DIVISION 5 WATER COURT-AUGUST 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 AUGUST 2011. 11CW115 MESA COUNTY, SALT CREEK, PLATEAU CREEK, RIVER. Applicant - Frederick L. Lekse, Jr., 6104 Bascom Dr, Summerfield, NC 27358, [email protected]. (336) 399-2431. Applicant’s Attorney: Mark A. Hermundstad, WILLIAMS, TURNER & HOLMES, P.C., P.O. Box 338, Grand Junction, CO 81502, (970) 242-6262, mherm@wth- law.com. Application for Surface Water Right. Structure: Lekse Spring; Legal Description: The spring is located in the SE1/4 NW1/4, Sec. 10, T. 10 S., R. 94 W., 6th P.M., at a point approx. 2,300 ft E. of the W. section line and 2,600 ft S of the N section line of Sec. 10. See map attached as Exhibit A to the Application; Source: A spring tributary to Salt Creek, tributary to Plateau Creek, tributary to the Colorado River; Appropriation Date: June 1, 2011; Amount: 0.033 c.f.s., conditional; Uses: Wildlife watering, stockwatering, and irrigation of up to five acres of natural vegetation to enhance forage for wildlife uses. The land to be irrigated will be land owned by Applicant in the vicinity of the Lekse Spring. The legal description of Applicant’s property is set forth on the deed attached to the Application as Exhibit B; Names and addresses of landowner: Applicant. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011. 11CW116 Concerning the Application for Water Rights of Applicant Rocky Gabossi in Garfield County, Request for a Finding of Reasonable Diligence as to Surface Water Rights, an Award of Absolute Surface Water Rights and An Award of Conditional and Absolute Underground Water Rights. Name, mailing address, email address, and home telephone number of Applicants: Rocky Gabossi and Mary Anne Gabossi, 44253 Highway 6, Glenwood Springs, CO 81601, n/a, 970-384-2630, Conrad Wagner and Marsha Wagner, 5403 County Road 154, Suite 1, Glenwood Springs, CO 81601, n/a, 970-947-0020, Old Orchard Subdivision Homeowners Association, 44253 Highway 6, Glenwood Springs, CO 81301, n/a, 970-384-2630. Request for a Finding of Reasonable Diligence – Surface Water Rights. 1. Name of structure: Bowles Diversion Type: diversion. Name of structure: Bowles Pond, First Enlargement Type: pond. 2. Describe conditional water right (as to each structure) including the following information from the Referee’s Ruling and Judgment and Decree- Bowles Pond, First Enlargement: A. Date of Original Decree: 12/2/1998 Case No. 1997CW162 Court: District Court, Water Div. 5, Colorado. B. Subsequent decrees awarding findings of diligence (Case No. and date of decree): 2004CW225, 8/2005. C. Legal Description: The center point of the pond is a point in the SWNW, Section 35, Township 5S, Range 90W of the 6th P.M 1000 feet from the north section line and 1000 feet from the west section line. D. Source of water: Bowles Diversion, which collects the springs, run-off and seepage water in Bowles Gulch, tributary to the Colorado River. E. Adjudication Date: 12/2/1998. Amount: 2.5 AF, conditional with the right to fill and refill in priority. Appropriation Date: July 8, 1997; How appropriation was initiated: by consultation with professional engineer and an intent to appropriate. F. Use: Fish culture, livestock and wildlife watering, fire protection and augmentation pursuant to the Bowles Well Nos. 1-6 Plan of Augmentation decreed in 1997CW162.G. Surface area of high water line: 0.04 acres. Maximum height of dam: 11 feet. Length of dam: 105 feet. Total capacity: 2.5 AF. Active Storage: 2.5 AF. Dead storage: 0. 3. Describe conditional water right (as to each structure) including the following information from the Referee’s Ruling and Judgment and Decree - Bowles Diversion: A. Date of Original Decree: 12/2/1998. Case No. 1997CW162 Court: District Court, Water Div. 5, Colorado. B Subsequent decrees awarding findings of diligence (Case No. and date of decree): 2004CW225, 8/2005. C..Legal Description: located at a point on Bowles Gulch from whence the West Quarter Corner of Section 13, Township 5 South, Range 90 West of the 6th P.M bears south 48˚ 29’ West 1358.287 feet; otherwise described as a point in the SWNW, Section 35, Township 5S, Range 90W of the 6th P.M. Northing 4383448, Easting 288170.4, NAD (83). D. Source of water: Drainage, run-off and seepage water in Bowles Gulch, tributary to the Colorado River. E. Adjudication Date: 12/2/1998. Amount: 0.5 cfs, conditional. Appropriation Date: July 8, 1997. How appropriation was initiated: by consultation with professional engineer and an intent to appropriate. F. Use: Domestic, livestock and wildlife watering, fire protection and storage in Bowles Pond. 4. See the application for 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. Request for an Award of Absolute Water Rights-Surface Water Rights. 1. Claim to make absolute – Bowles Diversion. A. Date water applied to beneficial use: 4/2001. Amount: 2.5 AF with the right to fill and refill in priority. Use: Domestic, livestock and wildlife watering, fire protection and storage in Bowles Pond. B. Description of place of use where water is applied to beneficial use. The Bowles Diversion water is applied to beneficial use at the Bowles Pond and at the Bowles Diversion which is located on property identified as Garfield County Assessor’s Parcel No. 2123-352-01-001. 2. Claim to make absolute – Bowles Pond, First Enlargement. A. Date water applied to beneficial use: 4/2001. Amount: 0.5 cfs. Use: Fish culture, livestock and wildlife watering, fire protection and augmentation of Bowles Well No. 3 and Bowles Well No. 2 pursuant to the Bowles Well Nos. 1-6 Plan of Augmentation decreed in 1997CW162. Bowles Well No. 3 is permitted under Colorado Division of Water Resources Permit No. 56102-F and serves one residence. Bowles Well No. 2 is permitted AUGUST 2011 RESUME WATER DIVISION 5 PAGE 2 under Colorado Division of Water Resources Permit No. 68856-F. B. Description of place of use where water is applied to beneficial use. The Bowles Pond, First Enlargement water is applied to beneficial use at the Bowles Pond which is located on property identified as Garfield County Assessor’s Parcel No. 2123-352-01-001. 5. Names and addresses of owner of the land upon which the structures are located: Applicants Rocky and Mary Anne Gabossi. Request for an Award of Conditional and Absolute Water Rights – Underground Water Rights. 1. In Case No. 1997CW162, the Estate of Dorothy L. Bowles (Applicants’ predecessor) was awarded a conditional Plan of Augmentation that allowed for the operation of 6 wells supplying 30 residences within the 60 acres of property owned by the Bowles Estate. There were no water rights awarded to Bowles Wells No. 1-6 in either 1997CW162 or its diligence case 2004CW225. Bowles Well No. 2 and Bowles Well No. 3 have been drilled and have been issued well permits by the Division of Water Resources. The well permits require that the wells be augmented in accordance with the Plan of Augmentation awarded in 1997CW162. Applicants request an award of absolute water rights for Bowles Wells No. 2 for 1 residence and Bowles Well No. 3 for 1 residence and a conditional right for Bowles Wells No. 1, 4, 5, 6 for up to 22 and Bowles Well No. 2 for 6 residences. 2. Claim to Make Absolute – Name of Structures: Bowles Well Nos. 2 and 3 for 1 residence each. A. Source: alluvium of sand, gravel and other materials hydraulically connected to the Colorado River. B. Date of Appropriation: July 8, 1997. How appropriation was initiated: filing of water application seeking plan of augmentation for wells. C. Legal Description and Permit No.: Bowles Well No. 2 – NWNW of Section 35, Township 5 South, Range 90 West of the 6th P.M. a distance 1250 feet from the north section line and 960 feet from the west section line. Permit No. 68856-F (originally 56101-F).Bowles Well No. 3 - SENW of Section 35, Township 5 South, Range 90 West of the 6th P.M. a distance of 1500 feet from the north section line and 2200 feet from the west section line. Permit No. 56102-F. Copies of the well permits, pump installation reports, well construction and test reports and statements of beneficial use are attached to the application D. Amount Claimed as absolute: Bowles Well No. 2 – 15 gpm and 0.39 AF per year. Bowles Well No. 3 - 15 gpm and 0.39 AF per year. E. Use: In-house domestic use. No irrigation or outdoor use is allowed. F. Depth: Bowles Well No. 2—220 feet. Bowles Well No. 3 – 215 feet. G. Date of Beneficial Use: Bowles Well No. 2 - 8/5/2002. Bowles Well No. 3 - 8/1/2002. F. Names and addresses of owners of the land upon which the structures are located: Applicants Rocky Gabossi and Mary Anne Gabossi as to Bowles Well No. 2; Applicants Conrad and Marsha Wagner as to Bowles Well No. 3. 3 Bowles Well No. 2 has been permitted for 7 single family residences. Applicant requests a conditional right for Bowles Well No. 2 for the remaining 6 single family residences. 4. Request for Conditional Water Rights – A. Name of Structures: Bowles Well Nos. 1, 2, 4, 5, and 6. B. Source: alluvium of sand, gravel and other materials hydraulically connected to the Colorado River. C. Legal Description and Permit Nos.: Bowles Well No. 2 – NWNW of Section 35, Township 5 South, Range 90 West of the 6th P.M. a distance 1250 feet from the north section line and 960 feet from the west section line. Permit No. 68856-F (originally 56101-F). Bowles Well Nos. 1, 4, 5, and 6 have not yet been drilled or permitted. They will be located on approximately 60 acres owned by Applicants Rocky and Mary Ann Gabossi or Applicants Conrad and Marsha Wagner (and previously owned by the Estate of Dorothy L. Bowles) generally in the NW of Section 35, Township 5 South, Range 90 West of the 6th P.M. D. Amount Claimed as conditional: Bowles Well No. 2 – 10 gpm and 2.41 AF per year. Bowles Well Nos. 1, 4, 5 and 6– 25 gpm each and a total of 9.161 AF combined. The combined annual amount of ground water to be appropriated by Bowles Well No. 1-6 shall not exceed 12.0 AF. E. Use: In-house domestic use. No irrigation or outdoor use is allowed. F. Date of Appropriation: July 8, 1997. How appropriation was initiated: filing of water application seeking plan of augmentation for wells. G. Names and addresses of owners of the land upon which the structures are located: Applicants Rocky Gabossi and Mary Anne Gabossi or Applicants Conrad and Marsha Wagner. H. Bowles Well No. 1, 2, 4, 5, and 6 shall be operated in accordance with the augmentation plan approved in 1997CW162. (15 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011. 11CW118 PITKIN COUNTY. . Roll Global LLC, c/o Patrick, Miller & Kropf, P.C., Ramsey L. Kropf, Esq, and Laura C. Makar, Esq., 730 E. Durant Ave., Suite 200, Aspen, CO 81611, (970) 920-1028. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND/OR TO MAKE ABSOLUTE. Name of structure: RIC Pump & Pipeline. Type: Pipeline. Description of conditional water right: Date of original decree: January 14, 1999. Case No.: 95CW322, District Court Water Division No. 5. Subsequent diligence decree: 05CW04, August 22, 2005. Alternate Point of diversion decree: 05CW189, January 15, 2010. Legal description of decreed original point of diversion: Pitkin County, NW ¼ of the SW ¼ of Section 17, Township 10 South, Range 84 West of the 6th P.M. at a distance of 200 feet east of the west section line and 2,100 feet north of the south section line. See Exhibit A. Legal description of decreed alternate point of diversion: NW¼ SW¼ of Section 17, Township 10 South, Range 84 West, of the 6th P.M., at a point on the westerly bank of the Roaring Fork River approximately 1,430 feet from the South section line and 565 feet from the West section line of said Section 17 in Pitkin County. Street address:161 Stillwater Dr. Subdivision: Stillwater Ranch AUGUST 2011 RESUME WATER DIVISION 5 PAGE 3

