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DISTRICT COURT, WATER DIVISION 1, COLORADO AUGUST 2007 WATER RESUME PUBLICATION TO: ALL PERSONS INTERESTED IN WATER APPLICATIONS IN WATER DIV. 1 Pursuant to C.R.S. 37-92-302, you are notified that the following is a resume of all water right applications and certain amendments filed in the Office of the Water Clerk during the month of AUGUST 2007 for each County affected. 07CW171 RODNEY J. AND SANDRA E. KAPPERT, 52417 WCR 15, CARR, CO 80612, PO BOX 1004, WELLINGTON, CO 80549. Telephone: (970) 897-2804. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY. Well, permit 249079 located NW1/4, SE1/4, S7, T9N, R67W of the 6th PM at a distance 1900 feet from South and 2250 feet from East. Source: groundwater. Depth: 660 feet. Date of appropriation: 10/07/02. How appropriation was initiated: Air Percussion Drilling. Date water applied to beneficial use: 10/07/02. Amount claimed: 5 gpm. Name of Aquifer: Dakota/Cheyenne. Number of acres historically irrigated: 1. Total number of acres proposed to be irrigated: 1. Legal description of the land irrigated: S1/2 of the N1/2 of the S1/2 of S7, T9N, R67W of the 6th PM. Area of lawns and gardens irrigated: 1 acre. If non-irrigation describe purpose fully: Livestock. 07CW172 BRETT AND TARA KAYSEN, 11224 WCR 96, NUNN, CO 80648. Telephone: (970)897-3091. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY. Well, permit 249997 located NW1/4, NW1/4, S12, T8N, R67W of the 6th PM at a distance 300 feet from North and 1011 feet from West. Street address: 11224 WCR 96. Source: groundwater. Depth: 540 ft. Date of appropriation: 05/06/2003. How appropriation was initiated: Well permit was issued. Date water applied to beneficial use: March 2004. Amount claimed: 15 gpm Absolute. Name of Aquifer: Laramie-Fox Hills. Amount claimed in acre feet annually: 3 acre feet. Area of lawns and gardens irrigated: 1 acre. If non-irrigation, describe purpose fully: Home, domestic animals and lawn/garden irrigation. 07CW173 JEANNIE GULSTRAND VERDERAME, 20635 Manor Rd. Excelsior, MN 55331. Telephone: (952) 474-6540. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Hardman Well. Date of original decree: July 31, 2001 in Case No. 96CW977 in Water Division 1. Legal description: NW1/4, NW1/4, S34, T9S, R75W of the 6th PM at a distance 520 feet from North and 1270 feet from West. Street address: 55 Mallard Road. Subdivision: Elkhorn Ranches; Lot 151; Filing 5. Source: Groundwater. Appropriation date: Dec. 31, 1975. Amount: .033 cubic feet per second (15 GPM). Use: Household use only in a single family dwelling not including irrigation. The return flow from such uses shall be returned to the same stream system in which the well is located. 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: Currently have two children in college and will wait until they graduate before proceeding with any building plans. At that point, however, I do plan to build a small single-family dwelling not including irrigation. Water would be for household use only and the return flow shall be returned to same stream system in which the well is located. 07CW174 JOSEPH W. KIRKWOOD, 6961 PIERSON ST., ARVADA, CO 80004. Telephone: (303) 463-8453. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: Kirkwood Well. Date of original decree: 08-31-01 in Case No. 96CW767 in Water Division 1. Legal description: NW1/4, NW1/4, S1, T8S, R76W of the 6th PM at a distance 1160 feet from North and 1140 feet from West. Street address: 246 French Pass Circle. Subdivision: Michigan Hill; Lot 52. Source: Groundwater. Appropriation date: 05-31-79. Amount: 15 GPM, .033 Cu. Ft. Use: Household. Depth: 525'. Provide a detailed outline of what

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has been done toward completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: Well construction permit #65816, $100.00; Well construction drilling and casing, $8645.94; Pump, water lines, pressure tank and electrical, $4107.78. If claim to make absolute, date water applied to beneficial use: 07-19-07; Amount 5 GPM; Use; Residential. Description of place of use where water is applied to beneficial use: Mountain home. 07CW175 KAREN SUE DOUB, 2136 S. NELSON ST., LAKEWOOD, CO 80227. Telephone: (303) 986-0496. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Structure: Well. Date of original decree: 07-31-01 in Case No. 96CW754 in Water Division 1. Legal description: SE1/4, NW1/4, S13, T9S, R74W of the 6th PM at a distance 1900 feet from North and 1700 feet from West. Street address: 763 Bear Gulch Way. Subdivision: Lost Park Ranch; Lot 151; Filing 1. Source: groundwater. Appropriation date: 06-30-77. Amount: 15 GPM (conditional). Use: Household use only inside a single family residence. No outside use. 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. Develop road; Maintain property. 07CW176 FLOYD DUNSTAN, 63C MARINERS POINT LANE, HARTFIELD, VA 23071. Telephone: (804) 776-9808. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Dunstan Well. Date of original decree: 06-13-01 in Case No. 96CW644 in Water Division 1. Legal description: SW1/4, NE1/4, S4, T10S, R75W of the 6th PM at a distance 1595 feet from North and 1570 feet from East. Street address: 6241 Remington Rd. Subdivision: Elk Horn Ranch; Lot 061; Filing 4. Appropriation date: 12-31-1975. Amount: .033 cubic feet (15 GPM). Use: Household use only, not including irrigation. 07CW177, PAGEL’S TRAILER PARK, 16220 Cty. Rd 19, Fort Morgan, Colorado 80701. Phone number of (970) 768-1322. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION IN MORGAN COUNTY. 2. Names of structures to be augmented: The wells listed and described in the following table:

Well Name Permit no. Court Decree

Appr. Date Amt (c.f.s.)

Use

Pagel Well No. 1 17289-F W-1264 April 5,1954 .112 Muni Pagel Well No. 2 25371-F W-1264 April 5,1954 .112 Muni

3. Water Rights to be used for augmentation: A. Water rights associated with Applicant’s pro-rata interest in 1 share of Jackson Lake Reservoir and Irrigation Company. In addition, Applicant seeks approval to add water rights it acquires through lease or purchase to be used as replacement sources for this plan for augmentation, including excess augmentation credits of the Fort Morgan Reservoir and Irrigation Company decreed in W-2692, District Court, Water Div. 1. Any final decree entered for this augmentation plan may include procedures to allow additional alternative sources of replacement water including water leased on a yearly or less frequent basis to be used in the plan after the initial decree is entered if the use of said additional alternative source is part of an approved substitute water supply plan, water court decree or is otherwise lawfully available for such use. B. Decree Information: The Jackson Lake Reservoir and Irrigation Company owns and operates Jackson Lake Reservoir. (1) Dates and amount of original decree:

Case No. Appropriation Date Adjudication Date Amount (a.f.)

