adequate supply of water, present and future, for irrigation, mining, manufacturing, and domestic purposes within said districts.” The decree that is the subject of this Application was obtained in furtherance of these statutory directives. The Board of Directors of the River District has maintained its intent to develop the conditional water rights. The rights involved in this Application have been before this Court for reasonable diligence determinations in previous cases as indicated in the caption of this Application. The most recent decrees confirming reasonable diligence in the development of the conditional water rights that are the subject of this Application were entered in Case No. 03CW41, on May 16, 2005. Describe conditional water right (as to each structure as depicted on the map attached hereto as Exhibit A) giving the following from the Referee’s Ruling and Judgment and Decree: Name of structure: Cross Creek Extension of the Fall and Peterson Creek Conduits. Date of original decree, case number and court: July 6, 1979, Case No.W-3472, Water Division No. 5. Legal Description: As decreed: SE Cor. Sec.35,T.5S, R.81W bears N.33°50’E a distance of 19,390’. PLSS: SE 1/4 of the SW 1/4 of Section 16, T. 6 S., R. 81 W., of the 6th P.M. at a point 1290 feet north of south section line and 2270 feet east of west section line. Source: Cross Creek. Appropriation Date: July 1, 1976. Amount: 300 cfs. Use: Irrigation, Domestic, Municipal, Stock, Industrial, Power, and Storage. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicants hereby abandons 280 cfs of the Cross Creek Extension right. Name of structure: Iron Mountain Reservoir. Date of original decree, case number and court: December 13, 1965, Case No. 1193, Eagle County District Court. Legal Description: As decreed: W ¼ Cor. Sec. 4, T.7S, R.80W bears S.34°13’E a distance of 14,885’. PLSS: NE 1/4 of the NW 1/4 of Section 30, T. 6 S., R. 80 W., of the 6th P.M. at a point 983 feet south of north section line and 1681 feet east of west section line. Source: Eagle River, Homestake, Peterson & Fall Creeks. Appropriation Date: August 10, 1956. Amount: 68,042.72 AF. Use: Power, Irrigation, Domestic, Municipal, and Industrial. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicant hereby abandons 38,042.72 AF of the Iron Mountain Reservoir right. In addition the Applicant hereby abandons its right to utilize Peterson and Fall Creeks as a source of supply for Iron Mountain Reservoir. Name of structure: Iron Mountain Reservoir Second Filling. Date of original decree, case number and court: June 18, 1986, Case No. 81CW345, Division 5 Water Court. Legal Description: As decreed: W ¼ Cor. Sec. 4, T.7S, R.80W bears S.34°13’E a distance of 14,885’. Source: Eagle River, Homestake, Peterson & Fall Creeks. Appropriation Date: July 29, 1981. Amount: 68,043 AF. Use: Irrigation, Municipal, Domestic, Industrial, and Recreation. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit B), the Applicant hereby abandons 38,043 AF of the Iron Mountain Reservoir Second Filling right. In addition the Applicant hereby abandons its right to utilize Peterson and Fall Creeks as a source of supply for Iron Mountain Reservoir Second Filling. Name of structure: Pando Feeder Canal. Date of original decree, case number and court: December 13, 1965, Case No. 1193, Eagle County District Court. Legal Description: As decreed: W ¼ Cor. Sec. 4, T.7S, R.80W bears N.47°57’30”W a distance of 7,574’. PLSS: SW 1/4 of the NW 1/4 of Section 10, T. 7 S., R. 80 W., of the 6th P.M. at a point 2318 feet south of north section line and 412 feet east of west section line. Source: Eagle River. Appropriation Date: August 10, 1956. Amount: 400 cfs. Use: Power, Irrigation, Domestic, Municipal, and Industrial. Remarks: 80 cfs of the Pando Feeder Canal was conveyed to the Eagle Park Reservoir Company and changed for the reservoir company’s use in Case No. 97CW288, Water Division No. 5. The 80 cfs conveyed to the Reservoir Company is not the subject of this application. Integrated Project: This Court has previously determined that the subject conditional water rights are part of an integrated project. Pursuant to C.R.S. §37-92-301(4)(b), “when a project or integrated system is comprised of several features, work on one feature of the project or system shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system.” Where work on a component of a system is “necessary to the ultimate goal of putting the water to beneficial use, it is considered part of an integrated system.” Metropolitan Suburban Water Users Ass’n v. Colorado River Water Cons. Dist., 365 P.2d 273, 289 (Colo.1961). Each of the subject rights, therefore, should be considered an integrated component of the whole, and work on any of these rights should be considered in finding that reasonable diligence has been shown in the development of all these rights. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed including expenditures: The explanation of work accomplished during the diligence period is not all inclusive but is merely representative. Unless otherwise noted, the expenditures

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listed herein do not include attorney’s fees or salaries of staff of the River District, but the Applicant does claim those significant expenses toward diligence. Applicant has undertaken the following specific activities over the last six years that demonstrate its diligence with regard to the subject conditional rights: In 2008-2011, the River District directed a multi-phased study funded by the Colorado and Yampa-White River Roundtable to assess water use associated with energy development in the Colorado, White, and Yampa River basins. The Red Cliff Project rights were contemplated, at the time of their appropriation, to serve future energy demands and it is anticipated that Red Cliff Project rights will be used, in part, to meet the water demands of the energy industry. Federal environmental legislation and related regulations on water development activities often make successful acquisition of needed federal permits one of the most predominant concerns regarding a water development project. A significant concern regarding the development of projects in Colorado Water Division No. 5 is the status of four native fish species which have been listed as “endangered” by the Fish and Wildlife Service pursuant to the federal Endangered Species Act. Because water depletions in the Colorado River basin are alleged to jeopardize the continued existence of those fish species, it is necessary for the River District and others who may need federal permit authorizations for their water projects to successfully address the alleged jeopardy of those species. The River District, throughout this diligence period, has been involved in extensive scientific analyses and lobbying efforts concerning the recovery of endangered fish species in the Colorado River basin. Including the partial funding and extensive participation in a multi-phase study to identify a source of the 10,825 acre feet of water to satisfy the obligation of water users within the State of Colorado to the recovery of the endangered fishes. The River District has contributed a significant amount of resources to the Environmental Assessment currently underway to implement the preferred alternative for supplying the 10,825 water. These efforts are necessary and appropriate in order for the River District and other water users within its boundaries to secure permitting approvals for the construction and operation of water projects. The River District continues to participate and fund efforts to reduce the salinity of the Colorado River, as well as the operation of the Colorado River mainstem reservoirs, to ensure to the River District, as well as to the State of Colorado, an adequate supply of water from the Colorado River as provided by the Colorado River Compacts. The River District participates in the funding of United States Geological Survey gauging stations throughout the River District in order to better assess the availability of water for development pursuant to its various projects, including, but not limited, to funding gauging stations on the Eagle River. In 2009-2010, the River District acted as the fiscal agent for a Colorado Water Conservation Board funded “Upper Colorado River In-Stream Flow Study” by Miller Ecological Consultants. This study evaluated non-consumptive needs on the Colorado River. The identification of non-consumptive needs on the Colorado River will help to identify and address potential mitigation and other planning measures for water development projects such as the Redcliff Project. River District staff updated its GIS file geo-data base for the Red Cliff Project. The River District provided funding in 2006-2011 to the Center for Snow and Avalanche Studies for ongoing research regarding the impacts that dust on snow events have on water supplies. This work will be used by the River District to assess its water supply projects, including the Redcliff Project. The River District expended significant staff time and financial resources in developing a stakeholder driven alternative management plan to federal wild and scenic designation for the Colorado River mainstem. During the diligence period River District staff conducted inspections to the Redcliff Project sites. The sites and water rights were evaluated by staff during the diligence period including a reconnaissance level review to determine if any environmental, land use or other impediments existed that had not been identified in the past with regards to the project. The River District staff also evaluated the potential reconfiguration or development of joint use projects with other entities that would maximize the beneficial uses associated with the Wolcott Project rights. Staff prepared memoranda for the River District’s Board of Directors regarding these investigations to inform the Board’s decision regarding the development of the Redcliff Project rights. The evaluations made by staff and the River District Board lead to the significant downsizing of the project as evidenced by this Application. The River District owns lands within the project footprint. During the diligence period River District staff negotiated a short term lease of those lands. River District staff identified and mapped owners of lands on which structures may be located or water may be stored. The River District has opposed numerous water right applications during the diligence period in order to prevent or mitigate adverse effects to its water rights. During the diligence period, the River District has been actively engaged in the operation of its Water Marketing Program. While the water rights utilized in the Water Marketing Program are not the subject of this Application, the successful operation of the Water Marketing Program and the receipt of lease revenues by the River District will assist the River District in developing other water projects in Division 5, including projects such as those that are the subject of this Application. In addition to extensive staff time, the River District expended in excess of $2 million in furtherance of the activities described herein. The River District Board at its April 2011 Quarterly Board Meeting reaffirmed its intent to develop the subject conditional water rights. Name(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The structures are or may be located and water is or may be stored on land owned by the agencies, entities, and individuals identified in Exhibit C, attached hereto and incorporated herein by this reference. The water will be placed to beneficial use within the extensive boundaries of the River District. The specific owners of land upon which the water rights will be placed to beneficial use will be determined at future dates as the project is developed. The water rights may be put to beneficial use on lands owned by many thousands of individuals and entities. Therefore, it is not feasible to list at this time the names and addresses of the owners of land upon which water may be placed to beneficial use. WHEREFORE, the Applicant requests that the Court adjudge and decree that it has exercised reasonable diligence in the development of the water rights that are the subject of this Application, that the conditional water rights be continued in full force and effect, and that a date be set for a subsequent application for a finding of reasonable diligence.