Parcels, Lot: 3. Description of place of use: Stillwater Ranch Parcels Lots 2 & 3. Source: Roaring Fork River, tributary to the Colorado River. Appropriation date: May 11, 1995. Amount: 0.65 c.f.s., conditional. Uses: Irrigation, aesthetic, recreation and piscatorial. A detailed outline of work toward completion of the appropriation and application of water to beneficial use as decreed, including expenditures was included with the application. Claim to make absolute: Date of water applied to beneficial use: Decreed point of diversion: June 30, 1996. Amount: 0.65 c.f.s. Amount 0.65 c.f.s. Use: Irrigation, aesthetic, recreation and piscatorial. Description of place of use where water is applied to beneficial use: Lot 2, Stillwater Ranch Parcels, according to the First Amended Plat thereof recorded December 2, 1993 in Plat Book 33 at Page 34 of the Pitkin County records; and Lot 3, Stillwater Ranch Parcels, according to the First Amended Plat thereof recorded December 2, 1993 in Plat Book 33 at Page 34 of the Pitkin County records. The two acres allowed under 95CW322 is within this irrigated area, and the remaining irrigation is allowed under the decree and plan for augmentation decreed in Case Nos. 05CW189 and 05CW190. Applicant owns the land upon which any new diversion or storage structure, or modification to any existing diversion storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. (11 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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.

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 AUGUST 2011. 11CW119 1. Name, address, telephone number(s) (residence and business) of applicant(s): Sleeping Lion Ranch, LLC, 273 Ridge Road, Grosse Point, Michigan, 48236, Tel: 586-746-2099; Mobile: 586-484-2122. Send all pleadings and future correspondence to: Wayne F. Forman, Esq.. Brownstein Hyatt Farber Schreck LLP, 410 Seventeenth Street, 22nd Floor, , CO 80202, Tel: 303-223- 1100, E-mail: [email protected]. Concerning the Application for Water Rights of Sleeping Lion Ranch, LLC in Routt and Eagle Counties, Application for Findings of Reasonable Diligence. 2. Name of structures: (well, spring, ditch, reservoir): Edward W. Harper & Sons Reservoir Use Enlargement and Refill Right; Egeria Reservoir Use Enlargement and Refill Right; Appropriative Right of Exchange: Storage of Imported Water in Egeria Reservoir; Appropriative Right of Exchange: Out-of-Priority Storage in Harper Reservoir. 3. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. The conditional storage rights described in paragraphs 5(B)(2) and 5(B)(4) of the decree in Case No. 03CW159 (the "Decree"), are as follows: 1. Edward W. Harper & Sons Reservoir Use Enlargement and Refill Right, described at Paragraph 5(B)(2) of the Decree, as follows: a) Original Decree: Decreed by the District Court in and for the County of Eagle, Case No. 1123 on February 7, 1956, with an appropriation date of July 12,1947, for 194.19 a.f. for irrigation purposes. b) Location: The initial point of the survey is located at a point whence the SW corner of Section 25, T. 1 N., R. 86 W. of the 6th P.M. bears South 11° 30' West 1,258 feet. c) Source: Egeria Creek, tributary to Rock Creek, tributary to the Colorado River and Imported Water as defined in paragraph 6, Decree. Sleeping Lion Ranch owns the entire right to store water under this conditional water right but owns only a portion of the Imported Water described in the Decree. d) Amount: 194.19 acre-feet. e) Appropriation Date: April 1, 2003. f) Use: municipal, domestic, irrigation, industrial, commercial piscatorial, recreational and augmentation of these uses, directly or by exchange. 2. Egeria Reservoir Use Enlargement and Refill Right, described at Paragraph 5(B)(4) of the Decree, as follows: a) Original Decree: Decreed by the District Court in and for the County of Eagle, Case No. 744 on November 15, 1920, with an appropriation date of October 18, 1902, for 107.3 a.f. for irrigation purposes. b) Location: S1/2 NW1/4 and the N1/2 of the SW1/4 of Section 29, T. 1 N., R. 85 W., of the 6th P.M. c) Source: Egeria Creek, tributary to Rock Creek, tributary to the Colorado River. d) Amount: 107.3 acre-feet. e) Appropriation Date: April 1, 2003. f)Use: municipal, domestic, irrigation, industrial, commercial piscatorial, recreational and augmentation of these uses, directly or by exchange. B. A portion of the conditional rights of appropriative exchange described in paragraphs 8(A) and 8(B) of the Decree, are as follows: 1. The right to store by exchange the Imported Water as described in paragraph 6 of the Decree in Egeria Reservoir described in paragraph 5(B)(4) of the Decree. The upstream terminus of the exchange is Egeria Reservoir, located in the S1/2NW1/4 and the N1/2 SW1/4 of Section 29, T. 1 N., R. 85 W., of the 6th P.M. The downstream terminus of the exchange is a point on Egeria Creek located in the SW1/4 SW1/4 of Section 20, T. 1 N., R. 85 W., of the 6th P.M. The rate of exchange is 35 c.f.s., conditional, with an April 1, 2003 appropriation date. Sleeping Lion Ranch owns the entire right to store water in Egeria Reservoir under this exchange but owns only a portion of the Imported Water described in the Decree. 2. The right to divert and store water out-of-priority by exchange in the Edward W. Harper & Sons Reservoir described paragraph 5(B)(2) of the Decree for all uses decreed to the reservoir to extinction, including the right to fill and refill said reservoir, and to deliver to the Egeria Creek/Colorado River System an equal amount of Imported Water. The rate of exchange is 35 c.f.s., conditional, with an April 1, 2003 priority date. 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: During the relevant diligence period, the Applicant was involved in a dispute regarding the rights to use the above- AUGUST 2011 RESUME WATER DIVISION 5 PAGE 4 described Harper and Egeria Reservoirs under the terms of the Decree. That multi-party dispute resulted in, among other things, a transfer to the Applicant of the rights under the Decree described in this Application. The Applicant expended in excess of $100,000 on legal fees and an additional $5,000 to $10,000 on engineering fees in resolving the dispute and obtaining title to the subject conditional water rights. Applicant is aware that its predecessors in these rights expended significant funds in the study and development of these rights. Since that time, the Applicant has expended at least an additional $10,000 to protect the subject rights and to investigate uses of the water rights both on and off the Applicant's ranch. In addition, the Applicant has, during the relevant diligence period, expended in excess of $200,000 on improvements to irrigation equipment and ditch structures on its Ranch related to the system of water rights of which the Harper and Egeria Reservoirs are a part. 5. If claim to make absolute: N/A. 6. Names(s) and address(es) of owner(s) of the 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 Applicant; U.S. Forest Service (with respect to the Dome Creek Ditch): Medicine Bow- Routt National Forests; Forest Supervisor's Office, 2468 Jackson Street, Laramie, WY 82070-6535; Yampa Ranger District, 300 Roselawn Ave., PO Box 7, Yampa, CO 80483. A copy of a map depicting the location of the structures is attached to the Application as Exhibit "A". (5 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011. 11CW122 PITKIN COUNTY. ROARING FORK RIVER. Mountain Queen, Inc. c/o Patrick, Miller & Kropf, P.C., Paul L. Noto, Esq. and Danielle M. Luber, Esq., 730 East Durant Ave., Suite 200, Aspen, CO 81611, (970) 920-1028. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE WATER RIGHT ABSOLUTE. First Claim: For Finding of Reasonable Diligence. Name of structure: Lewis Well No. 1, Well Permit No. 66036-F. Description of conditional water right: Date of original Decree: August 23, 2005. Case No. 03CW231.Court: District Court, Water Division No. 5. Decreed legal description: The well is located in the NW ¼, NE ¼ of Section 29, Township 10 South, Range 84 West of the 6th P.M., approximately 1,180 feet south of the north section line and 1,452 feet west of the east section line of said Section 29 (Pitkin County). A map of the Mountain Queen property location, on which the well is located, is Exhibit A, which is on file with the Court. Source: Roaring Fork River alluvium. Appropriation date: March 20, 2003. Amounts: 34 gallons per minute (“g.p.m.”) (0.076 cubic feet of water per second (“c.f.s.”)), absolute, for domestic use; and 34 g.p.m. (0.076 c.f.s.), conditional, for irrigation and to fill and re-fill the Mountain Queen Reservoir System when in priority. Uses: Domestic, irrigation and to fill and re-fill the Mountain Queen Reservoir System when in priority for subsequent aesthetic, recreational, piscatorial, irrigation, and augmentation purposes. Well Depth: Approximately 50 feet. An outline of work toward completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures is on file with the Court. 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: Applicant. Second Claim: to Make Water Right Absolute. Name of structure: Mountain Queen Reservoir System. Description of conditional water right: Date of original Decree: August 23, 2005. Case No. 03CW231. Court: District Court, Water Division No. 5. Decreed legal description of the reservoir dam: The reservoir system consists of closely interconnected small ponds, all of which are connected to a large pond (which is also part of the reservoir system). The centerline of the dam of the large pond is located in the SW 1/4 of the NE 1/4, of Section 29, Township 10 South, Range 84 West, of the Sixth P.M., at a point 1394 feet south of the north section line, and 1323 feet west of the east section line (Pitkin County). A map of the location of the reservoir system is Exhibit C, which is on file with the Court. Name and capacity of ditch(es) and well(s) used to fill reservoir: The Joseph Mautz Ditch No. 2 (as an irrigation control structure) and the Mountain Queen Enlargement of the Joseph Mautz Ditch No. 2, when in priority: The ditch has a capacity of at least 0.87 c.f.s. The headgate of the ditch is located at a point on the west bank of an unnamed tributary of the Roaring Fork River, whence the north Quarter Corner of Section 29, Township 10 South, Range 84 West of the 6th P.M. bears north 15º 21’ west, approximately 735 feet. Lewis Well No. 1, when in priority: The location of the well is described in above. Source: An unnamed tributary of the Roaring Fork River, via diversions through the structures described above, when in priority. Appropriation dates: February 24, 1988 for aesthetic, recreational and piscatorial uses; and December 27, 1983 for augmentation and irrigation uses. Amounts: 0.5 acre-feet, absolute, for aesthetic, recreational and piscatorial uses; and 2.94 acre-feet, conditional, for irrigation, aesthetic, recreational, piscatorial and augmentation uses. Uses: Irrigation, aesthetic, recreational, piscatorial and augmentation. Surface area of high water line: 0.624 acre. Maximum height of dam: Under 10 feet. Length of dam: Under 100 feet. Total capacity of reservoir: 3.44 acre-feet. Active capacity: 3.44 acre- feet. Dead storage: 0.0 acre-feet. An outline of work toward completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures is on file with the Court. Claim to make absolute: Date of water applied to beneficial use: September 1, 2005. Amount: 2.94 acre-feet. Uses: Aesthetic, recreational, piscatorial, irrigation, and augmentation. AUGUST 2011 RESUME WATER DIVISION 5 PAGE 5