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CA2142 May 18, 1901 January 15, 1914 30,992 CA2142 May 18, 1901 May 11, 1915 4637 CA16704 December 31, 1929 June 8, 1965 8,269.92

(2) Legal description of point of diversion: the headgate of the inlet canal is the North bank of the South Platte River, 900 feet South and 200 feet West of the Center of the SE1/4 of Section 18, Township 4 North, Range 61 West of the 6th P.M., Weld County, Colorado. (3) Source: South Platte River. (4) Decreed use: Supplemental Irrigation. C. Historical Use. The Water Court has previously quantified the historic use of the same type of shares to be used for replacement water, and Applicant proposes to use the consumptive use and return flow obligations found in such decree, unless changed circumstances indicate a different historic use should be used. 4. Statement of Plan for Augmentation: Applicant owns and operates an 85 unit trailer park near Fort Morgan, Colorado. The wells identified in the table above are used for domestic supply and limited outside irrigation of approximately 2 acres. To the extent that pumping from the wells cause depletions that are out of priority, the purpose of this plan is to provide for replacement of such out of priority depletions in time, location and amount to the extent necessary to prevent injury to other vested or decreed conditional water rights. A. Operation of Plan. When the alluvial well depletions from the wells are out of priority, Applicant intends to utilize Applicant’s 1 share of the Jackson Lake Reservoir and Irrigation Company as well as other approved sources consistent with C.R.S. §37-92-305(8) to meet replacement obligations associated with pumping from the wells. Applicant claims the right to make successive reuse of the consumable portion of the water to extinction either through recapture or by exchange. In addition to the above share, Applicant may use other water rights it acquires through lease or purchase as a replacement source so long as such rights are lawfully available for use as a replacement supply. B. Depletions. Applicant’s estimated total average annual consumptive use is approximately 7.44 acre feet. Use of the wells result in delayed depletions to the South Platte River. Any such delayed depletive effects will be accounted for and administered consistent with requirements of the Division Engineer and C.R.S. §37-92-305(8) so as to prevent injury to other vested water rights. C. Return Flows. Applicant claims the re-appropriation of historic return flows for the Reservoir company’s shares and will maintain the same only for calls senior to the date of the filing of this Application.

07CW178, English Feedlot 3, LLC, 1411 County Road 2, Wiggins, CO 80654. (Steven P. Jeffers, Esq., Matthew Machado, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900). APPLICATION FOR CHANGE OF WATER RIGHTS AND PLAN FOR AUGMENTATION IN MORGAN COUNTY. CHANGE OF SURFACE WATER RIGHTS 2. Decreed names of structures for which change is sought. Applicant seeks to change its pro rata share of the water rights decreed to the Upper Platte and Beaver Canal (“UP&B”) based on ownership of sixteen (16) shares of the approximately 1,187 outstanding shares of the Upper Platte and Beaver Canal Company (“the Company”). 2.1 Previous decrees for the UP&B direct flow water rights: 2.1.1 Case No. 433, Weld County District Court, entered November 21, 1895 for 15 c.f.s. with an appropriation date of April 20, 1868 and transferred to UP&B in Case No. 2283, Weld County District Court, decree entered November 5, 1909. 2.1.2 Case No. 6009, Arapahoe County District Court, decree entered April 28, 1883 for 5.17 c.f.s. with an appropriation date of May 15, 1869 and transferred to UP&B in Case No. 47394, District Court, City and County of Denver, decree entered January 8, 1910 and Case No. 2360, Weld County District Court, decree entered January 19, 1910. 2.1.3 Case No. 433, Weld County District Court, entered November 21, 1895 for 50.0 c.f.s. with an appropriation date of June 20, 1882 and for 164.0 c.f.s. with an appropriation date of April 15, 1888 and transferred to the UP&B in Case No. 11195, Weld County District Court, decree entered September 8, 1948. 2.2 Type of water right: Direct flow. 2.3 Point of diversion: The headgate of the UP&B is located on the South Platte River in Morgan

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County, Colorado, at a point whence the SE corner of Section 35, T4N, R58W, 6th P.M. bears S. 13º 57’E, 5020.2 feet. 2.4 Source: South Platte River. 2.5 Decreed use: Irrigation. 2.6 Location of Use and Summary of Historical Diversions: The location of use of Applicant’s sixteen shares has been on Applicant’s lands served by the UP&B, as depicted on the Map attached hereto as EXHIBIT A, and a summary of historical diversions is attached as EXHIBIT B. 2.7 Historic use: The water rights described above have historically been used for irrigation on lands under the UP&B pursuant to the aforementioned decrees. The UP&B direct flow water rights represented by Applicant’s 16 shares were used historically primarily to irrigate portions of approximately 160 acres of ground located in the SW1/4 of Section 26, T4N, R56W of the 6th P.M., Morgan County, Colorado (“Applicants’ property”). 3. Proposed changes: Applicant requests approval of a change in type of use of the subject water rights to allow continued use for irrigation on Applicant’s property, and alternatively, to be used for augmentation, replacement, and recharge to replace out of priority stream depletions caused by pumping of Applicant’s three wells, which wells are located on the said 160 acres and supply water used in feedlot operations on said 160 acres. Applicant’s changed UP&B shares will be delivered to recharge sites and/or to storage for later delivery to the recharge sites as described below, or, alternatively, a portion of the subject water rights may be left in the South Platte River. Such change shall include the right to use and reuse and fully consume the historic consumptive use portion of the water rights for such purposes. Applicant proposes to dedicate to this plan a sufficient number of shares to the extent needed to use the subject water rights for the changed purposes. Applicant requests a determination of the full historic use of Applicant’s pro rata entitlement to the subject water rights in order to develop a formula to allow conversion of the water rights for the new uses. Applicant will dry up a portion of the 160 acres and otherwise restrict the use of the changed shares dedicated to augmentation uses as necessary to prevent an expansion in use of the changed water rights. Applicant shall replace the return flows from the changed shares in a manner that replicates the historical pattern of return flows in time, location and amount, as necessary to prevent injury to vested water rights. CHANGE IN UNDERGROUND WATER RIGHTS 4. Description of wells and proposed changes: Applicant seeks to change the locations of two alluvial wells that serve Applicant’s feedlot from their decreed locations on Applicant’s property to their actual locations on Applicants’ property. Applicant also seeks approval of a change in point of diversion of a third alluvial well that serves the feedlot and to include a fourth well as an alternate point of diversion. The four wells are referred to hereafter as the “Feedlot Wells”. The three original Feedlot Wells were adjudicated in Case No. W-3263a, W-3263b, and W-3263c, Water Division No. 1, decrees entered November 23, 1977, for stockwatering on Applicant’s 160 acres. Applicants are not seeking to change the type of use or amounts decreed for those three wells. Copies of the decree and well permit documents are attached as EXHIBITS C and D, respectively. A map of the decreed locations and actual well locations is attached as EXHIBIT E. 4.1 Description of the wells: Well Name Permit No. Appropriation