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The Applicant also requests that the Court confirm that the subject conditional water rights are features of an integrated system of water rights, and that work done on one feature of the project shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project. (10 pages, 3 exhibits) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 27. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW95 EAGLE, COUNTY, APPLICATION FOR FINDING OF REASONABLE DILIGENCE (WOLCOTT PROJECT). Applicants: Colorado River Water Conservation District (“River District”), c/o R. Eric Kuhn, Secretary/General Manager, 201 Centennial Street, Suite 200, P.O. Box 1120,Glenwood Springs, Colorado 81602 (970) 945-8522. Please direct all pleadings and correspondence in this case to: Peter C. Fleming and Jason V. Turner. Town of Gypsum (“Town”), P.O. Box 130, Gypsum, Colorado 81637. Please direct all pleadings and correspondence in this case to: Patrick, Miller & Kropf, P.C., 730 East Durant Avenue, Suite 200, Aspen, CO 81611. Introduction: This Application is filed pursuant to C.R.S. § 37-92-301(4) and § 37-92-601. The Colorado River Water Conservation District (hereinafter “River District”) is a political subdivision of the State formed by the Colorado Legislature (See C.R.S. §37-46-101, et seq.) in 1937 for the purpose of safeguarding for the State of Colorado the beneficial consumptive use in Colorado of that portion of the waters of the Colorado River equitably apportioned to the state by interstate compact. Geographically, the River District encompasses an area of approximately 29,000 square miles, including all of twelve and parts of three western Colorado counties. Included in that area are the headwaters and tributaries of the Colorado River mainstem and its principal tributaries, the Gunnison, the White and the Yampa Rivers. The general powers of the River District, set forth in C.R.S. § 37-46-107, inter alia, direct the River District to make surveys and investigations to ascertain the best method of utilizing stream flows within the River District and to make appropriations “ . . . for the use and benefit of the ultimate appropriators . . . .” This statute further directs the River District “. . . to perform all acts and things necessary or advisable to secure and insure an adequate supply of water, present and future, for irrigation, mining, manufacturing, and domestic purposes within said districts.” The decree that is the subject of this Application was obtained in furtherance of these statutory directives. The River District assigned to the Town of Gypsum 7.5 cfs of the Wolcott Pumping Pipeline and 600 acre feet of the Wolcott Reservoir. The Town of Gypsum is a Colorado home-rule municipality vested with the power to secure water rights to provide an adequate water supply to its citizens. The Town changed its interest in the Wolcott Project rights in Case Nos. 93 CW236 and 02CW235, Water Division No. 5, and is a Co-applicant in the case. The Board of Directors of the River District and the Town of Gypsum have maintained their intent to develop the conditional water rights. The rights involved in this Application have been before this Court for reasonable diligence determinations in previous cases as indicated in the caption of this Application. The most recent decrees confirming reasonable diligence in the development of the conditional water rights that are the subject of this Application were entered in Case No. 03CW41, on May 16, 2005. Describe conditional water right (as to each structure depicted on the maps attached hereto as Exhibit A) giving the following from the Referee’s Ruling and Judgment and Decree: Name of structure: Wolcott Pumping Plant and Pipeline. Date of original decree, case number and court: July 9, 1979, Case No. 1529, Eagle County District Court. Legal Description: As decreed: W ¼ Cor. Sec. 14, T.4S, R.83W bears N.20°28’W a distance of 825’. PLSS: NW 1/4 of the SW 1/4 of Section 14, T. 4 S., R. 83 W., of the 6th P.M. at a point 1882 feet north of south section line and 310 feet east of west section line. Source: Eagle River. Appropriation Date: April 27, 1966. Amount: 500 cfs. Use: Municipal, Industrial, Domestic, Stock, Irrigation, Recreation, and other beneficial uses and purposes. Name of structure: Wolcott Reservoir. Date of original decree, case number and court: July 9, 1979, Case No. 1529, Eagle County District Court. Legal Description: As decreed: NE Cor. Sec. 14, T.4S, R.83W bears N.63°17’E a distance of 4,092’. PLSS: SE 1/4 of the NW 1/4 of Section 14, T. 4 S., R. 83 W., of the 6th P.M. at a point 1928 feet south of north section line and 1640 feet east of west section line. Source: Ute Creek and Eagle River. Appropriation Date: April 27, 1966. Amount: 65,975 AF. Use: Municipal, Industrial, Domestic, Stock, Recreation, Power, and other beneficial uses and purposes. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed including expenditures: The explanation of work accomplished during the diligence period is not all inclusive but is merely representative. Unless otherwise noted, the expenditures listed herein do not include attorney’s fees or salaries of staff of the River District and/or the Town, but the Applicants do claim those significant expenses toward diligence. The River District has undertaken the following specific activities over the last six years that demonstrate its diligence with regard to the subject conditional rights: In 2008-2011, The River District directed a multi-phased study funded by the Colorado and Yampa-White River Roundtable to assess water use associated with energy development in the Colorado, White, and Yampa River basins. It is anticipated that the Wolcott water rights will be used, in part, to meet the water demands of the energy industry. Federal environmental legislation and related regulations on water development activities often make successful acquisition of needed federal permits one of the most predominant concerns regarding a water development project. A significant concern regarding the development of projects in

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Colorado Water Division No. 5 is the status of four native fish species which have been listed as “endangered” by the Fish and Wildlife Service pursuant to the federal Endangered Species Act. Because water depletions in the Colorado River basin are alleged to jeopardize the continued existence of those fish species, it is necessary for the River District and others who may need federal permit authorizations for their water projects to successfully address the alleged jeopardy of those species. The River District, throughout this diligence period, has been involved in extensive scientific analyses and lobbying efforts concerning the recovery of endangered fish species in the Colorado River basin. Including the partial funding and extensive participation in a multi-phase study to identify a source of the 10,825 acre feet of water to satisfy the obligation of water users within the State of Colorado to the recovery of the endangered fishes. The River District has contributed a significant amount of resources to the Environmental Assessment currently underway to implement the preferred alternative for supplying the 10,825 water. These efforts are necessary and appropriate in order for the River District and other water users within its boundaries to secure permitting approvals for the construction and operation of water projects. The River District continues to participate and fund efforts to reduce the salinity of the Colorado River, as well as the operation of the Colorado River mainstem reservoirs, to ensure to the River District, as well as to the State of Colorado, an adequate supply of water from the Colorado River as provided by the Colorado River Compacts. The River District participates in the funding of United States Geological Survey gauging stations throughout the River District in order to better assess the availability of water for development pursuant to its various projects, including, but not limited, to funding gauging stations on the Eagle River. In 2006-2007, the River District contracted with Grand River Consulting to monitor the relationship between stream flow and total dissolved solids to ascertain water quality information for water sources to be used in the development of the Wolcott Reservoir water rights. In 2009-2010, the River District acted as the fiscal agent for a Colorado Water Conservation Board funded “Upper Colorado River In-Stream Flow Study” by Miller Ecological Consultants. This study evaluated non-consumptive needs on the Colorado River. The identification of non-consumptive needs on