Description of place of use where water is applied to beneficial use: The reservoir system location is described in paragraph 10.B above. Water from the pond is used to irrigate approximately 0.23 acre on Applicant’s property. A map of the irrigated acreage (which includes Applicant’s irrigation under Applicant’s interest in the Joseph Mautz Ditch No. 2 water right) is Exhibit C, which is on file with the Court. Applicant requests that in the event the Court does not confirm Applicant’s claim to make absolute listed above, the Court in the alternative confirm a finding of reasonable diligence for any amounts remaining conditional decreed to the Mountain Queen Reservoir for irrigation, aesthetic, recreational, piscatorial and augmentation uses. 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: Applicant. (12 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011. 11CW123 APPLICATION FOR FINDING OF REASONABLE DILIGENCE; GARFIELD 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: Naval Oil Shale Reserve (“NOSR”) Water System Pipeline 3. Description of conditional water rights: A. Case number of original decree: W-467 B. Date of original decree: 12/19/1991 C. Case number of latest diligence decree: 2004 CW 139 D. Date diligence decree entered: 8/18/2005 E. Location of point of diversion: NE/4 SE/4 NE/4, Section 29, Lot 1, T6S R94W, Sixth P.M., approximately 1,575 feet from the north section line and 200 feet from the east section line. UTM Zone 13 250369mE 4376162mN (NAD 83) F. Source: Colorado River G. Appropriation Date: 12/31/1983 H. Amount: 100 cfs, conditional I. Use: Municipal and industrial use related to the development and production of oil from shale on Naval Oil Shale Reserve #1. J. Place of Use: Within the boundaries of and within one mile of Naval Oil Shale Reserve 1 and Naval Oil Shale Reserve 3. 4. Detailed outline of what has been done toward completion of the appropriation and application of water to beneficial use as conditionally decreed: Colorado statutes define “the measure of reasonable diligence” as the “steady application of effort to complete the appropriation in a reasonably expedient and efficient manner under all the facts and circumstances.” 15 C.R.S. § 37-92- 301(4)(b)(1990). As the Colorado Supreme Court has stated, a reviewing court must consider “the totality of the circumstances in determining whether ‘the appropriator intends to put the water to beneficial use and has taken concrete steps to finalize the appropriation.’” Dallas Creek Water Company v. Huey, 933 P.2d 27, 36 (Colo. 1997) (en banc) (quoting Public Service Company v. Blue River, 829 P 2d. 1276, 1280 (Colo. 1992)). The United States’ conditional water right for the NOSR Water System Pipeline is unique. The water is necessary to produce petroleum from the NOSR if that petroleum is deemed necessary to fulfill our national defense needs. Petroleum may only be produced “whenever and to the extent that the Secretary [of the Navy], with the approval of the President, finds such production is needed for national defense purposes and the production is authorized by a joint resolution of Congress.” 10 U.S.C. § 7422(b)(2). Fortunately, to date, the need has not arisen for the United States to produce oil from the shale on NOSR-1 or NOSR-3. However, the ability to produce oil from the reserves remains vital to our national defense strategy. The United States Congress transferred administration of the Naval Oil Shale Reserves 1 and 3, totaling 55,354 acres, to the U.S. Department of Interior and its Bureau of Land Management in 1997. (Public Law 105-85). In the transfer legislation, Congress directed the BLM to “enter into leases with one or more private entities for the purpose of exploration for, and development and production of petroleum (other than in the form of oil shale) located on or in public domain lands in [Naval] Oil Shale Reserves Numbered 1 and 3 . . . .” Since the passage of this legislation and the last diligence decree, BLM completed a comprehensive land use plan in 2008 that allows oil and gas leasing while protecting the extensive oil shale deposits underlying the reserves for future development in support of our national defense objectives. One of the prerequisites for production from these extensive oil shale deposits is development of an economically feasible means of extracting oil from shale. Several companies have expressed interest in leasing BLM lands for small-scale research and development projects in an attempt to find economically feasible extraction methods. Pursuant to the Mineral Leasing Act, 30 U.S.C. § 181 et seq., in November 2008 the BLM released a Record of Decision regarding “Proposed Oil Shale and Tar Sands Resource Management Plan Amendments to Address Land Use Allocations in Colorado, Utah, and Wyoming and Final Programmatic Environmental Impact Statement.” Under this land use plan amendment, small tracts of BLM lands in Colorado are made available for oil shale research and development, including tracts of lands located within Naval Oil Shale Reserves 1 and 3. In addition, the United States maintains water storage tanks within the Reserves so that water is immediately available in the event of shale fire or range fire that threatens infrastructure or oil shale deposits. The activities outlined above demonstrate that the United States has taken steps to finalize its appropriation in the event development of the oil shale deposits contained in the reserves is necessary to meet our AUGUST 2011 RESUME WATER DIVISION 5 PAGE 6 national defense needs. As prescribed by the U.S. Congress, the United States will put the water rights to beneficial use when the President and Congress, as described above, find that the production of petroleum from shale is necessary. 5. 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. (6 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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.