Date Decreed Amount

Decreed Use

Well No. 1-17509 17509R-R 9/23/ 1963 1.02 cfs Watering 7500 head livestock Well No. 6-10329-F 10329F 10/6/1965 0.444 cfs Watering 7500 head livestock Well No. 14 none 12/31/1941 0.222 cfs Livestock watering 4.2 Well locations. Pursuant to the decree in decree in Case No. W-3263, the three original wells are located in the SW1/4 of Section 26, Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado, as follows:

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Decreed Locations Well Name Quarter Quarter Feet from South Line Feet from West Line Well No. 1-17509 NE 2618 663 Well No. 6-10329-F NE 1730 1485 Well No. 14 SW 793 1170 The proposed locations are in the SW1/4 of Section 26, Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado, as follows:

Actual Locations Well Name Quarter Quarter Feet from South Line Feet from West Line Well No. 1-17509 (NA: not changed) Well No. 55273-F NW 2557 661 Well No. 6-10329F SE 1027 1368 Well No. 14 SW 771 624 4.3. Decreed source: Ground water tributary to the South Platte River for all wells. 4.4 Alternate point of diversion: Well No. 55273-F will operate as an alternate point of diversion for Well No. 1-17509. Well No. 1-17509 will continue to serve as a backup well for the feedlot. However, the cumulative rate for Well Nos. 1-17509 and 55273-F will not exceed the rate decreed for Well No. 1-17509 in Case No. W-3263a. PLAN FOR AUGMENTATION 5. Names of Structures to be augmented: This plan is intended to augment the Feedlot Wells to the extent the use of such wells may cause out-of-priority depletions and to replace historical return flows from the changed use of the Applicant’s shares. 6. Description of water rights to be used for augmentation: 6.1 Applicant’s pro rata interest in the water rights described in paragraph 2 above, which may be left in the stream or delivered to Applicant’s recharge site to be constructed on Applicants property or other recharge structures under the UP&B for which Applicant obtains permission to use. 6.2 Some or all of Applicant’s pro rata share of the recharge credits decreed for use under the UP&B to the extent such credits are not necessary to augment depletions from Applicant’s JA Farms Well No. 7005 (ID. No. 6992), which well is located on and used for irrigation of a portion of said 160 acres. 6.2.1 Previous decrees for the recharge credits from the UP&B: Case No. W-2968, District Court, Water Division No. 1, entered November 22, 1983 and Case No. 87CW242, District Court, Water Division No. 1, entered February 8, 1989. Case No. W-2968 was amended by the Findings of Fact, Conclusions of Law, Judgment and Decree Amending Plan for Augmentation entered on April 17, 1992. 6.2.2 Point of diversion: Headgate of the UP&B as described above. Recharge facilities are located under the UP&B and are described more fully in the decrees in Case Nos. W-2968 and 87CW242. 6.2.3 Source: South Platte River. 6.2.4 Amount: 234.17 c.f.s., with average annual diversions over any ten year period not to exceed 12,000 acre feet. 6.2.5 Appropriation date: June 12, 1972. 6.2.6 Decreed use: Augmentation of certain wells under the Upper Platte and Beaver Canal Company. 6.3 The Company has a pending application in Case No. 2002CW401 in which the Company seeks approval for amendments to its plan for augmentation and quantification of additional recharge credits. Applicant claims the right to use the recharge credits in this plan as may be modified by Case No. 2002CW401, including the right to use for augmentation Applicant’s pro rata share of the credits derived from the Company’s 50 shares of capitol stock in the Morgan-Prewitt Reservoir Company, 33 shares of the capital stock of the Jackson Lake Reservoir and Irrigation Company, 31 shares of the capital stock of the Riverside Reservoir and Land Company, and augmentation wells described therein. 6.4 Other recharge credits leased or purchased by Applicants from other recharge plans decreed for use in the Lower South Platte River. Applicant shall obtain permission from the State Engineer prior to using such credits and account for transit losses if necessary. 7. Statement of the Plan for Augmentation: Applicant plans to divert water tributary to the South Platte River through the Feedlot Wells described above for continued feedlot uses on Applicant’s property, which will cause out-of-priority depletions to the South Platte River at times. Total average annual well pumping and depletions are estimated to be no