the Colorado River will help to identify and address potential mitigation and other planning measures for water development projects such as the Wolcott Project. In 2008, the River District jointly funded a study evaluating, among other things, utilizing Wolcott Reservoir to facilitate a joint use project on the Blue River. River District staff updated its GIS file geo-data base for the Wolcott Reservoir location and the Wolcott Pump and Pipeline point of diversion. The River District provided funding in 2006-2011 to the Center for Snow and Avalanche Studies for ongoing research regarding the impacts that dust on snow events have on water supplies. This work will be used by the River District to help plan and assess the availability and timing of water supply and water demands for its projects, including the Wolcott Project rights. The River District expended significant staff time and financial resources in developing a stakeholder driven alternative management plan to federal wild and scenic designation for the Colorado River mainstem. During the diligence period River District staff conducted a number of site inspections to the Wolcott Reservoir site and Wolcott Reservoir Pump and Pipeline diversion location. The sites and water rights were evaluated by staff during the diligence period including a preliminary review to determine if any environmental, land use or other impediments existed that had not been identified in the past with regards to the project. The River District staff also evaluated the potential reconfiguration or development of joint use projects with other entities that would maximize the beneficial uses associated with the Wolcott Project rights. Staff prepared memoranda for the River District’s Board of Directors regarding these inspections and evaluations to inform the Board’s decision regarding the development of the Wolcott Project rights. Identified and mapped owners of lands on which structures may be located or water may be stored. The River District has opposed numerous water right applications during the diligence period in order to prevent or mitigate adverse effects to its water rights. During the diligence period, the River District has been actively engaged in the operation of its Water Marketing Program. While the water rights utilized in the Water Marketing Program are not the subject of this Application, the successful operation of the Water Marketing Program and the receipt of lease revenues by the River District will assist the River District in developing other water projects in Division 5, including projects such as those that are the subject of this Application. In addition to extensive staff time, the River District expended in excess of $2.5 million in furtherance of the activities described herein. The River District Board at its April 2011 Quarterly Board Meeting reaffirmed its intent to develop the subject conditional water rights. Town of Gypsum. The River District assigned 7.5 cfs of the Wolcott Pumping Pipeline water right and 600 acre-feet of the Wolcott Reservoir water right to the Town on May 4, 1992. The Town conveyed 1 cfs of its Wolcott Pumping Pipeline water right to American Gypsum Company on September 27, 2005. American Gypsum is not a co-applicant herein and its 1 cfs right in not included in this Application. The Town decreed alternate points of diversion for its Wolcott Reservoir and Wolcott Pumping Pipeline water rights in Case Nos. 93CW326 and 02CW235. The alternate points of diversion for the Wolcott Pumping Pipeline are the Gypsum Eagle River Pumping Pipeline, Nogaard Ditch and Eagle Gypsum Well Nos. 1-3. The alternate points for the Wolcott Reservoir right are the Town’s Eye Lake and LEDE Reservoir. The Eagle Gypsum Well alternate points are associated with the 1 cfs the Town conveyed to American Gypsum which is not included in this Application. The Wolcott Reservoir and Wolcott Pumping Pipeline are component parts of the Town’s integrated municipal water supply system. A map of the diversion points, including the alternative points is attached as Exhibit B. Applicant has undertaken the following specific activities over the last six years that demonstrate its diligence with regard to the subject conditional rights: In 2007, during the diligence period, the Town constructed additional sections of the Eagle River Pumping Pipeline diversion structure at the Eagle River. This allows the Town to physically divert Eagle River water and deliver it to Gypsum Creek above the Norgaard Ditch. The Town’s improvements at LEDE Reservoir include installing pipe and measuring devices. The new measuring devices enable the Town to better account for Wolcott Reservoir rights by exchange and to protect minimum streamflow rights. The Town worked extensively with the Hidden Gems Wilderness campaign and elected officials. This effort protected Wolcott Reservoir diversion points at Eye Lake, Eye Lake Supply Ditch, and LEDE Reservoir. These

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diversion facilities were excluded from the proposed wilderness boundaries to protect the Town’s ability to construct and operate those facilities. The Town engaged the services of Patrick, Miller & Kropf, P.C. and Zancanella & Associates to monitor and advise the Town regarding new water rights applications that may impact its integrated water supply system. The Town worked extensively to further develop its entire integrated water supply system. The Town spent thousands of dollars on its efforts to develop the Wolcott Reservoir and Wolcott Pumping Pipeline water rights. Name(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The structures are or may be located and water is or may be stored on land owned by the agencies, entities, and individuals identified in Exhibit C, attached hereto and incorporated herein by this reference. The water will be placed to beneficial use within the extensive boundaries of the River District and/or the Town. The specific owners of land upon which the water rights will be placed to beneficial use will be determined at future dates as the projects are developed. The water rights may be put to beneficial use on lands owned by many thousands of individuals and entities. Therefore, it is not feasible to list at this time the names and addresses of the owners of land upon which water may be placed to beneficial use. WHEREFORE, the Applicants request that the Court adjudge and decree that they have exercised reasonable diligence in the development of the water rights that are the subject of this Application, that the conditional water rights be continued in full force and effect, and that a date be set for a subsequent application for a finding of reasonable diligence. The Applicants also request that the Court confirm that the conditional water rights identified above are features of an integrated system of water rights, and that work done on one feature of the project shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project. (11 pages, 3 exhibits) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 28. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW96 EAGLE,GARFIELD AND PITKIN COUNTIES. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE, IN PART (BASALT PROJECT). Applicants: Colorado River Water Conservation District (“River District”), c/o R. Eric Kuhn, Secretary/General Manager, P.O. Box 1120, Glenwood Springs, Colorado 81602 (970) 945-8522. Please direct all pleadings and correspondence for the River District to Peter C. Fleming and Jason V. Turner. Basalt Water Conservancy District (“Basalt District”), P.O. Box 974, Glenwood Springs, Colorado 81602 (970) 945-6777. Please direct all pleadings and correspondence for the Basalt District to David C. Hallford and Christopher L. Geiger, Balcomb & Green, P.C., P. O. Drawer 790, Glenwood Springs, CO 81602 (970) 945-6546. Summary: Applicants seek a finding of reasonable diligence for the Basalt Project which comprises the Basalt Conduit, Landis Canal, Spring Valley Siphon, Basalt Power Plant and Penstock, and Stockmen’s Ditch Extension and Enlargement. Applicants also request that this Court decree an additional 9.28 c.f.s. of the Basalt Conduit as absolute. Applicant River District states its intention to abandon the remaining 300 c.f.s. conditional portion of the Ruedi Reservoir Power Plant and the remaining 227 AF conditional of the Ruedi Reservoir Afterbay. Introduction: This Application is filed pursuant to C.R.S. § 37-92-301(4) and § 37-92-601. The Colorado River Water Conservation District (hereinafter "River District") is a political subdivision of the State formed by the Colorado Legislature (see C.R.S. § 37-46-101. et seq.) in 1937 for the purpose of safeguarding