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 AUGUST 2011. 11CW124 EAGLE COUNTY – East Lake Creek, Tributary to Eagle River, Tributary to Colorado River. APPLICATION TO MAKE ABSOLUTE, TO CONFIRM COMPLETION OF CHANGE IN PLACE OF USE, AND TO AMEND AUGMENTATION PLAN. Applicant Information: The Georgina L. Hartland Trust u/a dated January 23, 1996, as amended, 2374 Lake Creek Road, Edwards, CO 81632, c/o Robert M. Noone, Esq., The Noone Law Firm, P.C., P.O. Drawer 39, Glenwood Springs, CO 81602. Claim to make absolute: Structures: Hartland Pond 1, Hartland Pond 2, Hartland Pond 3. Original Decree for Structures: Case No. 2004CW16, W.D. 5, August 29, 2009. Conditional Rights Descriptions: Hartland Pond 1: Location: Dam axis centerline is in the SE1/4,NE1/4 of Sec. 18, T5S, R82W, 6th P.M. 1,880 ft. S. of the N. sec. line and 90 ft. W. of the E. sec. line. Source: East Lake Crk. via Bert Siddel Ditch, trib. to the Eagle R., trib. to the Colo. R. Appr. Date: November 24, 2003. Amount: 0.75 a.f., conditional. Hartland Pond 2: Location: Dam axis centerline is in the SE1/4,NE1/4 of Sec. 18, T5S, R82W, 6th P.M. 1,880 ft. S. of the N. sec. line and 160 ft. W. of the E. sec. line. Source: East Lake Crk. via Bert Siddel Ditch, trib. to the Eagle R., trib. to the Colo. R. Appr. Date: November 24, 2003. Amount: 0.03 a.f., conditional. Hartland Pond 3: Location: Dam axis centerline is in the NE1/4,NE1/4 of Sec. 18, T5S, R82W, 6th P.M. 1,010 ft. S. of the N. sec. line and 240 ft. W. of the E. sec. line. Source: East Lake Crk. via Bert Siddel Ditch, trib. to the Eagle R., trib. to the Colo. R. Appr. Date: November 24, 2003. Amount: 3.5 a.f., conditional. Uses - All Structures: Irrigation, fire protection, aesthetics, recreation, piscatorial and augmentation purposes, along with the right to fill and refill the Hartland Ponds whenever water is available in priority or at times when any out-of-priority depletions are offset through the augmentation plan decreed in Case No. 2004CW16, as to be amended through this Application, and to flow up to 0.496 c.f.s. through said Hartland Ponds. Outline of Diligent Effort to Complete Appropriation - All Structures: Applicant has filled, refilled and flowed water through the Hartland Ponds in priority at the rate of 0.496 c.f.s., has used the subject water rights for the irrigation of 2 acres in the SE1/4,NE1/4 of Sec. 18, T5S, R82W, 6th P.M., has stored and used water for fire protection, aesthetics, recreation and piscatorial uses, and has installed a low level outlet pipe which can be administered by the Div. of Water Res. in accordance with the augmentation plan decreed in Case No. 2004CW16, as to be amended through this Application. Confirmation of Completion of Change in Place of Use: Structure: Bert Siddel Ditch. Change Decreed: Case No. 2004CW16 decreed a change in place of use of Applicant’s 0.0496 c.f.s. ownership interest in the Bert Siddel Ditch priorities from historical irrigation of 2 acres on Applicant’s property in the NE1/4 of Sec. 18, T5S, R82W, 6th P.M. to irrigation of a new, corresponding 2 acre parcel south of the historically irrigated parcel. The historically irrigated parcel has been removed from irrigation in lieu of irrigation of the new, corresponding 2 acre parcel. 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: Applicant. Amendment of Augmentation Plan: Description of Current Augmentation Plan: To permit out-of-priority depletions resulting from surface evaporation from the Hartland Ponds in the amount of up to 2.866 a.f. annually, the Decree in Case No. 2004CW16 authorizes Applicant, as directed by the Div. 5 Engineer, to either cease the delivery of water from the Bert Siddel Ditch into the Hartland Ponds or release water from the Hartland Ponds in an amount equal to the out-of-priority evaporation losses from the Hartland Ponds to augment calls on either Lake Crk. or the Eagle R. Applicant is further authorized to augment calls on the Colo. R. through 2.9 a.f. of water from Wolford Mountain Reservoir and Ruedi Reservoir obtained through Colorado River Water Conservation District (“CRWCD”) Contract No. CW05008. Description of Proposed Amendment to Augmentation Plan: Applicant seeks to divert to and store water in the Hartland Ponds at a rate of up to 0.496 c.f.s. when the Hartland Ponds would not otherwise be in priority through newly acquired CRWCD Contract No. CW05009 for 1.1 a.f. of Eagle R. supply, and now reduced through right of exchange CRWCD Contract No. CW05008 for 1.8 a.f. of Colo. R. water, so long as Applicant causes to be released augmentation supplies above a senior calling right on East Lake Crk., Lake Creek, Eagle R., and Colo. R. in an amount required to offset out-of-priority evaporative losses from the Hartland Ponds, as directed by the Div. 5 Engineer. Applicant may alternatively prevent injury by curtailing the delivery of water from the Bert Siddel Ditch into the Hartland Ponds, or by making releases from the Hartland Ponds in an amount equal to the out-of-priority evaporation losses. (10 pages, 9 Ex.) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011 RESUME WATER DIVISION 5 PAGE 7 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 AUGUST 2011. 11CW125 1. Name, Mailing Address and Telephone Number of Applicant: Flattops Water Company, LLC, c/o Kirk Shiner, DVM, 7900 Routt County Road 3 Toponas, CO 80479. Telephone: 970-545-3390. Send all pleadings and future correspondence to: Steven O. Sims and John A. Helfrich, 410 17th Street, Suite 2200, Denver, CO 80202. Telephone 303-223-1100. Fax 303-223-0920. E-mail [email protected] and [email protected]. In the Matter of the Application for Water Rights of Flattops Water Company, LLC in Routt County, Application for Findings of Reasonable Diligence and Change of Conditional Water Right to Correct Legal Description. 2. Name of Structures: (a) Holden Reservoir (i) Location: The outlet works are located in the SW¼NW¼ of Section 16, T1N, R84W of the 6th P.M.; 1,500 feet East of the West section line and 2,400 feet South of the North section line. See Figure 1 attached to the Application. (ii) Source: Wohler Gulch, tributary to Egeria Creek, tributary to Rock Creek, tributary to the Colorado River, and the Imported Water defined in paragraph 6 of the decree in case no. 03CW159. (iii) Appropriation Date: April 1, 2003. (iv)Amount: 150 acre feet, conditional for municipal and other uses described at (vi) below. Of the same 150 acre-feet, 100 acre-feet is conditional for irrigation uses on land described in paragraph 6(C) of the decree in case no. 03CW159. (v) Depth: maximum depth, 10.7 feet; mean depth, 4.6 feet. (vi) Uses: Municipal, domestic, irrigation, industrial, commercial and augmentation of these uses, directly or by exchange together with the right to continuously fill and refill whenever water is available in priority, or when water is stored in said reservoir by exchange as provided herein. (vii) Original Decree: District Court in and for Water Division No. 5, Case No. 03CW159, August 26, 2005, for the conditional uses. (b) Kelly Reservoir No. 1 Use Enlargement and Refill Right (i) Location: NW¼ of Section 18, T1N, R84W of the 6th P.M.; 1,500 feet East of the West section line and 1,800 feet South of the North section line. See Figure 1 attached to the Application. (ii) Source: Wohler Gulch, tributary to Egeria Creek, tributary to Rock Creek, tributary to the Colorado River, and the Imported Water defined in paragraph 6 of the decree in case no. 03CW159. (iii) Appropriation Date: April 1, 2003. (iv) Amount: 291.68 acre feet, conditional. (v) Depth: maximum depth, 23.4 feet; mean depth, 7.0 feet. (vi) Uses: Municipal, domestic, irrigation, industrial, commercial, piscatorial, recreational and augmentation of these uses, directly or by exchange. (vii) Original Decree: District Court in and for Water Division No. 5, Case No. 03CW159, August 26, 2005, for the conditional uses. (c) Roberta Reservoir Use Enlargement and Refill Right (i) Location: Whence the N¼ of Section 24, T1N, R85W of the 6th P.M., bears North 9 degrees 15 minutes, East 1,147.6 feet (2,300 feet East of the West section line and 1,100 feet South of the North Section line). See Figure 1 attached to Application. (ii)Source: Egeria Creek, tributary to Rock Creek, tributary to the Colorado River, and the Imported Water defined in paragraph 6 of the decree in case no. 03CW159. (iii) Appropriation Date: April 1, 2003. (iv) Amount: 49.58 acre feet, conditional. (v) Depth: maximum depth, 10.2; mean depth, 3.7 feet. (vi) Uses: Municipal, domestic, irrigation, industrial, commercial, piscatorial, recreational and augmentation of these uses, directly or by exchange. (vii) Original Decree: District Court in and for Water Division No. 5, Case No. 03CW159, August 26, 2005, for the conditional uses. 3. Conditional Exchanges: (a) The right to divert and store water out-of-priority by exchange in Holden Reservoir, Kelly Reservoir No. 1 and Roberta Reservoir for all uses decreed to those reservoirs to extinction, including the right to fill and refill said reservoirs, as described in paragraph 8(B) and paragraph 11 (as applicable) of 03CW159. (b) Appropriation Date: April 1, 2003 for the 8(B) exchanges, the appropriation date of the exchange of Green Mountain exchanges are as follows: Kelly Reservoir, December 12, 1962; and Roberta Reservoir, August 1, 1935. (c) Rate of exchange: 35 c.f.s., conditional. (i) Original Decree: District Court in and for Water Division No. 5, Case No. 03CW159, August 26, 2005. 4. 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 September 2005 and August 2011: (a) Flattops spent more than $100,000 for engineering studies by Resource Engineering, Inc. to perform reservoir capacity surveys of Kelly, Holden and Roberta Reservoirs and Wright Water Engineers to delineate wetlands and other waters of the United States in the areas around Roberta Reservoir and Kelly and Holden Reservoirs in Wohler Gulch. (b) Flattops paid for legal services to review the monthly resumes in Division 5 and 6 for applications that were inconsistent with Flattops water rights. (c) Flattops incurred additional engineering costs for studies performed by Wright Water Engineers to determine the amount and timing of Imported Water that it may use to store by exchange in Kelly, Holden and Roberta Reservoirs. (d) On or about March 9, 2009, Flattops entered a rescission agreement with the Upper Eagle Regional Water Authority (the "Authority) and the Eagle River Water and Sanitation District (the "District") to rescind the 2003 purchase agreement with the Authority and District in which Flattops conveyed certain rights subject of the 03CW159 decree . Flattops paid the Authority and District $5.5 million in 2011 according the to the terms of the rescission agreement for the water rights previously conveyed. Flattops incurred significant legal costs in the rescission agreement. 5. Name and Address of Owner of Land Upon Which Storage Structure Is or Will Be Constructed: All land is owned by the Applicant, Flattops Water Company, LLC; c/o Kirk Shiner, DVM; 7900 Routt County Road 3; Toponas, CO 80479. 6. Change of Conditional Water Right to Correct Legal Description: (a) Holden Reservoir (i) Correct Legal Description: The outlet works are located in the SW¼NW¼ of Section 16, T1N, R84W of the 6th P.M., 1,500 feet AUGUST 2011 RESUME WATER DIVISION 5 PAGE 8