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more than approximately 120 acre feet per year. Well pumping will be metered. The feedlot uses are considered to be 100% consumptive, as the wastewater is delivered to an evaporative wastewater lagoon. The amount of diversions and consumptive use may vary depending upon the number of cattle on the feedlot and weather conditions. The timing and amount of actual stream depletions will be lagged to the South Platte River using Glover analytical methods. Applicant will replace net out of priority depletions in amount, time and location as needed to prevent injury to senior vested water rights. Such depletions will be replaced by removing the use of a portion of Applicant’s surface water rights described in paragraph 2 from use on all or a portion of the historically irrigated lands, and delivering the historical consumptive use portion of said water rights to the river at or above the senior calling water rights. A portion of the subject water rights may be bypassed at the ditch headgate, diverted and measured back to the stream through an augmentation station to the extent Applicant has permission to use such structure, or diverted and delivered into storage and recharge structures located on Applicant’s property or other recharge sites under the ditch that Applicant obtains permission to use. The use of the storage and recharge structures will allow Applicant to deliver water back to the South Platte River throughout the year as needed to replace net out of priority depletions, or to satisfy Applicant’s winter return flow or other replacement obligations. The recharge site or sites and reservoirs will be constructed on Applicant’s property shown on Exhibits B and E. The exact location and size of the recharge site(s) and reservoirs on Applicant’s property have not yet been determined. The recharge structures will be constructed and operated according to the Recharge Protocol by the Division of Water Resources, Division One, revised March 1, 2007. Applicant shall only use other recharge sites under the UP&B system if Applicant obtains the right to do so. Applicant will continue to divert under its surface water rights the amount of water which was diverted for the historical uses of said water rights, and will replace the return flows which historically would have occurred at the place and time and in the amounts they would have occurred had the use not been changed, to the extent necessary to prevent injury to other water users. If this water is used for continued irrigation in the historical manner, no return flow obligation shall be incurred. Applicant may use the aforementioned recharge credits to replace such return flows. 8. Names and addresses of the owners of land on which the structures are or will be located, upon which the water is or will be stored, or upon which water is or will be placed to beneficial use: Applicant owns all of the land upon which the wells and recharge facilities are or will be located and upon which the water will be used. Upper Platte and Beaver Canal and headgate is owned by Upper Platte and Beaver Canal Company, c/o of Terry Larsen, P.O. Box 69, Fort Morgan, CO 80701. 07CW179 NORLAN AND NIKI STEVENSON, 51984 COUNTY RD 19, NUNN, CO 80648. Telephone: (970) 897-2213. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY. Name of Well: Stevenson, permit 263308 located NW1/4, NW1/4, S15, T9N, R67W of the 6th PM at a distance 366 feet from North and 161 feet from West. Street Address: 51984 CR 19. Were points averaged: No. Northing: 4511428, Zone 13. Source: groundwater. Depth: 725 ft. Date of appropriation: 07-26-05. How appropriation was initiated: permit and driller. Date water applied to beneficial use: 07-26-05. Amount claimed: 15 gpm, Absolute. Proposed use: If irrigation, number of acres historically irrigated: 1. Total number of acres proposed to be irrigated: 1. Legal description of land irrigated: NW1/4, NW1/4, S15, T9N, R67W of the 6th PM. If non-irrigation, describe purpose fully: Domestic. 07CW180 HOWARD M. AND LAUREL J. WILLIAMS, 52337 WCR 15, CARR, CO 80612. Telephone: (970) 897-2865. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY. Structure: Unnamed well, permit 234411A located SW1/4, SE1/4, S7, T9N, R57W of the 6th PM at a distance 900 feet from South and 2580 feet from East. Street Address: 52337 WCR 15, Carr, CO 80612. Source: Groundwater. Depth: 840 feet deep. Date of appropriation: 08-23-04. How appropriation was initiated: By the issuance of a state

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well permit. Date water applied to beneficial use: 08-23-04. Amount claimed: 15 gpm Absolute. Name of Aquifer: Fox Hill Sand. Amount claimed in acre feet annually: one acre foot of water per year. Proposed use-Number of acres historically irrigated: approximately 1.0. Area of lawns and gardens irrigated: No lawn, garden is 20 feet by 20 feet. Use: Household use, garden 3 horses, 6 head of cattle. 07CW181 1. Applicants: Fawn Valley Chalet, Inc., c/o Anne Blair, 2760 Fall River Road, Estes Park, CO 80517. APPLICATION FOR CHANGE OF WATER RIGHT IN LARIMER COUNTY. Future correspondence and pleadings to: Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970)407-9000. 2. Name of well and permit: Fawn Valley Chalet Well No. 25303-A (formerly Well No. 25303). 3. From Previous Decree: Case No. W-5722, entered June 9, 1975, Water Court, Water Division No. 1, State of Colorado. A. Legal Description of Well: Well No. 25303-A’s decreed location in Case No. W-5722 is the NE 1/4 of the SE 1/4, Sec. 16, T5N, R73W, of the 6th P.M., Larimer County, CO, at a point 790 feet from the east section line and 1585 feet from the south section line of said Sec. 16. B. Source: Ground water. C. Appropriation Date: September 14, 1965. D. Amount claimed: 0.02 c.f.s. E. Historic Use: Domestic, sewage treatment, recreational and irrigation of less than one acre around the Fawn Valley Chalet and Inn located in the NE 1/4 of the SE 1/4 of Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO. 4. Proposed Change: Applicant proposes to change the decreed location of Well No. 25303-A to conform to the actual location of the Well, as follows: A. Well No. 25303-A: NE 1/4 of the SE 1/4, Sec. 16, T5N, R73W, of the 6th P.M., Larimer County, CO, at a point 486 feet from the east section line and 1686 feet from the south section line of said Section 16. 5. To the extent necessary to conform the Well herein with the change in point of diversion requested in this application, Applicant will obtain a new well permit for the structure named herein. 6. Applicant will not pump this Well unless pursuant to a decreed augmentation plan. 7. Ownership: Fawn Valley Chalet, Inc., c/o Anne Blair, 2760 Fall River Road, Estes Park, CO 80517. 07CW182 1. Applicants: Della Terra LLC, c/o Pamela Amelang, President, 3501 Fall River Road, Estes Park, CO 80517. APPLICATION FOR CHANGE OF WATER RIGHTS AND ALTERNATE POINTS OF DIVERSION IN LARIMER COUNTY.. Future correspondence and pleadings to: Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970)407-9000. 2. Purpose: The purpose of this application is to seek a decree changing the points of diversion for wells listed in Case No. W-5597, Water Court, Water Division No. 1 (the “Wells”), so that the decreed locations of the Wells conform to the actual locations of the Wells. Applicant also seeks alternate points of diversion for two of its Wells. 3. Name of wells and permit: A. Well No. 94349 (Binns Well No. 1); B. Well No. 5837-F (Binns Well No. 2); C. Well No. 11157-F (Binns Well No. 3); D. Well No. 37880 (Binns Well No. 4); E. Binns Well No. 5. 4. From Previous Decree: Case No. W-5597, entered October 23, 1975, Water Court, Water Division No. 1, State of CO. A. Binns Well No. 1: i. Decreed Location: NW 1/4 of the NW 1/4 of Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO, at a point 1268 feet South and 473 feet East of the NW corner of said Sec. 16. ii. Source: Ground water. iii. Appropriation Date: August 13, 1966. iv. Amount: 0.018 c.f.s. v. Historic Use: Domestic and commercial. B. Binns Well No. 2: i. Decreed Location: SW 1/4 of the NW 1/4 of Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO, at a point 1351 feet South and 610 feet East of the NW corner of said Sec. 16. ii. Source: Ground water. iii. Appropriation Date: June 10, 1964. iv. Amount: 0.033 c.f.s. v. Historic Use: Domestic and commercial. C. Binns Well No. 3: i. Decreed Location: SW1/4 of the NW1/4, Sec. 16, T5N, R73W, of the 6th P.M., Larimer County, CO, at a point 1528 feet South and 782 feet East of the NW corner of said Sec. 16. ii. Source: Ground water. iii. Appropriation Date: August 13, 1966. iv. Amount claimed: 0.033 c.f.s. v. Historic Use: Domestic and commercial. D. Binns Well No.