for the State of Colorado the beneficial consumptive use in Colorado of that portion of the waters of the Colorado River equitably apportioned to the state by interstate compact. Geographically, the River District encompasses an area of approximately 29,000 square miles, including all of twelve and parts of three western Colorado counties. Included in that area are the headwaters and tributaries ofthe Colorado River mainstem and its principal tributaries, the Gunnison, the White and the Yampa Rivers. The general powers of the River District, set forth in C.R.S. § 37-46-107, inter alia, direct the River District to make surveys and investigations to ascertain the best method of utilizing stream flows within the River District and to make appropriations" ... for the use and benefit of the ultimate appropriators ..." This statute further directs the River District "... to perform all acts and things necessary or advisable to secure and insure an adequate supply of water, present and future, for irrigation, mining, manufacturing, and domestic purposes within said districts." The decrees that are the subject of this Application were obtained in furtherance of these statutory directives. Many of the decrees obtained by the River District are for projects originally authorized either for construction or feasibility investigation by the Bureau of Reclamation of the Department of Interior, United States of America (hereinafter "Bureau"). Within the limitation of funds appropriated by the United States Congress, the Bureau has diligently engaged in the planning work, including environmental investigations necessary for eventual construction of such projects. Some of the projects within Water Division No. 5 are not only within the geographic area of the River District but also are within the boundaries of conservancy districts established pursuant to C.R.S. § 37-45-101, et seq. Those conservancy districts have also expended funds to aid in planning and placing the water rights to beneficial uses. The Basalt District, which is a conservancy district within a portion of the geographic area of the River District in Water Division No. 5 joins in this Application because water rights ultimately to be applied to beneficial use within the Basalt District are held by the River District, because portions of the project has been, or are proposed to be, assigned to the Basalt District, or

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because by holding its own decrees the Basalt District’s interests coincide with those of the River District. The Basalt District joins as co-applicant in this Application to the extent of its interests in certain of the water rights and projects involved in this Application. The Boards of Directors of the River District and the Basalt District have maintained their intent to develop the conditional water rights. The rights involved in this Application have been before this Court for reasonable diligence determinations in previous cases as indicated in the caption of this Application. The most recent decree confirming reasonable diligence in the development of the conditional water rights that are the subject of this Application was entered in Case No. 03CW41 on May 18, 2005. Name of Structure: Basalt Conduit. Information from previous decree: Date of original decree: June 20, 1958. Case No: C. A. 4613. Court: Garfield County District Court. Subsequent decrees awarding diligence: W-44, W-789-76, 88CW85, 95CW92, 03CW41, District Court, Water Division 5. Legal Description: The intake, headgate, and point of diversion of the Basalt Conduit is located on the left side of the Frying Pan River at the head of the outlet tube for the Ruedi Reservoir whence the SW corner of Section 7, Township 8 South, Range 84 West, of the 6th P.M. bears No. 79 degrees 00’ West a distance of 2,017.1 ft. Source: Water impounded in the Ruedi Reservoir, together with the direct flow of the Fryingpan River, tributary to the Roaring Fork River, tributary to the Colorado River. Date of Appropriation: July 29, 1957. Amount: The Basalt Conduit was decreed for 450 cubic feet per second (“c.f.s.”). In Case No. 88CW85, 3.309 c.f.s. was made absolute. 446.691 c.f.s. remains conditional. Uses: The generation of electric energy; irrigation purposes; domestic and municipal purposes; stockwatering purposes; piscatorial purposes; and industrial purposes, including but not limited to the production of oil from oil shale. The legal description for the Basalt Conduit, described using the PLSS format, is as follows: NE 1/4 of the NW 1/4 of Section 18, T. 8 S., R. 84 W., of the 6th P.M. at a point 329 feet south of north section line and 1984 feet east of west section line. Name of Structure: Landis Canal. Information from previous decree: Date of original decree: June 20, 1958. Case No.: C.A. 4613. Court: Garfield County District Court. Subsequent decrees awarding diligence: W-44, W-789-76, 88CW85, 95CW92, 03CW41, District Court, Water Division 5. Legal Description: The initial headgate and point of diversion of the Landis Canal is located at the terminus of the Basalt Conduit in the NW¼ Section 7, Township 8 South, Range 86 West. In addition thereto, diversions will be made by means of said Landis Canal, at points along its course at which the water of Coulter Creek and Cattle Creek and all named and unnamed tributaries of the Roaring Fork River will be intercepted and diverted. Source: Water conveyed through and by means of the Basalt Conduit; and the waters of Coulter Creek, Cattle Creek, and all named and unnamed tributaries of the Roaring Fork River between the original point of diversion and the terminus of the Landis Canal. Date of Appropriation: July 29, 1957. Amount: 130 c.f.s., of which 52 c.f.s. was decreed absolute in Case Nos. 88CW85 and 81CW252, and 78 c.f.s. remains conditional. Uses: The generation of electric energy; irrigation purposes; domestic and municipal purposes; stockwatering purposes; piscatorial purposes; and industrial purposes, including but not limited to the production of oil from oil shale. The legal description for the Landis Canal, described using the PLSS format, is as follows: NE 1/4 of the NW 1/4 of Section 7, T. 8 S., R. 86 W., of the 6th P.M. at a point 0 feet south of north section line and 2650 feet east of west section line. Name of Structure: Spring Valley Siphon. Information from previous decree: Date of original decree: June 20, 1958. Case No: C.A. 4613. Court: Garfield County District Court. Subsequent decrees awarding diligence: W-44, W-789-76, 88CW85, 95CW92, 03CW41, District Court, Water Division 5. Legal Description: The Spring Valley Siphon is located toward the northwesterly terminus of the Landis Canal. Source: Water transmitted to the Spring Valley Siphon by means of the Landis Canal. Date of Appropriation: July 29, 1957. Uses: The generation of electric energy; irrigation purposes; domestic and municipal purposes; stockwatering purposes; piscatorial purposes; and industrial purposes, including but not limited to the production of oil from oil shale. Remarks: The Spring Valley Siphon serves only to convey water across Spring Valley to Spring Valley bench. No diversion of water is accomplished by the Spring Valley Siphon. The legal description for the Spring Valley Siphon, described using the PLSS format, is as follows: NW 1/4 of the NW 1/4 of Section 29, T. 6 S., R. 88 W., of the 6th P.M. at a point 0 feet south of north section line and 1000 feet east of west section line. Name of Structure: Stockmen’s Ditch Extension and Enlargement. Information from previous decree: Date of original decree: June 20, 1958. Case No: C.A. 4613. Court: Garfield County District Court. Subsequent decrees awarding diligence: W-44, W-789-76, 88CW85, 95CW92, 03CW41, District Court, Water Division 5. Legal Description: The headgate and point of diversion is located on and forms a part of the penstock and power generating facilities of the Basalt Power Plant, which, in turn, is located in the SW1/4 of Section 7, Township 8 South, Range 86 West. In addition thereto, diversions will be made, by means of the Landis Canal, at points along its course at which the water of Sopris Creek and all named and unnamed tributaries of the Roaring Fork River will be intercepted and diverted. Source: Water transmitted thereto through and by means of the Basalt Conduit, and the waters of Sopris Creek and all named and unnamed tributaries of the Roaring Fork River between the original point of diversion of the Stockmen’s Ditch Extension and Enlargement and its terminus. Date of Appropriation: July 29, 1957. Amount: 30 c.f.s., conditional. Uses: The generation of electric energy; irrigation purposes; domestic and municipal purposes; stockwatering purposes; piscatorial purposes; and industrial purposes, including but not limited to the production of oil from oil shale. The legal description for the Stockmen’s Ditch Extension and Enlargement, described using the PLSS format, is as follows: NE 1/4 of the SW 1/4 of Section 7, T. 8 S., R. 86 W., of the 6th P.M. at a point 2260 feet north of south section line and 2380 feet east of west section line. Name of Structure: Basalt Power Plant and Penstock. Information from previous decree: Date of original decree: June 20, 1958. Case No.: C.A. 4613. Court: Garfield County District Court. Subsequent decrees awarding diligence: W-44, W-789-76, 88CW85, 95CW92, 03CW41, District Court, Water Division 5. Legal Description: No diversion is made by the Basalt Power Plant and Penstock independently of the Basalt Conduit. The Penstock is to be located in the SW1/4 of Section 7, Township 8 South, Range 86 West of the 6th P.M., at which point water transmitted by said Basalt Conduit will be discharged into said penstock. Water so discharged immediately enters the Roaring Fork