East of the West section line and 2,400 feet South of the North section line. (ii) Error in Decree in Case No. 03CW159: The outlet works for Holden Reservoir was misdescribed in the original decree in Case No. 03CW159 as being located 1,500 feet West of the East section line and 2,400 feet West of the North section line. (iii) Request to Correct or Change Legal Description: Applicant requests the Court to correct or, if deemed necessary to change, the decreed legal description in Case No. 03CW159 to the correct location described above. The outlet works have always existed at the described location and the requested relief will not change the source of water or use of the conditional right.(b) Kelly Reservoir No. 1 Use Enlargement and Refill Right (i) Correct Legal Description: The outlet works are located in the NW¼ of Section 18, T1N, R84W of the 6th P.M.; 1,500 feet East of the West section line and 1,800 feet South of the North section line. (ii) Error in Decree in Case No. 03CW159: The legal description for the outlet works for Kelly Reservoir No. 1 Use Enlargement and Refill Right did not include distances from section lines as is now required.(iii) Request to Correct or Change Legal Description: Applicant requests the Court to correct or, if deemed necessary to change, the decreed legal description in Case No. 03CW159 to the correct location described above. The outlet works have always existed at the described location and the requested relief will not change the source of water or use of the conditional right. (c) Roberta Reservoir Use Enlargement and Refill Right (i) Correct Legal Description: The outlet works are located whence the N¼ of Section 24, T1N, R85W of the 6th P.M., bears North 9 degrees 15 minutes, East 1,147.6 feet (2,300 feet East of the West section line and 1,100 feet South of the North Section line). (ii) Error in Decree in Case No. 03CW159: The legal description for the outlet works for Roberta Reservoir No. 1 Use Enlargement and Refill Right did not include distances from section lines as is now required. (iii) Request to Correct or Change Legal Description: Applicant requests the Court to correct or, if deemed necessary to change, the decreed legal description in Case No. 03CW159 to the correct location described above. The outlet works have always existed at the described location and the requested relief will not change the source of water or use of the conditional right. 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. Correcting the Decreed Legal Descriptions of Outlet Works of Holden Reservoir, Kelly Reservoir No. 1 and Roberta Reservoir as described above in section 6. 3. Granting such other relief as the Court deems just and proper. (8 pages) YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011. 05CW300 PITKIN COUNTY, COLORADO. AMENDED APPLICATION FOR SURFACE WATER RIGHT AND WATER STORAGE RIGHTS. 1. Name, address and telephone number of Applicant. City of Aspen, Colorado, c/o Dave Hornbacher, Utilities Director, 130 South Galena Street, Aspen, CO 81611, (970) 920-5110. Communications, including pleadings regarding this application should be directed to counsel for the applicant, Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202. 2. Amendment. The Application filed in the above-captioned case is hereby amended as set forth below. 3. Paragraphs 7.A and 7.B of the Application are amended to read as follows: A. Irrigation Uses. (1) Primary Irrigation Supply. The Aspen Reuse Water Diversion (shown on Figure 3 attached) will be used as a primary irrigation source to supply irrigation water for approximately 12.3 acres of landscaping along Highway 82 and Cemetery Lane, located in Secs. 2, 3, 11, and 12, Township 10 South and Sec. 34, Township 9 South, all in Range 85 W. of 6th P.M., as shown on Figure 1. (2) Supplemental Irrigation Supply. The Aspen Reuse Water Diversion may also be used to provide a supplemental irrigation supply to some or all of the properties shown on Table1 below. Table 1: Areas That May Be Irrigated by Aspen Reuse Water Diversion as a Supplemental Supply

Property Legal description No. acres *

Aspen Municipal Golf Course Fairways Located generally in Secs. 1, 2, 11, and 12, Township 131.8 and Rough 10 South., Range 85 West of the 6th P.M. in Pitkin County

Burlingame Property Open Space Sec. 2, Township 10 South., Range 85 West of 6th P.M. 20.9 in Pitkin County

Maroon Creek Club Golf Course Located generally in Secs. 2 and 11, Township 10 South, 80.1 AUGUST 2011 RESUME WATER DIVISION 5 PAGE 9

Range 85 West of 6th P.M. in Pitkin County

TOTAL SUPPLEMENTAL SUPPLY 232. ACREAGE 8 *The “number of acres” refers to the number of irrigable acres on the parcels identified. The Maroon Creek Club Golf Course is not owned by Applicant, and may receive supplemental water by contract with Applicant. B. Snowmaking. The Aspen Reuse Water Diversion may also be used to provide water by contract for supplemental snowmaking supplies to the Ski Area, which includes approximately 156 acres located in Sections 2 and 3, Township 10 South., Range 85 West of 6th P.M. in Pitkin County. 4. Paragraph 9 of the Application is amended to read as follows: 9. Name and address of the owner of land on which any structure is or will be located, upon which water is or will be used, or upon which water is or will be placed to beneficial use. The Aspen Consolidated Sanitation District is the owner of the wastewater treatment plant that is the site of the Aspen Reuse Water Diversion. Its address is 565 North Mill Street, Aspen, CO 81611. The Aspen Municipal Golf Course, Marolt/Thomas Open Space, and Bugsy Barnard Park are owed by Applicant. Portions of the Burlingame Village open space, the land to be irrigated on the Highway 82 Corridor, Highway 82 open space, and the Highway 82 Maroon Creek bridge landscaping, and the land on which the Maroon Creek Club golf course is located are also owned by the Applicant. The remaining portion of the Burlingame Village open space is owned by Burlingame Ranch Affordable Housing Association, c/o O’Callaghan Property Management, 42 Mining Stock Parkway, #105, Aspen, CO 81611. The remaining portion of the Highway 82 Corridor is owned by Colorado Department of Transportation, Headquarters Office, 4201 E Arkansas Ave, Denver CO 80222. The remaining portion of the Maroon Creek Club Golf Course is owned by Maroon Creek Limited Liability Company, 10 Club Circle, Aspen, CO 81611. Portions of Buttermilk Ski Area are owned by the , P.O. Box 1248, Aspen, CO 81612. Other portions are owned by the United States Forest Service, White River National Forest, P.O. Box 948, Glenwood Springs, CO 81602. 5. Paragraph 15.A is amended to provide that the amount of water claimed for the Aspen Reuse Pond is 19.32 acre-feet, conditional, with the right to fill and refill when in priority. 6. Paragraph 16 is amended to read as follows: 16. Proposed uses. The proposed uses are municipal uses, including irrigation, snowmaking, recreation, aesthetic, piscatorial, wildlife propagation, fire protection and augmentation, and to fill and refill the Aspen Reuse Pond for said purposes. A. Total number of acres proposed to be irrigated. Water stored in the Aspen Reuse Pond will be used directly, or stored for later release, as a primary or supplemental supply of water for irrigation of the lands identified in paragraph 7.A (also shown on Figure 1.) The total number of acres that may be irrigated on said lands is 245.1. B. Non-irrigation uses. The Aspen Reuse Pond will be also used for snowmaking, recreation, aesthetic, piscatorial, wildlife propagation, fire protection and augmentation. 7. Paragraph 17 is amended to read as follows: 17.Surface area. The surface area of the high water line is approximately 1.61 acres. 8. Paragraph 18 is amended to read as follows:18.Total capacity. The total capacity of the Aspen Reuse Pond is 19.32 acre-feet. 9. Paragraph 22 is amended to read as follows: 22.Names of Ponds. Marolt/Thomas Open Space Ponds 1, 2, 3 and 4 and Bugsy Barnard Park Ponds 1 and 2 and Ponds 5, 15, 17, 18a, 18b, 18c, Maroon Creek Wetlands Ponds Phase 1, Ponds A, B, and C, Maroon Creek Wetlands Ponds 1 (Inlet Pond), 2, 3, and 4 (Outfall Pond.) The ponds are all excavated ponds, and are filled from Castle Creek via the Holden-Marolt Ditch system described in paragraph 12.B. The legal descriptions, capacities and surface areas of the ponds are shown on Tables 2 and 3, and the locations are shown on Figure 2. 10. Paragraph 23 is deleted. 11.Paragraph 25 is amended to read as follows:25.Information regarding location and appropriation. Table 2 Name Amt. Claimed Surface Legal Description (acre-feet) to be area (all ponds located in Township 10 South, filled and refilled (acres) Range 85 West of the 6th P.M. in Pitkin in priority County, Colorado)

D Marolt/Thomas Open 5.00 a.f. absolute 0.50 acre Within the NW1/4 of the SW1/4 of Sec. 12. Space Pond 1 The center of the pond is approximately 275' east of the west section line and 1,860' north of the south section line.

A Marolt/Thomas Open 0.39 a.f. absolute 0.13 acre Within the SW1/4 of the SW1/4 of Sec. 12. Space Pond 2 The center of the pond is approximately 1,155' east of the west section line and 325' north of the south section line.

C Marolt/Thomas Open 0.32 a.f. absolute 0.08 acre Within the SW1/4 of the SW1/4 of Sec. 12. Space Pond 3 The center of the pond is approximately 1,070' east of the west section line and 1,310' north of the south section line. AUGUST 2011 RESUME WATER DIVISION 5 PAGE 10

B Marolt/Thomas Open 1.40 a.f. absolute 0.28 acre Within the SW1/4 of the SW1/4 of Sec. 12. Space Pond 4 The center of the pond is approximately 1,140' east of the west section line and 1,015' north of the south section line.

F Bugsy Barnard Park 0.01 a.f. absolute 0.02 acre Within the NE1/4 of the SW1/4 of Sec. 12. Pond 1 The center of the pond is approximately 1,475' east of the west section line and 2,510' north of the south section line.