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4: i. Decreed Location: SW 1/4 of the NW 1/4 of Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO, at a point 1590 feet South and 204 feet East of the NW corner of said Sec. 16. ii. Source: Ground water. iii. Appropriation Date: May 18, 1969. iv. Amount claimed: 0.089 c.f.s. v. Historic Use: Domestic and commercial. E. Binns Well No. 5: i. Decreed Location is the SW 1/4 of the NW 1/4 of Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO, at a point 1617 feet South and 345 feet East of the NW corner of said Sec. 16. ii. Source: Ground water. iii. Appropriation Date: May 31, 1953. iv. Amount claimed: 0.018 c.f.s. v. Historic Use: Domestic and commercial. 5. Proposed Change: A. Binns Well No. 1: i. Change in Point of Diversion: SW 1/4 of the NW 1/4, Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO at a point 1347 feet South and 458 feet East from the NW corner of Sec. 16. B. Binns Well No. 2: i. Change in Point of Diversion: SW 1/4 of the NW 1/4, Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO at a point 1343 feet South and 625 feet East of the NW corner of Sec. 16. C. Binns Well No. 3: i. Change in Point of Diversion: SW 1/4 of the NW 1/4, Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO at a point 1603 feet South and 366 feet East from the NW corner of Sec. 16. ii. Alternate Point of Diversion: Applicant requests that an alternate point of diversion for Binns Well No. 3 be decreed at the location of Binns Well No. 2. D. Binns Well No. 4: i. Change in Point of Diversion: SW 1/4 of the NW 1/4, Sec. 16, T5N, R 73W of the 6th P.M., Larimer County, CO at a point 1582 feet South and 227 feet East from the NW corner of Sec. 16. E. Binns Well No. 5: i. Change in Point of Diversion: SW 1/4 of the NW 1/4, Sec. 16, T5N, R73W of the 6th P.M., Larimer County, CO at a point 1628 feet South and 333 feet East from the NW corner of Sec. 16. ii. Alternate Point of Diversion: Applicant requests that an alternate point of diversion for Binns Well No. 5 be decreed at the location of Binns Well No. 1. 6. To the extent necessary to conform the Wells herein with the changes requested in this application, Applicant will obtain new, amended or revised well permits for the structures named herein. 7. Applicant will not pump these Wells unless pursuant to a decreed augmentation plan. 8. The decree entered herein shall require that in no event shall the cumulative pumping amount of Applicant’s five wells exceed the cumulative annual amount allowed to be withdrawn from these Wells for the uses described herein. 9. Ownership: Della Terra, LLC (d/b/a National Park Retreats), c/o Pamela Amelang, President, 3501 Fall River Road, Estes Park, CO 80517. 07CW183 JAMES A AND MARGARET E. FREEMAN, 5751 North County Road 27, Loveland, CO 80538. Telephone: (970) 669-5989. APPLICATION FOR FINDING OF DILIGENCE AND TO MAKE ABSOLUTE IN LARIMER COUNTY. Name of structure: Freeman Well, permit 69978. Date of original decree: August 31, 2001 in Case No. 00CW204 in Water Division 1. Legal description: SW1/4, SW1/4, S26, T6N, R70W of the 6th PM at a distance 660 feet from South and 700 feet from West. Street Address: 5751 North County Road 27, Loveland, CO 80538. Source: Groundwater. Appropriation date: June 14, 1973. Amount: 0.027 cubic feet /second (12 gpm). Use: Domestic in one single family dwelling including irrigation of 1/2 acre and stock water absolute. Domestic in an additional single family dwelling and irrigation of an additional 1/2 acre conditional. 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: Continue to maintain said property in good condition. We continue to pay taxes on the property and the dwelling and maintain the residence in good repair. We continue to have plans to eventually have a second single family residence adjacent to the present dwelling. 07CW184 ELIZABETH CHANDLER, LORETTA WALSH, 4920 Via Contento, Yorba Linda, CA, 92886. Telephone: (714) 777-6693. APPLICATION FOR FINDING OF DILIGENCE AND TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: Chandler/Walsh Well. Date of original decree: 12/11/96 in case no. 96CW360 in Water Division 1. Legal description: NE1/4, SE1/4, S34, T9S, R75W of the 6th PM at a distance 2600 feet from