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River. Source: Water of the Frying Pan River, to the extent of 400 c.f.s., together with water released from the Ruedi Reservoir. Date of Appropriation: July 29, 1957. Amount: N/A; no diversion is made independent of the Basalt Conduit. Uses: The generation of electric energy; irrigation purposes; domestic and municipal purposes; stockwatering purposes; piscatorial purposes; and industrial purposes, including but not limited to the production of oil from oil shale. The legal description for the Basalt Power Plant and Penstock, described using the PLSS format, is as follows: NE 1/4 of the SW 1/4 of Section 7, T. 8 S., R. 86 W., of the 6th P.M. at a point 2625 feet north of south section line and 2490 feet east of west section line. Name of Structure: Ruedi Reservoir Power Plant. Information from previous decree: Date of original decree: June 21, 1977, W-2889 Court: District Court, Water Division No. 5. Subsequent decrees awarding diligence: 88CW85, 95CW92, 03CW41, District Court, Water Division 5. Legal Description: The point of diversion is located at a point in the existing outlet tunnel for Ruedi Reservoir whence the Southwest Corner of Section 7, Township 8 South, Range 84 West, of the 6th Principal Meridian bears North 56 degrees 21’ West a distance of 912.1 feet. Source: Frying Pan River. Date of Appropriation: October 22, 1975. Amount: 600 c.f.s., of which 300 c.f.s was made absolute in Case No. 88CW85, and 300 c.f.s. remains conditional. Use: power generation. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit A), the Applicants hereby abandon the remaining 300 cfs conditional portion of the Ruedi Reservoir Power Plant right. Name of Structure: Ruedi Reservoir Afterbay. Information from previous decrees: Date of original decree: June 21, 1977. Case No: W-2890. Court: District Court, Water Division No. 5. Legal Description: The intersection of the centerline axis of the dam and the right abutment thereof is located at a point whence the Southeast Corner of Section 12, Township 8 South, Range 85 West of the 6th P.M. bears N. 74 degrees 18’ E. a distance of 1,810 feet. Source: Frying Pan River, tributary to the Roaring Fork River, tributary to the Colorado River. Date of appropriation: October 22, 1975. Amount: 230 AF, of which 3.0 AF was made absolute in Case No. 88CW85, and 227 AF remains conditional. Use: To regulate releases from Ruedi Reservoir Power Plant when it is being operated as a peaking plant. Remarks: Consistent with the Notice of Intent to Abandon filed contemporaneously herewith in Case No. 03CW41, Water Division 5 (attached hereto as Exhibit A), the Applicants hereby abandon the remaining 227 AF conditional portion of the Ruedi Reservoir Afterbay water right. Maps (three pages) showing the decreed locations of the water rights for which findings of diligence are sought in this case are attached as Exhibit B to the Application and incorporated herein by this reference. Name and address of owner of the land upon which any new diversion or storage structure or modification to any existing diversion or storage structure or existing storage pool is or will be constructed or upon which water is or will be stored: The structures are or may be located and water is or may be stored on land owned by the agencies, entities, and individuals identified in Exhibit C, attached hereto and incorporated herein by this reference. The water will be placed to beneficial use within the extensive boundaries of the River District and/or the Basalt District. The specific owners of land upon which the water rights will be placed to beneficial use will be determined at future dates as the projects are developed. The water rights may be put to beneficial use on lands owned by many thousands of individuals and entities. Therefore, it is not feasible to list at this time the names and addresses of the owners of land upon which water may be placed to beneficial use. Provide a detailed outline of what has been done toward completion of the appropriation and application of water to a beneficial use. The explanation of work accomplished during the diligence period is not all inclusive but is merely representative of the work accomplished. Unless otherwise noted, the specific expenditures listed herein do not include attorneys fees or salaries of staff of the River District or the Basalt District, but the Applicants do claim those substantial expenses toward diligence. During the period from May 18, 2005 to May 31, 2011 Applicants have performed the following activities related to the conditional water rights at issue: The River District actively pursued the development of direct flow and storage water right decrees associated with the Basalt Project. Major activities undertaken by the River District to develop and protect its Basalt Project water rights are outlined below. In 2008-2011, the River District directed a multi-phased study funded by the Colorado and Yampa-White River Roundtable to assess water use associated with energy development in the Colorado, White, and Yampa River basins. It is anticipated that Basalt Project water rights will be used, in part, to meet the demands of the energy industry. Federal environmental legislation and related regulations on water development activities often make successful acquisition of needed federal permits one of the most predominant concerns regarding a water development project. A significant concern regarding the development of projects in Colorado Water Division No. 5 is the status of four native fish species which have been listed as “endangered” by the Fish and Wildlife Service pursuant to the federal Endangered Species Act. Because water depletions in the Colorado River basin are alleged to jeopardize the continued existence of those fish species, it is necessary for the River District and others who may need federal permit authorizations for their water projects to successfully address the alleged jeopardy of those species. The River District, throughout this diligence period, has been involved in extensive scientific analyses and lobbying efforts concerning the recovery of endangered fish species in the Colorado River basin. This work includes the partial funding and extensive participation in a multi-phase study to identify a source of the 10,825 acre feet of water to satisfy the obligation of water users within the State of Colorado to the recovery of the endangered fishes. The River District has contributed a significant amount of resources to the Environmental Assessment currently underway to implement the preferred alternative for supplying the 10,825 water. These efforts are necessary and appropriate in order for the River District, Basalt District and other water users within their boundaries to secure permitting approvals for the construction and operation of water projects. The River District continues to participate in and fund efforts to reduce the salinity of the Colorado River, as well as the operation of the Colorado River mainstem reservoirs, to ensure to the River District, as well as to the State of Colorado, an adequate supply of water from the Colorado River as provided by the Colorado River Compacts. The River District participates in the funding of United States Geological Survey gauging stations throughout the River District in order to better assess the availability of water for development pursuant to its various