G Bugsy Barnard Park 0.01 a.f. absolute 0.02 acre Within the NE1/4 of the SW1/4 of Sec. 12. Pond 2 The center of the pond is approximately 1,490' east of the west section line and 2,459' north of the south section line.

TOTAL 7.13 a.f. 1.03 acres Table 3 Name Amount claimedSurface AreaLegal Description (a.f.) (acres) all ponds located in T. 10 S. R. 85 W. of the 6th P.M. in Pitkin County, Colorado K Pond 15 0.66 0.22 SW1/4 NW1/4 of Section 12. Pond center: appx 980 feet east of the west section line and 1,365 feet south of the north section line L Pond 5 1.20 0.20 NE1/4 NE1/4 of Section 11. Pond center: appx. 65 feet west of the east section line and 1,010 feet south of the north section line. M Pond 18a 1.36 0.17 NW1/4 NE1/4 of Section 11. Pond center: appx. 1,420 feet west of the east section line and 1,010 feet south of the north section line N Pond 18b 0.16 0.08 NE1/4 NE1/4 of Section 11. Pond center: appx. 1,285 feet west of the east section line and 640 feet south of the north section line O Pond 18c 0.08 0.05 NE1/4 NE1/4 of Section 11. Pond center: appx. 1,165 feet west of the east section line and 465 feet south of the north section line P Pond 17 1.40 0.20 NE1/4 NE1/4 of Section 11. Pond center: appx. 720 feet west of the east section line and 415 feet south of the north section line S Maroon Creek Wetland 0.18 0.05 NW1/4 NE1/4 of Section 11. Pond center: Ponds Phase 1 Pond B appx. 2,115 feet west of the east section line and 160 feet south of the north section line T Maroon Creek Wetland 0.28 0.08 NW1/4 NE1/4 of Section 11. Pond center: Ponds Phase 1 Pond A appx. 2,170 feet west of the east section line and 295 feet south of the north section line U Maroon Creek Wetland 0.02 0.01 NW1/4 NE1/4 of Section 11. Pond center: Ponds Phase 1 Pond C appx. 2,110 feet west of the east section line and 315 feet south of the north section line V Maroon Creek 0.14 0.07 NW1/4 NE1/4 of Section 11. Pond center: Wetlands Pond 4 appx. 2,220 feet west of the east section line (Outfall Pond) and 440 feet south of the north section line W Maroon Creek 0.14 0.07 NW1/4 NE1/4 of Section 11. Pond center: Wetlands Pond 3 appx. 2,185 feet west of the east section line and 555 feet south of the north section line X Maroon Creek 0.06 0.03 NW1/4 NE1/4 of Section 11. Pond center: Wetlands Pond 2 appx. 2,240 feet west of the east section line and 600 feet south of the north section line AUGUST 2011 RESUME WATER DIVISION 5 PAGE 11

Y Maroon Creek 0.3 0.05 NW1/4 NE1/4 of Section 11. Pond center: Wetlands Pond 1 (Inlet appx. 2,290 feet west of the east section line Pond/Diversion Pond) and 790 feet south of the north section line TOTAL 5.98 1.28 B.How appropriation was initiated: construction of ponds and use of water for irrigation, recreation, aesthetic, piscatorial and wildlife propagation purposes, and fire protection. C. Date of Appropriation and date water applied to beneficial use: (1) Ponds Described in Table 2: The ponds described on Table 2 have been constructed and the water has been placed to beneficial use. The date of appropriation is December 30, 2005, the date on which this application was filed (2) Ponds Described in Table 3: The ponds described on Table 3 have been constructed and the water has been placed to beneficial use. The date of appropriation is December 30, 2005, the date on which this application was filed. 12. Paragraph 26 is amended to read as follows: 26. Uses. A. Ponds Described in Table 2: Municipal uses, including irrigation, recreation, aesthetic, piscatorial, wildlife propagation, and fire protection. B. Ponds Described in Table 3: Municipal uses, including irrigation, recreation, aesthetic, piscatorial, wildlife propagation, and fire protection. In addition, the ponds described as “Maroon Creek Wetlands Ponds” will be used for wetland maintenance. C.Total number of acres proposed to be irrigated and location. Ponds Described in Table 2: 55.66 acres, including 54.1 acres at the Marolt/Thomas Open Space, and 1.56 acres at the Bugsy Barnard Park. 13. Paragraph 27 is amended to read as follows: 27.Place of use.A.Ponds Described in Table 2: Water stored in the Marolt/Thomas Open Space Ponds 1 - 4 is used, together with the Aspen Reuse Water Diversion and the Aspen Reuse Pond, for irrigation of the Marolt/Thomas Open Space, which includes approximately 54.1 irrigated acres. The Marolt/Thomas Open Space is located in Sections 2, 11, 12 and 13, Township 10 South, Range 85 West of the 6th P.M., in Pitkin County, as shown on Figure 2. Water stored in the Bugsy Barnard Park Ponds 1 and 2 is used, for irrigation of Bugsy Barnard Park, which includes approximately 1.56 irrigated acres. Non-irrigation uses of the water rights decreed herein for the ponds will also take place on the Marolt/Thomas Open Space and the Bugsy Barnard Park. The Bugsy Barnard Park is located adjacent to the Aspen Municipal Golf Course in the NW1/4 of the NE1/4 of the SW1/4 of Sec. 12, Township 10 South, Range 85 West of the 6th P.M. in Pitkin County, as shown on Figure 2.B. Ponds Described on Table 3: These ponds are not used for irrigation purposes. The water remains in the ponds for the uses described in paragraph 26(B). 14.Paragraph 29 is amended to read as follows:29.Remarks. The ponds described in Tables 2 and 3 will be filled and refilled when in priority. Out of priority evaporation from the ponds will be augmented as provided in the augmentation plan filed in Case No. 2006CW54. (8 pages, plus 3 Figures). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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 AUGUST 2011. 06CW54 PITKIN COUNTY, COLORADO. AMENDED APPLICATION FOR PLAN FOR AUGMENTATION, INCLUDING EXCHANGE 1) Name, address and telephone number of Applicant. City of Aspen, Colorado, c/o Dave Hornbacher, Utilities Director, 130 South Galena Street, Aspen, CO 81611, (970) 920-5110. Communications, including pleadings regarding this application should be directed to counsel for the applicant, Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202. 2) Nature of Amendment. Applicant has determined that its initial Application for Change of Water Rights and Plan for Augmentation requires amendment to simplify the overall plan, while still providing reliable augmentation to downstream calling Colorado River water rights, and curtailment or local augmentation in response to calls from water rights upstream of the confluence of the Roaring Fork and Fryingpan Rivers. Applicant has determined that it wishes to withdraw the change of water rights claims contained in the original application for augmentation purposes, and to add an alternate augmentation source to this plan. In addition, some of the ponds to be augmented under the original application have been relocated or were located differently from the locations identified in the original application, and some existing ponds were inadvertently excluded. This amendment will provide the correct locations of structures to be augmented. Finally, the areas to be irrigated by the Aspen Reuse Diversion have been reduced. 3) Structures to be Augmented. 3.1 Ponds. The existing ponds to be augmented pursuant to this amended plan for augmentation are described below, and summarized in Table 1 attached. The locations of such existing ponds are shown on Figure 2 attached. The ponds, other than the Aspen Reuse Pond, are currently from Castle Creek via the Holden-Marolt Ditch system. The Aspen Reuse Pond is filled by pipeline from the Aspen Reuse Water Diversion, described in Section 3.3. 3.1.1 Ponds Originally Included in Case No. 2005CW300. The original and amended application in Case No. 2005CW300 seeks junior storage rights for the ponds described in sections 3.1.1.1 and 3.1.1.2 below. More accurate measurements of the capacities and surface areas of the ponds applied for in Case No. 2005CW300 were obtained after that application was filed, and the amended application in Case No. 2005CW300 reflects such corrected capacities and surface areas. The volumes and surface areas described for such ponds in this amended application are those shown in the amended application in Case No. 2005CW300. AUGUST 2011 RESUME WATER DIVISION 5 PAGE 12

