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Background Supply Irrigating Ditch Company services approximately 8,500 acres of irrigated farm land in Boulder County, between Lyons and Mead. The Company diverts water from St. Vrain Creek, near Lyons, and delivers water through a 15 mile open channel ditch system. The Company also delivers water from Beaver Park Reservoir, located in Boulder County, near the continental divide. Beaver Park Reservoir is owned by the St. Vrain Reservoir and Fish Company, in which the Company owns a 51 % interest. The Company has an average annual diversion of 4,800 acre- feet, of which 800 is diverted from Beaver Park Reservoir. Knouth Reservoir (Reservoir) is located in Boulder County about 4 miles northwest of Longmont, and has not held water since the 1970s. Sometime during the 70s the Reservoir was filled on a trial basis to see how it would perform when full. It was determined that the Reservoir had an extensive seepage problem and was consequently drained due to safety concerns. Repairs to the Reservoir to address the seepage concerns were never completed and the Reservoir is currently under a zero fill restriction by the State Engineer's Office (SEO). In 2001, the Company investigated the potential rehabilitation and enlargement of the Reservoir. The proposed project involved raising the dam crest 10 feet to gauge height 30, adding toe drains, a clay liner, new outlet works, and a new 200 foot wide spillway. The proposed project would have increased the capacity of the Reservoir from 220 to 540 acre-feet. The Company, however, elected not to pursue the project based on the estimated $2,000,000 cost to complete the work. Given the long-term benefit of having an equalizer reservoir in its system, the Company elected to pursue the project again in 2003. One of the main concerns of the stockholders in 2001 was the extensive long-term debt associated with the project. To offset its long-term debt obligation, the Company proposed to sell 125 acre-feet of its Beaver Park Reservoir water, at an estimated value of $1,000,000. With a revised 2003 engineer's estimate of $2,163,000 to improve and enlarge the Reservoir, and an in-kind Company contribution in excess of $1,000,000, the CWCB approved a loan to the Company to construct the project in March of 2003. From 2003 to 2007, the Company was still not in agreement on the overall economic value of the project. The stockholders were not convinced that the overall benefit of the project outweighed the $4,000 per acre-foot to construct the project. In an attempt to better quantify the actual need of the Company, the Reservoir was filled again in 2007 under the observation of URS Engineering Consultants and the SEO. In addition to the findings associated with the fill analysis, the Company also investigated the need to enlarge the Reservoir. After further evaluation of the engineering and economic aspects of the Reservoir, the Company elected not to pursue raising the dam crest and developed a revised approach to address the seepage. Given the significant changes to the project scope, the Company elected to have its 2003 authorization de- authorized in November 2007, and requested a new CWCB loan in 2008. In March of 2008, the Company's modified reservoir rehabilitation project was presented to the CWCB for approval. The project now involved vegetation removal, reshaping of the dam face, selective placement of a clay liner, rip rap, and a new spillway. The estimated cost to complete these improvements was $995,000. In addition, the ownership of the Reservoir would be under a new corporation called the Knouth Reservoir Corporation (Corporation), The ownership of the