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projects, including but not limited to funding gauging stations on the Colorado and Roaring Fork Rivers. In 2009-2010, the River District acted as the fiscal agent for a Colorado Water Conservation Board funded “Upper Colorado River In-Stream Flow Study” by Miller Ecological Consultants. This study evaluated non-consumptive needs on the Colorado River. The identification of non-consumptive needs on the Colorado River will help to identify and address potential mitigation and other planning measures for water development projects such as the Basalt Project. River District staff updated its GIS file geo-database for the Basalt Project water right locations. The River District provided funding in 2006-2011 to the Center for Snow and Avalanche Studies for ongoing research regarding the impacts that dust on snow events have on water supplies. This work will be used by the River District to help plan and assess the availability and timing of water supply and water demands for its projects, including the Basalt Project rights. Identified and mapped owners of lands on which structures may be located or water may be stored. The River District has opposed numerous water right applications during the diligence period in order to prevent or mitigate adverse effects to its water rights. During the diligence period, the River District has been actively engaged in the operation of its Water Marketing Program. While the water rights utilized in the Water Marketing Program are not the subject of this Application, the successful operation of the Water Marketing Program and the receipt of lease revenues by the River District will assist the River District in developing other water projects in Division 5, including projects such as those that are the subject of this Application. In addition to extensive staff time, the District’s expended in excess of $2 million in furtherance of the activities described herein. The River District Board of Directors expressly confirmed their intent to develop those portions of the Basalt Project water rights identified in paragraphs 4-8 above at their April 2011 Quarterly Meeting. The Basalt District actively pursued the development of direct flow and storage water right decrees associated with the Basalt Project. The Project decrees are an important part of the Basalt District's overall Operating Plan, and are also effectively used pursuant to the Substitute Water Supply Plan operated by the Basalt District with the approval of the State Engineer. The water rights are also incorporated into several plans for augmentation decreed and pending in the Water Court for Division 5. Major activities undertaken by the Basalt District to develop and protect its Basalt Project water rights are outlined below. Basalt District Operating Plan. The Basalt District commenced its contract allotment program in 1982, and in 1983 received approval of a Substitute Water Supply Plan designed to provide a dependable legal water supply to water users within the Basalt District. The Basalt District has maintained the plan each year during the diligence period. The Basalt District's Operating Plan utilizes, in part, the District's Basalt Conduit and Landis Canal water rights, in addition to storage rights in Ruedi Reservoir, to provide year-round augmentation for individual water service contract allottees. The Basalt District entered into 129 water service contracts since the filing of the most recent diligence application in Case No. 03CW41. Currently, the Basalt District maintains a total of 492 contracts, of which 297 are active contracts. Under the District's Operating Plan, allottees obtain their physical water supply from groundwater wells, springs, or direct flow diversions located in the Roaring Fork River and Fryingpan River basins. To help protect these allottees' diversions from a water right call, the Basalt District encourages and/or assists its contract allottees to obtain alternate points of diversion of the more senior Basalt Conduit right to coincide with their individual water systems. During the diligence period, the District directly assisted 94 contract allottees in obtaining alternate points of diversion for 149 wells, springs and other diversion structures totaling 8.33 c.f.s. by inclusion in the Basalt District's plan for augmentation filed in Case No. 01CW305. Rulings in this case are now pending before the referee. Additionally, the District continues to prosecute case 02CW77, in which it is seeking adjudication of an umbrella augmentation plan within its service area, under which qualifying allotees can utilize District water rights for operation of their diversions and for replacement of associated out-of-priority depletions, and in which the qualifying diversions will operate as alternate points of diversion for the Basalt Conduit. At present, the Basalt District has 102 contracts with allottees seeking to obtain alternate points of diversion for the Basalt Conduit totaling 11.314 c.f.s. as part of the application pending in 02CW77. Substitute Water Supply Plan. On March 24, 1983, the Basalt District requested recognition and approval of the above-outlined Operating Plan from the State Engineer. In its request, the District proposed "...to use its storage rights in Ruedi Reservoir, as well as its decreed flow rights, as a substitute supply of water for its contract allottees to supply senior appropriators on the Frying Pan, Roaring Fork and Colorado Rivers." On May 5, 1983, the State Engineer approved the plan in accordance with C.R.S. § 37-80-120, subject to certain conditions. One condition involved the submittal of an annual operating plan. Since 1983, annual operating plans have been submitted to and approved by the State Engineer. During the diligence period, the Basalt District has prepared and submitted annual operating plans for approval as substitute water supply plans for the years 2005 through 2011. The Basalt District applied for, and on December 3, 2010, received approval of, a new substitute water supply plan effective until December 31, 2010. The Basalt District currently has an application for approval of a new substitute water supply plan effective through December 31, 2011. Ruedi Reservoir/Bureau Contract. On May 13, 1982, the Basalt District entered into a water service contract with the Bureau of Reclamation for 500 acre feet of water annually from Ruedi Reservoir for municipal and industrial purposes, including residential, commercial, and other municipal and industrial water uses directly, by exchange, or through augmentation. On September 21, 2000, the Basalt District entered into a second contract with the Bureau for 490 acre feet of additional storage water, after having actively participated in negotiations regarding the Ruedi Round II sales. On October 3, 2003, the Basalt District entered into a second Ruedi Round II contract for 500 acre feet of water annually. The Basalt District paid the Bureau approximately $374,819.60 in assessments for reservoir repayment and OM&R since the time the most recent diligence application was filed. The Ruedi Reservoir contract supply is used to augment out-of-priority depletions from operation of the Basalt District rights, including the Basalt Conduit and Landis Canal, and is therefore directly related to the development and use of those conditional Basalt Project rights. Green Mountain Reservoir/Bureau Contract. On November 9, 1998, the Basalt District entered into a water service contract with the Bureau for 1,000 acre feet of water annually from Green Mountain Reservoir for municipal/domestic uses,