3.1.1.1 Aspen Reuse Pond (a/k/a Pond 14). The Aspen Reuse Pond is an off-channel excavated pond located within the NW1/4 of the SW1/4 of Section 12, Township 10 South, Range 85 West of the 6th P.M. The center of the pond is approximately 865 feet east of the west section line and 2,610 feet north of the south section line. The capacity is 19.32 acre-feet, and measured surface area is 1.61 acres, as shown on Table 1. 3.1.1.2. Marolt/ Thomas Open Space Ponds 1, 2, 3, and 4 and Bugsy Barnard Park Ponds 1 and 2: These ponds are located as follows: Legal Description Map Pond th Common Name all ponds are located in Section 12, T.10 S. R. 85 W. of 6 P.M. in ID Pitkin County, Colorado Marolt-Thomas Open Space NW1/4SW1/4, Sec. 12. Pond center: appx. 275’ E.of the west D Pond 1 section line and 1,860’ N. of the south section line Marolt-Thomas Open Space SW1/4SW1/4, Sec. 12. Pond center: appx. 1,155’ E.of the west A Pond 2 section line and 325’ N. of the south section line Marolt-Thomas Open Space SW1/4SW1/4, Sec. 12. Pond center: appx. 1,070’ E.of the west C Pond 3 section line and 1,310’ N. of the south section line Marolt-Thomas Open Space SW1/4SW1/4, Sec. 12. Pond center: appx. 1,140’ E.of the west B Pond 4 section line and 1,015’ N. of the south section line NE1/4SW1/4, Sec. 12. Pond center: appx. 1,475’ E.of the west F Bugsy Barnard Park Pond 1 section line and 2,510’ N. of the south section line NE1/4SW1/4, Sec. 12. Pond center: appx. 1,490’ E.of the west G Bugsy Barnard Park Pond 2 section line and 2,459’ N. of the south section line The capacities and surface areas of these ponds are shown on Table 1. The total capacity of all of the ponds described in this section 3.1.1.2 is 7.13 acre-feet, and the total surface area for all of the ponds is 1.03 acres. 3.1.2 Ponds Included in Amended Application in Case No. 2005CW300. A number of small existing ponds were not included in the original application in Case No. 2005CW300, but have been included in the amended application in that case. Those ponds are located as follows: Map Pond Legal Description - all ponds located in T. 10 S. R. 85 W. of the 6th Common Name ID P.M. in Pitkin County, Colorado SW1/4 NW1/4 of Section 12. Pond center: appx 980 feet east of the K Pond 15 west section line and 1,365 feet south of the north section line NE1/4 NE1/4 of Section 11. Pond center: appx. 65 feet west of the L Pond 5 east section line and 1,010 feet south of the north section line. NW1/4 NE1/4 of Section 11. Pond center: appx. 1,420 feet west of M Pond 18a the east section line and 1,010 feet south of the north section line NE1/4 NE1/4 of Section 11. Pond center: appx. 1,285 feet west of the N Pond 18b east section line and 640 feet south of the north section line NE1/4 NE1/4 of Section 11. Pond center: appx. 1,165 feet west of the O Pond 18c east section line and 465 feet south of the north section line NE1/4 NE1/4 of Section 11. Pond center: appx. 720 feet west of the P Pond 17 east section line and 415 feet south of the north section line Maroon Creek Wetland NW1/4 NE1/4 of Section 11. Pond center: appx. 2,115 feet west of the S Ponds Phase 1 Pond B east section line and 160 feet south of the north section line Maroon Creek Wetland NW1/4 NE1/4 of Section 11. Pond center: appx. 2,170 feet west of T Ponds Phase 1 Pond A the east section line and 295 feet south of the north section line Maroon Creek Wetland NW1/4 NE1/4 of Section 11. Pond center: appx. 2,110 feet west of the U Ponds Phase 1 Pond C east section line and 315 feet south of the north section line Maroon Creek Wetlands NW1/4 NE1/4 of Section 11. Pond center: appx. 2,220 feet west of the V Pond 4 (Outfall Pond) east section line and 440 feet south of the north section line Maroon Creek Wetlands NW1/4 NE1/4 of Section 11. Pond center: appx. 2,185 feet west of the W Pond 3 east section line and 555 feet south of the north section line AUGUST 2011 RESUME WATER DIVISION 5 PAGE 13

Maroon Creek Wetlands NW1/4 NE1/4 of Section 11. Pond center: appx. 2,240 feet west of X Pond 2 the east section line and 600 feet south of the north section line Maroon Creek Wetlands NW1/4 NE1/4 of Section 11. Pond center: appx. 2,290 feet west of Y Pond 1 (Inlet the east section line and 790 feet south of the north section line Pond/Diversion Pond) The capacities and surface areas of these ponds are shown on Table 1. The total capacity of all of the ponds described in this section 3.1.2 is 5.98 acre-feet, and the total surface area for all of the ponds is 1.28 acres. 3.1.3 Existing Golf Course Ponds Decreed in Case No. W-3299. Aspen Golf Course Ponds Nos. 1 - 16 were decreed in Case No. W-3299, District Court, Water Division No. 5, on August 28, 1980. Five of these ponds are existing ponds, and the decreed locations are as follows: Map Pond Legal Description - all ponds located in T. 10 S. R. 85 W. of the 6th Common Name ID P.M. in Pitkin County, Colorado Aspen Golf Course Pond Center located at a point 2,030 ft. S. of N. Sec. line and 230 ft. E. of W. H #4 Sec. line, Sec.12. Aspen Golf Course Pond Center located at a point 1,620 ft. S. of N. Sec. line and 100 ft. E. of W. I #7 Sec. line, Sec. 12. Aspen Golf Course Pond Center located at a point 1,670 ft. S. of N. Sec. line and 200 ft. W. of E. J #9 Sec. line, Sec. 11. Aspen Golf Course Pond Center located at a point 100 ft. S. of N. Sec. line and 220 ft. W. of E. Q #12 Sec. line, Sec. 11. Aspen Golf Course Pond Center located at a point 340 ft. N. of S. Sec. line and 770 ft. W. of E. R #16 Sec. line, Sec. 2. The capacities and surface areas of these ponds are shown on Table 1. For purposes of this plan for augmentation, the total capacity of all of the ponds described in this section 3.1.3 is 2.86 acre-feet, and the total surface area for all of the ponds is 0.71 acre. 3.1.4. Additional or Relocated Ponds. The original application in this case provided for augmentation of evaporation from pond surfaces totaling 8.2 acres, an area greater than the area of the ponds in this amended application, including existing ponds and the remaining Golf Course Ponds decreed in Case No. W-3299. The total combined surface area of the Aspen Reuse Pond, the existing Golf Course Ponds (decreed in Case No. W-3299), and all of the ponds applied for in Case No. 05CW300, as amended, is 4.63 acres. The remaining Golf Course Ponds as decreed in Case No. W-3299 have a total surface area 2.27 acres. Applicant seeks a decree in this case authorizing augmentation of evaporation from decreed ponds (including reconstruction of ponds decreed in Case No. W-3299 but not presently existing), and relocation, reconstruction and re-sizing of existing ponds, provided that all ponds remain located within Sections 2, 11 and 12, Township 10 South, Range 85 West of the 6th P.M. within the area outlined on Figure 2, and have a surface area that does not exceed 8.2 acres. 3.2 Aspen Reuse Water Diversion (Applied for in Case No. 05CW300). 3.2.1 Location. The Aspen Reuse Water Diversion is located at the Aspen Consolidated Sanitation District (“ACSD”) point of discharge on the left bank of the Roaring Fork River within the NE 1/4 of the SE 1/4 of Section 34, Township 9 South, Range 85 West of the 6th P.M., at a point approximately 205 feet west of the East section line and 2,040 feet north of the south section line, in Pitkin County, Colorado, as shown on the map attached as Figure 3. 3.2.2 Source. The source of water for the Aspen Reuse Water Diversion is treated municipal effluent from the ACSD wastewater treatment plant, which effluent originates from Castle Creek, Maroon Creek, and/or the Roaring Fork River. 3.2.3 Amount. 3.0 cfs, conditional. 3.2.4.Use. Municipal, including irrigation, snowmaking, recreation, aesthetic, piscatorial, wildlife propagation, fire protection, augmentation, and to fill and refill the Aspen Reuse Pond for such purposes. 4) Water Rights to be used for Augmentation 4.1 Aspen Reuse Pond, applied for in Case No. 2005CW300, and described in section 3.2.1 above. This pond will be used to augment evaporation depletions in the event of a call on Castle Creek upstream of the confluence of the Roaring Fork and Fryingpan Rivers, as described herein. 4.2 CRWCD Contract. Pursuant to Applicant=s requested Water Supply Contract with the Colorado River Water Conservation District (“CRWCD”), the CRWCD Contract will be used to augment evaporation of the ponds described in paragraph 3.1 above and the Aspen Reuse Water Diversion described in paragraph 3.2 above. The water rights provided for augmentation are described and identified by the CRWCD as follows: I. Colorado River Supply Sources. A. Wolford Mountain Reservoir. The River District owns and operates Wolford Mountain Reservoir (f/k/a Gunsight Pass Reservoir) which has the following water rights. (1) 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 S. 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, and the full amount was made absolute for all purposes by decree entered in Water Court Case No. 2CW107. 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 River District for all uses, including uses in the Middle Park area; AUGUST 2011 RESUME WATER DIVISION 5 PAGE 14 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. (2) 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 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. 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. (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 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 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). 87CW283: The reservoir will be used to satisfy the requirements of the Windy Gap Settlement made with the Municipal Subdistrict of the Northern Colorado Water Conservancy District. This will involve all uses, including but not limited to domestic, municipal, agricultural, and recreational uses. The reservoir will also be used to meet the water requirements of the inhabitants of the River District for all uses, including uses in the Middle Park area. 95CW281: 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 Reservoir Project; such uses will be made directly or by substitution, augmentation, or exchange. Remarks: The Refill Right described herein will be exercised to provide supply for the Western Slope uses of water from Wolford Mountain Reservoir described above, including flood control, other operational purposes, and environmental mitigation and enhancement for the benefit of uses within the District. The Refill Right will not be used in conjunction with the Reservoir capacity (24,000 a.f.) which is allocated for the supply of water to the Denver Board of Water Commissioners under Applicant's contractual relationship with Denver, or the Reservoir capacity (6,000 AF) which is allocated for Colorado River endangered fish releases. B. 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 substitution for Wolford Mountain Reservoir water in appropriate circumstances where Ruedi water is physically equivalent to Wolford water. 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. 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. 82°10'W. a distance of 1,285 feet. Source: Fryingpan River. Previous storage decrees: 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.(b) 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 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. II. Eagle River Supply Sources. Eagle Park Reservoir Company owns and operates the Eagle Park Reservoir Project located in the headwaters of the Eagle River. The River District is a shareholder in the Reservoir Company and is entitled to yield from the Eagle Park Reservoir Project and exchange supplies provided by Aurora and Colorado Springs. The water delivered to or for the benefit of the River District's contractors as "Eagle River Supplies" will be based upon the following water rights. A. Eagle Park Reservoir. The River District's current supply consists of 2,000 shares of Class A, Series 2 stock in the Eagle Park Reservoir Company, which entitle the River District to the annual release and/or diversion of up to 200 acre feet from Eagle Park Reservoir B. Exchange Supply. Pursuant to a Memorandum of Understanding dated effective as of April 21, 1998 (the "MOU") among the City of Aurora, the City of Colorado Springs, the River District, Climax Molybdenum Company, Vail Associates, Inc., the Upper Eagle Regional Water Authority, and the Eagle River Water & Sanitation District; and the Water Exchange Agreement dated June 17, 1998 among Aurora, Colorado Springs, and the Eagle Park Reservoir Company, Aurora and Colorado Springs agreed to make up to 500 acre feet of water available for West Slope use from facilities owned and operated by Aurora and Colorado Springs in exchange for up to 800 acre feet of replacement water from the West Slope participants. The River District's 100 shares of Class B stock in the Eagle Park Reservoir Company entitle the River District to up to 100 acre feet per year of consumptive beneficial use water to be derived from fully consumable water annually diverted by and/or stored in certain structures owned and controlled by Aurora and Colorado Springs. 5) Statement of Plan for AUGUST 2011 RESUME WATER DIVISION 5 PAGE 15