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South and 300 feet from East. Street address: 72 Fawn Court. Subdivision: Indian Mountain, Lot 104, Filing 15. Source: Groundwater. Appropriation date: May 31, 1973. Amount: .033 cubic feet per second (15 gpm). Use: Household use only in single family dwelling not including irrigation. Depth: 400 feet. Home built and occupied by Elizabeth Chandler. 07CW185 W. DENNIS AND PATRICIA Y. DISNEY, 2334 West Costilla Ave., Littleton, CO 80120. Telephone: (303) 730-8907. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Structure: Well. Date of original decree: August 24, 2001 in Case No. 96CW1075 in Water Division 1. Legal description: NE1/4, NW1/4, S24, T9S, R74W of the 6th PM at a distance 230 feet from North and 1880 feet from West. Street Address: 297 Bonus Gulch Way. Subdivision: Lost Park Ranches, Lot 123, Filing 1. Source: Groundwater. Appropriation date: June 30, 1977. Amount: 0.033 cfs (15 gpm) conditional. Depth: approximately 400 feet. No details at this time. The intent to drill a well structure remains. 07CW186 EDMOND P. (III) AND ELAINE E. TARDY, 5595 West Indore Dr., Littleton, CO 80128. (303) 973-8950. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Tardy Well. Date of Original Decree: Dec. 30, 1996 in Case No. 96CW949 in Water Division 1. Legal description: NW1/4, SW1/4, S13, T9S, R74W of the 6th PM at a distance 2290 feet from South and 1080 feet from West. Street Address: 168 Spade Place. Subdivision: Lost Park Ranches, Lot 88, Filing 1. Source: Groundwater. Appropriation date: June 30, 1977. Amount: 0.033 cubic feet per second (15 gpm), Conditional. Use: Household use only in a single-family dwelling not including irrigation. The return flow from such uses shall be returned to the same stream system in which the well is located. Have visited the sight in July 2007 and have determined a location for the structure to be placed. Currently seeking funding sources for the well, septic and structure. 07CW187 Elizabeth Ann Wethington Trust, c/o Elizabeth Ann Wethington, 4520 WCR 27, Fort Lupton, Colorado 80621. (Please send all pleadings to: Matthew Machado, Esq. and Steven P. Jeffers, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, Colorado 80502-0978, (303)776-9900.) APPLICATION FOR DETERMINATION OF NONTRIBUTARY UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS IN WELD COUNTY. 2. Well Permits: No wells or well permits currently exist for nontributary or not nontributary water. Well permits for the wells to be constructed shall be applied for at such time as the Applicant or its successors, heirs or assigns are prepared to construct the wells pursuant to the terms of this decree and applicable Colorado law. 3. Legal Description of the Subject Properties: Wells will withdraw nontributary ground water from the Denver basin aquifers underlying approximately 51.64 acres of land located on three parcels in the SE1/4 NW1/4 and SW1/4 NE1/4 of Section 7, Township 1 North, Range 66 West, of the 6th P.M., Weld County, Colorado as shown on the map attached as EXHIBIT A (the “Subject Properties”). Applicant claims the right to drill and complete such wells anywhere on the Subject Properties to recover and use all physically and legally available nontributary water from the Denver Basin aquifers lying below the Subject Properties. 4. Source of Water: 4.1 The ground water to be withdrawn by Applicant from the Denver Basin aquifers on the Subject Properties will be nontributary ground water as defined in Section 37-90-103(10.5), C.R.S. Applicant estimates that the only nontributary Denver Basin aquifer existing below the Subject Properties is the Laramie-Fox Hills aquifer, but Applicant seeks a determination as to whether the Lower Arapahoe aquifer below the Subject Properties is nontributary and the amount of nontributary water available if nontributary. Applicant will comply with the requirement to relinquish to the surface stream system two percent of all such nontributary ground water withdrawn on an annual basis. Otherwise, said water may be fully consumed to extinction for all beneficial uses. 4.2 Estimated Depth: Wells will be completed to the bottom of the aquifers. Applicant estimates the

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bottom of the Laramie-Fox Hills aquifer is at an elevation of approximately 4125 feet above sea level. Actual well completion depths may vary from this estimate based on better data and the actual conditions below the overlying land. 5. Estimated Amount and Rate of Withdrawal: The wells will withdraw nontributary ground water at a rate of flow necessary to efficiently withdraw the entire decreed amount. The estimated average annual amounts of ground water available for withdrawal by the Applicant are based upon information contained in the Denver Basin Rules, 2 C.C.R. 402-7. Applicant’s estimates of the acreage, saturated sand thickness, specific yield and annual entitlements from the Laramie-Fox Hills aquifer for each parcel are as follows: Number of acres in parcel

Saturated Sand Thickness (feet)

Specific Yield

Average Annual Withdrawal (acre feet)

43.85 160 .15 10.52 2.72 160 .15 0.65 5.07 160 .15 1.22 51.64 total acres 160 .15 12.39 acre feet total

Actual saturated sand thickness, specific yield and annual entitlements for each parcel may vary from this estimate based on better data or the actual conditions below the overlying land. 6. Well Fields. Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available ground water lying below the Subject Properties through any wells which may be completed in the future on the Subject Properties. To the extent contiguity is established pursuant to Denver Basin Rules, 2 C.C.R. 402-7, Applicant may combine the entitlements for the Subject Properties and withdraw from one or more wells located on the Subject Properties. Applicant will file applications with the State Engineer pursuant to Section 37-90-137(10), C.R.S. prior to construction of any wells. 7. Proposed Uses. Applicant intends to use, reuse, and successively use for municipal, domestic, agricultural, commercial, irrigation, stock watering, recreational, fish and wildlife, fire protection and any other beneficial use on or off the Subject Properties, including use by lessees or assignees. The water may be immediately used or stored for subsequent use, used for exchange purposes, for direct replacement of depletions, and for other augmentation purposes, including taking credit for all return flows resulting from the use of such water for augmentation for or as an offset against any out-of-priority depletions. 8. Name and Address of Owner of the Lands. Applicant. Attached as EXHIBIT B are records from the Weld County Tax Assessor showing Applicant’s ownership of the land. 9. Determination Sought Herein: 9.1 Applicant seeks a determination that all of the nontributary ground water underneath the Subject Properties may be withdrawn subject to the terms and conditions included in a decree to be entered in this case, and that the Applicant is the owner of said nontributary ground water. 9.2 Applicant is the owner of the overlying land, or has the consent of the owner of the overlying land, to adjudicate all such ground water underlying said land. The average annual amount determined to be available in the decree can be withdrawn without causing material injury to the vested rights of others, provided that the terms and conditions in said decree are complied with. 9.3 Applicant asks the Court to determine that Applicant has the right to withdraw all nontributary Denver Basin aquifer ground water under the Subject Properties through any wells initially permitted under C.R.S. § 37-90-137(10) in such aquifers, and any additional wells which may be permitted and completed in the future on the Subject Properties. Applicant requests the initial wells permitted in such aquifers along with any additional wells shall be treated as a well field. 9.4 Applicant requests that each well may withdraw water at the rate necessary to withdraw the full allowed annual amount of nontributary ground water. 9.5 Applicant claims the right to withdraw more than the average annual amount estimated in this application pursuant to Rule 8.A of the Statewide Nontributary Groundwater Rules, 2 C.C.R. 402-7. 9.6 Although the Applicant has estimated the amount of water available for withdrawal from the Laramie-Fox Hills aquifers,