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including domestic, municipal and miscellaneous related water uses directly, by exchange, or through augmentation. The Green Mountain Reservoir contract supply is used to augment out-of-priority depletions from operation of the Basalt District rights, including the Basalt Conduit and Landis Canal and is therefore directly related to the development and use of those conditional Basalt Project rights. Water Right Plans for Augmentation. During the subject diligence period, the Basalt District diligently prosecuted an augmentation plan application in Case No. 01CW305, in which rulings are currently pending before the water referee. The augmentation plan sought in Case No. 01CW305 will establish alternate points of diversions for the Basalt Project rights at contractees' water supply facilities and augment the contractees’ depletions using releases from Ruedi Reservoir. The Basalt District has also prosecuted its application in Case No. 02CW077, which seeks to adjudicate an umbrella augmentation plan for its Area A under which qualifying contractees can apply to the water court for operation of their diversions. A ruling as to some of the claims in this application is currently pending before the water referee. The decree sought in Case No. 02CW077 will work in conjunction with the Basalt District's Substitute Water Supply Plan to allow Area A contractees to apply for well permits or otherwise operate under the Substitute Water Supply Plan pending approval incorporating the qualifying diversions into the umbrella augmentation plan. The qualifying diversions will operate as alternate points of diversion for the Basalt District's water rights in and to the Basalt Conduit, and out-of-priority diversions will be augmented with water stored in Ruedi Reservoir, in part. The Basalt District filed and continues to prosecute an application in Case No. 10CW47 to change water rights to provide an additional source of augmentation water to replace out-of-priority depletions from the Basalt Conduit, and thereby enhance the Basalt District’s use of the Basalt Project water rights. Water Right Opposition. The Basalt District has opposed numerous water right applications during the diligence period in order to prevent or mitigate adverse effects to its water rights and water supply Operating Plan and Substitute Water Supply Plan. Cases in which the Basalt District has filed and/or prosecuted statements of opposition during this diligence period include 04CW202, 04CW226, 05CW335, 05CW299, 05CW300, 06CW49, 06CW54, 06CW77, 06CW195, 06CW209, 06CW258, 07CW54, 07CW55, 07CW176, 09CW142 (Division 2), 09CW186, 09CW272 (Division 1), 10CW184, and 10CW305. Groundwater Monitoring. For many years, the Basalt District has operated a groundwater monitoring program in the Missouri Heights area within its service area. In 2008, the Basalt District applied for and obtained a grant from the Colorado Water Conservation Board to install groundwater monitoring equipment to improve data collection, and weather monitoring equipment to help in evaluating groundwater supplies in the Basalt District’s service area. Participation in Interbasin Roundtable Committee. During the diligence period, the Basalt District has participated in the Colorado Water Conservation Board’s Interbasin Roundtable for the Colorado basin. The Basalt District has expended $4,485.42 directly related to its directors’ participation in the roundtable process. Contribution to River Gauge. In 2008, the Basalt District contributed $2,500 to the installation of a gauge on the Roaring Fork River, above its confluence with the Fryingpan River. Information generated by this gauge is used by the Basalt District in its Operating Plan and in planning continued use of the Basalt Project rights by Basalt District constituents at alternate points of diversion. Basalt District Expenditures. In addition to the payments to the Bureau described above, during the diligence period, the Basalt District expended approximately $1,157,133.40 on legal, engineering, enterprise and administrative activities contributing to the development and use of the Basalt Project water rights. Contemplated Draft Analysis. In 2009, the Basalt District undertook and completed a contemplated draft analysis of the Basalt Conduit water right to determine its availability and yield for use by Basalt District constituents as part of its ongoing planning in the development of this water right. This analysis extends to the availability and yield of the Landis Canal, Spring Valley Siphon, Stockmen’s Ditch Extension and Enlargement and Basalt Power Plant and Penstock, as each of these rights relies in part on the Basalt Conduit right. Claim to Make Absolute, In Part. During the diligence period, Applicant Basalt District has placed part of the Basalt Conduit water right to beneficial use through diversion by District contractees at decreed alternate points of diversion, and seeks confirmation that this right has been made absolute in part, as follows. Basalt Conduit. Date applied to beneficial use: Various dates, including May 20, 2009. The dates in water years 2008 and 2009 on which the Basalt Conduit was in priority and physically available at its original point of diversion are identified in Exhibit D to this Application and incorporated by this reference. Amount: 9.28 c.f.s., in addition to the 3.309 c.f.s already absolute. Uses: Domestic and municipal uses, including household and irrigation purposes, at properties owned by Basalt District constituents under active contracts with the Basalt District. Description of place of use where water applied to beneficial use: The Basalt Conduit has been placed to use within the Basalt Water Conservancy District’s service area at the specific points depicted on the map attached as Exhibit E to the Application and incorporated herein by this reference. Information for the points of diversion shown on Exhibit E, including legal descriptions and diversion rates, is included in Exhibit F to this Application and incorporated herein by this reference. WHEREFORE, the Applicants request that the Court adjudge and decree that Applicants have exercised reasonable diligence in the development of the water rights that are the subject of this Application, that an additional 9.28 c.f.s. of the Basalt Conduit water right has been made absolute for Domestic and Municipal purposes at the Alternate Points of Diversions, that the Court grant a finding of reasonable diligence for any portion of the Basalt Conduit water right not made absolute, that the conditional water rights that are the subject of this Application be continued in full force and effect, and that a date be set for a subsequent application for a finding of reasonable diligence. The Applicants also request that the Court confirm that the conditional water rights associated with each project identified above are features of an integrated system of water rights, and that work done on one feature of the project shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project. (17 pages, 5 exhibits) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part

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or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 29. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 09CW33 GARFIELD COUNTY; Amended Application for Finding of Reasonable Diligence and/or to make absolute and to change location of water right: Applicants: James Halterman and Rosemary Burkholder, 4175 Cattle Creek Road, Glenwood Springs, CO 81601 (970)928-8373. Name of structure: Hunt Well #3. Date of original decree: 6/12/89 in Case No. 89CW199. District Court in and for water division no. 5; Subsequent decrees: Case No. 96CW41, 04CW107. Decreed location: NE¼ SW¼ Sec. 11, T7S, R88W, 6th P.M., 2040 feet from south section line and 2290 feet from west section line. Source: groundwater tributary to Cattle Creek tributary to Roaring Fork River, tributary to Colorado River. Approp. Date: 8/30/89. Amount: 15 g.p.m. Uses: domestic, irrigation, livestock. Depth: 425 feet, Amended Claim to Make Absolute and/or Finding of Reasonable Diligence: Date Applied to beneficial use: 10/12/02, for 10 g.p.m. to be made absolute for domestic and irrigation (lawn and garden) purposes. Applicant also seeks a finding of reasonable diligence as to the remaining 5 g.p.m. for all decreed purposes. The amended application contains a detailed description of the activities undertaken during the diligence period to put this water right to beneficial use and toward continued development of the water right. Amended claim for change of water right: Applicant seeks to change the location of the Hunt Well #3, as described herein, to its actual as build location described as follows: NE ¼ SW¼ Sec. 11, T7S, R88W, 6th P.M., 2345 feet from the south section line and 2835 feet from the east section line. Owner of land upon which structure is decreed and actually located: Applicant. (7 pages). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 30. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 10CW195 ROUTT COUNTY, ELK CREEK, RED DIRT CREEK, ANTELOPE CREEK, TRIBUTARY TO COLORADO RIVER. Mervyn Lapin, c/o Scott Balcomb and Scott A. Grosscup, Balcomb & Green, P.C., P.O. Drawer 790, Glenwood Springs, CO 81602, 970/945-6546. FIRST AMENDED APPLICATION FOR CHANGE OF WATER RIGHTS TO CORRECT LEGAL DESCRIPTION AND FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE corrects the decreed location of the decreed and confirmed exempt wells in Case No. 01CW355. The actual locations of these water rights have not changed. Structures: Lapin Wells A, B, C, D, E, F and J and Lapin Springs H and I. Original decree: Case No. 01CW335, Dist. Ct., W.D. 5. Part I of II, July 19, 2004. Part II of II, November, 2004. Legal: located in T. 1 S., R. 84 W. of the 6th P.M. as shown on Exhibits A and B. Lapin Well A. Decreed: SW1/4 SE1/4, Sec. 17, 480 feet from s., 3720 from w. Corrected: SE1/4 SE1/4, Sec. 17, 857 feet from s., 387 feet from e. Lapin Well B. Decreed: NE1/4 NW1/4, Sec. 20, 480 from n., 2400 feet from w. Corrected: SW1/4 SE1/4, Sec. 17, 728 feet from s. and 2162 from e. Lapin Well C. Decreed: NE1/4 SE1/4 of Sec. 20, 2145 feet from s. and 330 feet from e. Corrected: NE1/4 SE1/4 Sec. 20, 1808 feet from s. and 1221 feet from e. Lapin Well D. Decreed: NW1/4 NW1/4, Sec. 21, 720 feet from n., 1200 feet from w. Corrected: NW1/4 NW1/4, Sec. 21, 582 feet from n. and 839 feet from w. Lapin Well E. Decreed: NE1/4 NW1/4, Sec. 25, 120 from n., 1920 feet from w. Corrected: NE1/4 NW1/4, Sec. 25, 526 feet from n. and 2016 feet from w. Lapin Well F. Decreed: SE1/4 NW1/4, Sec. 22, 1680 feet from n., 2400 feet from w. Corrected: NW1/4 NW1/4, Sec. 22, 380 feet from n. and 1199 feet from w. Lapin Spring G. Decreed: 496 feet from the N. Sec. and 496 feet from the W. Sec. of Sec. 28. Corrected: NW1/4 NW1/4 Sec. 28, 293 feet from n. and 10 feet from w. Lapin Spring H. Decreed: 496 feet from the N. Sec. and 0 feet from the W. Sec. of Sec. 28. Corrected: NW1/4 NW1/4 Sec. 28, 627 feet from n. and 110 feet from w. Lapin Well I. Decreed: NW1/4 NW1/4, Sec. 28, 480 feet from n., 600 feet from w. Corrected: SW1/4 SE1/4, Sec. 21, 212 feet from s. and 2198 feet from e.. Lapin Well J. Decreed: NW1/4 NW1/4, Sec. 28, 480 feet from n., 1320 feet from w. Corrected: SE1/4 SE1/4 Sec. 21, 342 feet from s. and 748 feet from e. Source: Lapin Wells A, B, C, D, I, J: spring trib. to Elk Creek, trib. to Colorado River. Lapin Well E: spring trib. to Red Dirt Creek, trib. to Colorado River, Lapin Well F: spring trib. to Antelope Creek, trib. to Colorado River. Approp.: Lapin Wells A, B, D, I, J: 12/31/92, Lapin Well C: 12/28/01. Uses: livestock, irrigation. Applicant also amends the Application to reduce the amounts claimed as absolute to the following amounts: Lapin Well A: 10 g.p.m., Lapin Well B: 1 g.p.m., Lapin Well C: 1g.p.m. Lapin Well D: 1 g.p.m., Lapin Well E: 1 g.p.m., Lapin Well F: 1 g.p.m., Lapin Well G:1 g.p.m., Lapin Spring H: 1 g.p.m., Lapin Spring I:15 g.p.m., Lapin Well J: 10 g.p.m. Except as amended, the filed application remains unchanged. YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part

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or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 31. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 11CW34 (02CW120, 93CW207 and 88CW416) ROUTT COUNTY – Application for Findings of Reasonable Diligence, in the Matter of the Application for Water Rights of Flattops Land and Cattle Company in Routt County. 1. Applicant's Name, Mailing Address and Telephone Number, Flattops Land and Cattle Company, c/o Kirk Shiner, DVM, 7900 Routt County Road 3, Toponas, CO 80479. Telephone: 970-545-3390. Please direct all pleadings and correspondence to: Steven O. Sims and John A. Helfrich, Brownstein Hyatt Farber Schreck, LLP, 410 17th Street, Suite 2200, Denver, Colorado 80202. Telephone: (303) 223-1100. E-mail: ssims@bhfs.com and jhelfrich@bhfs.com. 2. Name of Structure: (a) Smith Creek Reservoir (i) Location: NW¼ of Section 17, Township 1 North, Range 85 West of 6th P.M., at a point 1,600 feet East of the West Section line and 4,800 feet North of the South Section line. (ii) Source: Smith Creek, tributary to Egeria Creek, tributary to Rock Creek, tributary to the Colorado River. (iii) Appropriation Date: August 31, 1988. (iv) Amount & Uses: 200 acre feet, conditional, for supplemental irrigation of 140 acres, recreation and piscatorial. (v) Original Decree: District Court in and for Water Division No. 5, Case No. 88CW416; May 15, 1989. (1) Subsequent Decrees Awarding Findings of Diligence: a. Case No. 95CW207; May 25, 1996. b. Case No. 02CW120; March 22, 2005. 3. Detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: The Applicant, Flattops, undertook the following activities toward completion of the appropriation and application of water to beneficial use during the diligence period between April 2005 and February 2011: (a) In January and June, 2008, Flattops spent at least $160,000 for engineering studies by Wright Water Engineers to delineate wetlands and other waters of the United States in the area identified for construction of the Smith Creek Reservoir and to refine the size of alternative reservoir configurations. (b) Flattops spent more than $10,000.00 for legal services to contract with other water users to participate in construction of Smith Reservoir and associated Flattops structures and to review the monthly resumes in Division 5 and 6 for applications that were inconsistent with Flattops water rights. WHEREFORE, Applicant, requests that the Court enter a decree: 1. Finding that Applicant has been reasonably diligent in the steady application of effort to complete the appropriation of the conditional water rights in a reasonably expedient and efficient manner under the facts and circumstances and continuing the conditional rights in full force and effect. 2. Granting such other relief as the Court deems just and proper. (4 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601. 32. PURSUANT TO C.R.S., §37-92-302, AS AMENDED, YOU ARE NOTIFIED THAT THE FOLLOWING PAGES COMPRISE A RESUME OF THE APPLICATIONS AND AMENDED APPLICATIONS FILED WITH THE WATER CLERK FOR WATER DIVISION 5 DURING THE MONTH OF MAY 2011. 10CW237 EAGLE COUNTY. Eagle River. Applicants: William and Gritt Fleischer, P.O. Box 4000, Vail, CO 81658, c/o Garfield & Hecht, P.C., 420 7th Street, Suite 100, Glenwood Springs, CO 81601, phone (970) 947-1936. AMENDMENT TO APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE WATER RIGHTS ABSOLUTE. Applicants submit this amendment to the Application filed in this case on Sept. 29, 2010 by Applicants’ predecessor. Except as amended herein, the claims in the original Application remain in place. Names of structures: Bossow Pump No. 1 and Bossow Pump No. 2. Original decree: Entered on May 7, 1997 in Case No. 96CW159, District Court, Water Division 5. Subsequent decree finding reasonable diligence and making partially absolute was entered on Sept. 23, 2004 in Case No. 03CW092. Legal Descriptions: Bossow Pump No. 1 is located in Sec. 16, T. 4 South, R. 83 West of the 6th P.M., at a point 100 feet west of the east line and 2400 feet north of the south line of said Sec. 16. Bossow Pump No. 2 is located in Sec. 16, T. 4 South, R. 83 West of the 6th P.M., at a point 10 feet west of the east line and 2000 feet north of the south line of said Sec. 16. Source: Eagle River, tributary to the Colorado River. Date of appropriation: May 9, 1996. Amount: Bossow Pump No. 1: 0.11 c.f.s. absolute; and 0.14 c.f.s. conditional. Bossow Pump No. 2: 0.25 c.f.s. conditional. Uses: irrigation of 10 acres, livestock watering, storage, fire protection, and wildlife watering. The original Application contains a detailed outline of what has been done for completion of the appropriation and application of water to beneficial use as conditionally decreed. Claim to Make Absolute: Applicants request the Court to determine and decree that the remaining conditional water rights for the Bossow Pump Nos. 1 and 2 have been made absolute for the uses described below. To the extent that the Court does not determine that the Bossow Pump Nos. 1 and 2 have been made absolute in the amount and for the uses claimed below, the Applicants request a decree finding reasonable diligence in the development of the subject water rights and continuing them for another six years. Date first applied to beneficial use: September 2004 (as claimed in the Application). Amount: Bossow Pump No. 1: additional 0.14 c.f.s. (for a total of 0.25 c.f.s.). Bossow Pump No. 2: 0.25 c.f.s. Uses: irrigation, livestock watering, storage, fire protection, and wildlife watering.

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A map depicting the place of use where water is applied to beneficial use was submitted with the original Application. Name and address of owners of the land upon which the subject water rights are located and on which water is used: Applicants. YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of JULY 2011 to file with the Water Clerk a verified Statement of Opposition setting forth facts as to why this application should not be granted or why it should be granted in part or on certain conditions. A copy of such statement of opposition must also be served upon the applicant or the applicant’s attorney and an affidavit or certificate of such service shall be filed with the Water Clerk, as prescribed by Rule 5, CRCP. (Filing Fee: $158.00) KATHY HALL, Water Clerk, Water Division 5; 109 8th Street, Suite 104 Glenwood Springs, CO 81601.