Augmentation.5.1 Augmentation of Ponds. Applicant=s water rights consultants have calculated that total pond evaporation is equal to 21.12 acre-feet per year, based on a total pond surface area of 8.2 acres. (The surface area of 8.2 acres includes the surface area of the existing ponds as well as the surface area of additional ponds, as described in Section 3.1.2.). The ponds may be subject to senior water right calls from the Cameo water rights on the Colorado River and, infrequently, to calls upstream of the confluence of the Roaring Fork and Fryingpan Rivers. Applicant=s consultants have calculated that dry-year out of priority pond evaporation is 14.7 acre-feet. 5.1.1 Call Originating Downstream of the Confluence of Roaring Fork and Fryingpan Rivers. In the event of a call originating downstream of the confluence of the Roaring Fork and Fryingpan Rivers that would otherwise prevent Applicant from diverting water to fill and refill the ponds, Applicant will continue to divert water to fill and refill the ponds, and will utilize the contract water rights described in paragraph 4.2 to replace out of priority depletions caused by evaporation from the ponds during such downstream call.5.1.2. Call Originating Upstream of Confluence of Roaring Fork and Fryingpan Rivers. When a call originates from a water right located on the Roaring Fork River at or upstream of the confluence of the Roaring Fork and Fryingpan Rivers, out of priority evaporation by the ponds will be offset by releases from the Aspen Reuse Pond, which can release water directly to the Roaring Fork River. Applicant’s consultants have determined that a call originating on the Roaring Fork River upstream of the confluence of the Roaring Fork and Fryingpan Rivers is expected to occur infrequently, and that the 19.32 acre-foot capacity of the Aspen Reuse Pond is sufficient to augment evaporation depletions during such a call. If the call originates on Castle Creek, Applicant will not divert water rights that are called out by the Castle Creek. 5.2 Augmentation of Aspen Reuse Water Diversion. When in priority, the Aspen Reuse Water Diversion will deliver water from the ACSD final treatment structure, and deliver it via pipeline to the Aspen Reuse Pond. Water delivered to the Aspen Reuse Pond, may be delivered for irrigation, snowmaking, fire protection, and augmentation as herein provided. 5.2.1 Irrigation Use. 5.2.1.1 Primary Irrigation Supply. The Aspen Reuse Water Diversion will be used as a primary irrigation source to supply irrigation water for approximately 12.3 acres of landscaping along Highway 82 and Cemetery Lane, located in Secs. 2, 3, 1l, and 12, Township 10 South and Sec. 34, Township 9 South, all in Range 85 W. of 6th P.M., as shown on Figure 1. 5.2.2.2 Supplemental Irrigation Supply. The Aspen Reuse Water Diversion may also be used to provide a supplemental irrigation supply to some or all of the properties described in Table 2 below, and shown on Figure 1. Table 2 - Areas That May Be Irrigated by Aspen Reuse Water Diversion as a Supplemental Supply Property Legal description No. acres * Aspen Municipal Golf Course Fairways and Rough Located generally in Secs. 1, 2, 11, and 12, Township 10 131.8 South., Range 85 West of the 6th P.M. in Pitkin County Burlingame Property Open Space Sec. 2, Township 10 South, Range 85 West of 6th P.M. in Pitkin 20.9 County Maroon Creek Club Golf Course Located generally in Secs. 2 and 11, Township 10 South, Range 80.1 85 West of 6th P.M. in Pitkin County Total Suppl. Supply Acreage 232.8 The “number of acres” refers to the number of irrigable acres on the parcels identified. The Maroon Creek Club Golf Course is not owned by Applicant, and may receive supplemental water by contract with Applicant. 5.2.2. Snowmaking. The Aspen Reuse Water Diversion may also be used to provide water by contract for supplemental snowmaking supplies to the Buttermilk Ski Area, which includes approximately 156 acres located in Sections 2 and 3, Township 10 South, Range 85 West of 6th P.M. in Pitkin County.5.2.3 Augmentation of Out of Priority Depletions from Aspen Reuse Water Diversion. 5.2.3.1 Call Originating Downstream of the Confluence of Roaring Fork and Fryingpan Rivers. In the event of a call originating downstream of the confluence of the Roaring Fork and Fryingpan Rivers that would otherwise prevent Applicant from diverting water from the Aspen Reuse Water Diversion, Applicant will continue to divert water at the Aspen Reuse Water Diversion, and will utilize the contract water rights described in paragraph 4.2 by exchange to replace out of priority depletions during such downstream call, as described in section 6.5.2.3.2 Call Originating Upstream of the Confluence of Roaring Fork and Fryingpan Rivers. In the event of a call originating upstream of the confluence of the Roaring Fork and Fryingpan Rivers, Applicant will curtail diversions from the Aspen Reuse Diversion. 6. Exchange. 6.1 Name of exchange: Aspen Reuse Project Exchange. 6.2 Exchange Reach: Headgate of the Marolt Ditch (upstream terminus) and the confluence of the Roaring Fork and Fryingpan Rivers (downstream terminus). 6.3 Source of Water to be Exchanged: Water supplied pursuant to the Water Supply Contract as described in paragraph 4.2 above.6.4 Date of initiation of appropriation: May 26, 2009.6.4.1 How initiated. The appropriation was initiated by Applicant=s determination to revise its plan for augmentation to include water from a Water Supply Contract with the Colorado River Water Conservation District to provide augmentation to calls located downstream of the confluence of the Roaring Fork and Fryingpan Rivers. 6.4.2 Date water applied to beneficial use: Not applicable. 6.5 Rate of exchange: 3.0 cfs conditional, limited to the amount of Water Supply Contract water available to Applicant. 6.6 Use: Irrigation, snowmaking, recreation, aesthetic, piscatorial, wildlife propagation, fire protection, augmentation (including augmentation of pond evaporation), and to fill and refill the Aspen Reuse Pond for such purposes. 6.7 Operation of Exchange: When a call originates downstream of the confluence of the Roaring Fork and Fryingpan Rivers, Applicant will take delivery of contract water available to it from the Water Supply Contract. That water will be delivered to the confluence of the Fryingpan and Roaring Fork Rivers, and will be exchanged up the Roaring Fork River to the Aspen Reuse Water Diversion, and/or AUGUST 2011 RESUME WATER DIVISION 5 PAGE 16 up Castle Creek to the headgates of the Holden and Marolt Ditch System, and diverted at said headgates to offset evaporation from the ponds, thereby allowing continued diversions into the ponds notwithstanding the call. The exchange up the Roaring Fork River to the Aspen Reuse Water Diversion will not be operated if a call that originates upstream of the confluence of the Roaring Fork and Fryingpan Rivers will curtail out-of-priority diversions of the Aspen Reuse Water Diversion. The exchange up the Roaring Fork River and Castle Creek to the headgates of the Holden and Marolt Ditch system will not be operated in the event of a call on either Castle Creek or the Roaring Fork River upstream of its confluence with the Fryingpan River will curtail out-of-priority diversions to the ponds. Furthermore, the exchange will be operated only so long as there is a live stream between the “exchange from” and “exchange to” points, and only so long as water is available to Applicant under its Water Supply Contract. Applicant’s Water Supply Contract application seeks a contract for 30 acre-feet, but Applicant may contract for additional amounts, which will also be available for augmentation and exchange pursuant to the decree entered upon this Amended Application. 7. Names and addresses of owners of the land on which structures are located and on which water will be used. The Aspen Consolidated Sanitation District is the owner of the wastewater treatment plant that is the site of the Aspen Reuse Water Diversion. Its address is 565 North Mill Street, Aspen, CO 81611.The Aspen Municipal Golf Course, Marolt/Thomas Open Space, and Bugsy Barnard Park are owed by Applicant. Portions of the Burlingame Village open space, the land to be irrigated on the Highway 82 Corridor, Highway 82 open space, and the Highway 82 Maroon Creek bridge landscaping, and the land on which the Maroon Creek Club golf course is located are also owned by the Applicant. The remaining portion of the Burlingame Village open space is owned by Burlingame Ranch Affordable Housing Association, c/o O’Callaghan Property Management, 42 Mining Stock Parkway, #105, Aspen, CO 81611. The remaining portion of the Highway 82 Corridor is owned by Colorado Department of Transportation, Headquarters Office, 4201 E Arkansas Ave, Denver CO 80222. The remaining portion of the Maroon Creek Club Golf Course is owned by Maroon Creek Limited Liability Company, 10 Club Circle, Aspen, CO 81611. Portions of Buttermilk Ski Area are owned by the Aspen Skiing Company, P.O. Box 1248, Aspen, CO 81612. Other portions are owned by the United States Forest Service, White River National Forest, P.O. Box 948, Glenwood Springs, CO 81602. (20 pages, plus 1 Table and 3 Figures). YOU ARE HEREBY NOTIFIED THAT YOU HAVE until the last day of OCTOBER 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