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Applicant requests the right to revise that estimate upward or downward based on actual data or better data available at the time of withdrawal without the necessity of amending this application or republishing the same. Applicant requests the right to invoke the retained jurisdiction of the Court provided for in Section 37-92-305(11), C.R.S. to adjust the amount of water available for withdrawal from such aquifer. 9.7 Applicant also request that a determination of whether the Lower Arapahoe aquifer below the Subject Properties is nontributary, and if so, Applicant also requests a determination of their right to use the same in the same manner as is claimed herein for the Laramie-Fox Hills aquifer. WHEREFORE, Applicant requests this Court to enter a decree: 1. Granting the application herein and awarding ground water rights from the nontributary Denver Basin aquifers, except as to those issues which the Court will specifically retain jurisdiction; 2. Determining that Applicant has complied with Section 37-90-137(4), C.R.S., and water is legally available for withdrawal by Applicant through the wells proposed herein; 3. Retaining jurisdiction to provide for adjustment of the amount of water available for withdrawal by Applicant from such aquifers based on actual local aquifer characteristics, and authorizing Applicant to invoke the Court’s retained jurisdiction at any time after such data becomes available, pursuant to Section 37-92-305(11), C.R.S.; 4. Determining that the withdrawal of nontributary ground water under the Subject Properties will not materially injure the vested or conditionally decreed water rights of others; 5. Determining that the allocation of such ground water is not based on appropriations, and no findings of diligence shall be required to maintain these rights; and 6. Such other relief as the Court deems proper in this matter. 07CW188 DANIEL E AND JUDITH A EDBERG, 12954 E. Mexico Ave., Aurora, CO 80012. Telephone: (303) 751-1408. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of 1st structure: Well. Date of original decree: August 9, 2001 in Case No. 96CW1082 in Water Division 1. Legal Description: NE1/4, NW1/4, S24, T9S, R74W of the 6th PM at a distance 1130 feet from North and 2110 feet from West. Street address: 420 Bonus Gulch Way. Subdivision: Lost Park Ranch, Lot 128, Filing 1. Name of 2nd structure: Well. Date of original decree: August 9, 2001 in Case No. 96CW1082 in Water Division 1. Legal Description: NE1/4, NW1/4, S24, T9S, R74W of the 6thPM at a distance 740 feet from North and 2180 feet from West. Street address: 388 Bonus Gulch Way. Subdivision: Lost Park Ranch, Lot 129, Filing 1. Source of both wells: groundwater. Appropriation date: June 30, 1977. Amount: 0.033 CFS. Use: Household use only, not including irrigation. We plan to have a well drilled and construct a cabin on our mountain property after our retirement, in approximately three years. We hope eventually to live on the property full time for a portion of each year. Since obtaining the property, we have used it for camping and picnicking. We have cleared a path so that we can drive onto the land. We have a picnic table and have planted wild flowers. In preparation for beginning construction, we have discussed plans for a cabin, including its design and location. We have begun to collect names of potential contractors, and have visited cabin show homes, such as Lindahl Cedar Homes. Taxes and HOA dues are paid annually. 07CW189 RICHARD AND REBA HATTZ, 6987 Daventry Pl., Castle Rock, CO 80108. Telephone: (303) 814-1306. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Hattz Well. Date of original decree: 08-13-01 in Case No. 96CW856 in Water Division 1. Legal description: SW1/4, SE1/4, S14, T9S, R74W of the 6th PM at a distance 550 feet from south and 2435 feet for East. Street address: 1314 Al Gulch Rd. Subdivision: Lost Park Ranches, Lot 34, Filing 1. Source: groundwater. Appropriation date: 06-30-77. Amount: .033 CFS (15 GPM) Conditional. Use: Household only. Depth: Unknown. Intention is to have a well put in. In the process of deciding where we want the well drilled, obtaining bids on the work and arranging possible financing for same.

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07CW190 THE CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD, IN LARIMER AND WELD COUNTIES. APPLICATION FOR CHANGE OF water rights AND FOR CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, INCLUDING STORAGE. 1. Name, address, and telephone number of applicant: The City of Greeley, acting by and through its Water and Sewer Board (“Greeley”), c/o Katie L. Reed, Water Resources Administrator I, 1100 Tenth Street, 3rd floor, Greeley, CO 80631 (970) 350-9811. Send copies of pleadings to: Zach C. Miller, Steven E. Marlin, Davis Graham & Stubbs LLP, 1550 Seventeenth Street, Suite 500, Denver, CO 80202 (303) 892-9400; and Jessica L. Pault, Greeley City Attorney’s Office, 1100 Tenth Street, Suite 401, Greeley, CO 80631 (970) 350-9762. APPLICATION FOR CHANGE OF WATER RIGHT. 2. Change requested and proposed plan of operation: Greeley has acquired 13.625 shares and has secured the right to purchase by contract an additional 3 shares of capital stock in the Water Supply and Storage Company (“WSSC”), for a total of 16.625 shares (the “16.625 Shares”) out of 600 outstanding shares. Greeley seeks to change the use of the 16.625 Shares from irrigation to irrigation and all municipal and related uses, including alternate points of diversion and storage in the South Platte River Basin, as more fully described below. The change requested will cause changes in the place and timing of return flows. A portion of the WSSC water rights are transbasin water rights, whereby water is imported from the basins of the Laramie River and the Michigan River, which are tributaries of the North Platte River, and from the Colorado River to the Cache la Poudre River in the South Platte River Basin. Junior appropriators in the South Platte River Basin are not entitled to the continuation of return flows resulting from the importation of foreign water to the basin; therefore, Greeley is not required to maintain return flows from the historical use of the transbasin component of the 16.625 Shares. City of Thornton v. Bijou Irrigation Co., 926 P.2d 1 (Colo. 1996). Nevertheless, Greeley will maintain return flows from the historical use of in-basin sources. To ensure that no expansion of use occurs with regard to the 16.625 Shares, Greeley owns the lands historically irrigated by the 16.625 Shares or has, or will have, restrictive covenants to retire from irrigation the lands historically irrigated by the 16.625 Shares. Moreover, Greeley has, or will have, restrictive covenants to require revegetation and/or noxious weed management on the lands removed from irrigation. Greeley plans to acquire additional shares of WSSC in the future (“Additional Shares”). Therefore, Greeley respectfully requests the Court to retain jurisdiction for the limited purpose of dealing with Additional Shares, so that these can be changed in this proceeding, under the same terms and conditions, after they are acquired. 3. Decreed name of structures for which change is sought: WSSC and the ditches, reservoirs and related structures associated with WSSC, collectively referred to herein as the WSSC System. 4. Previous decree: The decreed water rights of the WSSC System are described on Exhibit A attached hereto. Moreover, WSSC owns 6.25 of the 24 total shares in the Jackson Ditch Company, the decreed water rights of which are described on Exhibit B attached hereto. In addition, 283.354 shares of WSSC have previously been changed by the City of Thornton in the decree entered on March 9, 1998 in Consolidated Cases No. 86CW401, 86CW402, 86CW403, and 87CW332, District Court, Water Division No. 1. A map depicting the general location of the decreed points of diversion for the WSSC System structures is attached hereto as Exhibit C. 5. Historic use: Water associated with the 16.625 Shares has historically been used to irrigate seven farms under the WSSC System. The seven farms and the respective number of shares associated with each are as follows: A. Waag Farm: Water derived from 3 shares of WSSC has historically been used to irrigate property in the NW 1/4 of Section 11, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado. B. Moore Farm: Water derived from 3 shares of WSSC has historically been used to irrigate property located in the South 1/2 of Section 10, Township 7 North, Range 67 West, 6th P.M., Weld County, Colorado. C. Rodenberger Farm: Water derived from 2.5 shares of WSSC has historically been used to irrigate property in the NE 1/4 and parts of the SE 1/4 of Section 12, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado. D. Seader Farm: Water derived from 2

