2012-02-28_REVISION - M1980244 (79)

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of such delivered water at the Altman Pump Station downstream on the West Fork of West Beaver Creek. 8. Modification of Delivery Schedule. As circumstances require, CC &V may request a modification of the delivery schedule submitted to Cripple Creek. Cripple Creek shall accept such modification and deliver water in accordance with the modified delivery schedule, provided Cripple Creek determines, in its reasonable judgment, that it has sufficient water supply to accommodate the modified delivery schedule, that the modified delivery schedule is operationally feasible and consistent with other operational needs, and that the modified delivery schedule does not result in the delivery of water in excess of the amount of the water available under this Agreement. 9. Amendment to Cripple Creek and Victor Agreement. The Parties acknowledge that certain provisions of the agreement between Cripple Creek and the City of Victor, dated February 17, 2004, as amended December 16, 2004, (the "Victor Agreement ") need to be amended to reflect the new location of Gillette Well No. 5, the "as built" specifications for the wells and their production rates, and the change of rates to be paid for water commensurate with the rates set forth in Paragraph 3B hereof, as well as potential changes in the terms of delivery under the Victor Agreement to mirror those contained herein. Such amendments, satisfactory to Cripple Creek, are conditions precedent to the enforceability of this Agreement. CC &V agrees to use its best efforts to facilitate the amendments proposed by Cripple Creek to Victor. 10. CC &V Responsibilities. In addition to the other requirements set forth in this agreement, CC &V shall be responsible for the following: A. All conveyance and use of the water furnished hereunder downstream of the Point of Delivery, and CC &V shall bear all risk of loss, including, but not limited to, transit charges as determined by the Colorado State Engineer or the Division Engineer. B. Should a dispute arise with administrative or governmental entities concerning the applicability of Cripple Creek's water rights as herein discussed or proposed methods of delivery, Cripple Creek, through its staff and counsel, shall take such action as deemed reasonable and necessary to overcome such dispute and obtain any necessary approvals from administrative or governmental agencies. CC &V agrees to reimburse Cripple Creek for the first $10,000.00 of legal expense incurred by Cripple Creek in such efforts, as reasonably itemized and documented by Cripple Creek. Such reimbursement shall be due upon demand by Cripple Creek. Should efforts resulting in expenses beyond CC &V's preliminary $10,000.00 contribution be deemed necessary in Cripple Creek's reasonable judgment and discretion, Cripple Creek may (1) elect to incur such costs itself; or (2) provide CC &V a written request for additional contribution, which request may be honored in the sole discretion of CC &V. The extent to which such efforts at dispute resolution are reasonable, necessary and appropriate shall be in the sole and complete discretion of Cripple Creek, and Cripple Creek shall have no obligation to make any efforts for the resolution of such disputes, nor shall CC &V have any obligation to pay for water not delivered as a result of the same. C. CC &V's use of the Cripple Creek Water and the effects thereof on third parties, if any, including, but not limited to, the effects of diversion, discharges, and changes in quantity and the quality of said water. 5