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shares of WSSC has historically been used to irrigate property located in the SE 1/4 of Section 33, Township 8 North, Range 65 West, 6th P.M., Weld County, Colorado. E. Mill Farm: Water derived from 3 shares of WSSC has historically been used to irrigate property located in the NW 1/4 of Section 7, Township 7 North, Range 67 West, 6th P.M., Weld County, Colorado. F. Fletcher Farm: Water derived from 2 shares of WSSC has historically been used to irrigate property located in the SW 1/4 of Section 33, Township 8 North, Range 66 West, 6th P.M., Weld County, Colorado. G. Feit Farm: Water derived from 1.125 shares of WSSC has historically been used to irrigate property located in the NW 1/4 of Section 1, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado. A map showing the approximate location of the historic use of the 16.625 Shares at each of the above-described farms is attached hereto as Exhibit D. Summaries of the diversion records for the Larimer County Canal from 1950-2006 are attached hereto as Exhibit E. 6. Use: All municipal uses, including, but not limited to, domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection, sewage treatment, power generation, street sprinkling, recreational, fish and wildlife propagation, lake and reservoir evaporation, exchange (including further exchange within Greeley’s system and with other water users), maintenance of adequate storage reserves, maintenance of operating detention, maintenance of historical return flows as required by judicial or administrative order, and replacement, augmentation or substitution, by direct use or by storage and subsequent release. The water will be used within Greeley’s existing or future service area, and by other water users in the South Platte River Basin to whom or for whom Greeley may release such water to satisfy augmentation or replacement requirements. Pursuant to C.R.S. § 37-82-106, Greeley seeks the right to fully consume such water, whether by direct use, storage and subsequent release, reuse, successive use, further exchange or disposition. Greeley may reuse and successively use water from the 16.625 Shares by exchange pursuant to, inter alia, the rights of substitution and exchange, including storage, held or claimed by Greeley in this case, Case No. W-8086-75 and pending Case Nos. 99CW231, 99CW234, 00CW251, and 05CW326. 7. Location: Pursuant to the proposed change, Greeley seeks approval to divert and/or take delivery of its proportional interest in the 16.625 Shares for direct use or for storage, and for the uses described above, into the reservoirs and direct-flow diversion structures listed below, as such structures may exist or in the future be constructed or enlarged from time to time. Greeley acknowledges that the entry of any decree in this case shall not grant any rights to Greeley to divert water at structures in which Greeley currently has no ownership interest or other right of use. Prior to use of any such structures, Greeley shall obtain the necessary use rights from the owners or controllers of the structures. (All structures are located west of the 6th P.M., in Larimer County, Colorado.) A. Overland Trail Reservoirs, as such reservoirs are described in the application and amended application filed in Case No. 00CW251, Water Division No. 1, by diversion of water through structures including, but not limited to: i. Overland Trail Diversion Structure, located on the south side of the Cache la Poudre River at a point 2,400 feet West and 1,500 feet North of the SE Corner of Section 33, Township 8 North, Range 69 West. B. Glade Reservoir, an off-channel reservoir to be located, beginning at a point, which is the terminal point of the dam’s left abutment, from which the SW Corner of Section 12, Township 8 North, Range 70 West bears N 88�14′55″ W a distance of 1,879.6 feet. From said point, the axis of the dam bears N 65�04′43″ W a distance of 729.9 feet to a point on the dam axis. From said point, the axis of the dam bears N 14�49′34″ W a distance of 1,021.7 feet to a point on the dam axis. From said point, the axis of the dam bears N 21�39′51″ W a distance of 3,383.8 feet to the terminal point of the dam’s right abutment. The proposed Glade Dam and Reservoir will inundate portions of the NW and SW Quarters of Sections 19, 30 and 31, Township 9 North, Range 69 West; the NW and SW Quarters of Section 6 and the NW 1/4 of Section 7, Township 8 North, Range 69 West; the SE 1/4 of Section 24, the NE, SE and SW Quarters of Section 25 and all Quarters of Section 36, Township 9 North, Range 70 West; and all Quarters of Section 1, the NE and SE Quarters of Section 2, the NE and SE Quarters of Section 11, all Quarters of Section 12, and the

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NW 1/4 of Section 13, Township 8 North, Range 70 West. C. Milton Seaman Reservoir, as the same may be enlarged. The decreed location of Milton Seaman Reservoir is upon Sections 33 and 28, Township 9 North, Range 70 West. The Milton Seaman Reservoir Dam is presently located in the SW 1/4, NE 1/4 and SE 1/4, NW 1/4 of Section 33, Township 9 North, Range 70 West, taking its supply of water from the North Fork of the Cache la Poudre River and its tributaries originating upstream of the Milton Seaman Dam. D. Halligan Reservoir, as the same may be enlarged. The decreed location of Halligan Reservoir is upon portions of Sections 28, 29, 32, 33 and 34, Township 11 North, Range 71 West, taking its supply of water from the North Fork of the Cache la Poudre River and its tributaries originating upstream of the Halligan Dam. E. Barnes Meadow Reservoir, the decreed location of which is upon the SW 1/4 SW 1/4, SE 1/4 SW1/4, NE 1/4 SW 1/4, S 1/2 SE 1/4 of Section 5, and the N 1/2 NE 1/4 of Section 8, all in Township 7 North, Range 75 West, taking its supply of water from Trap Creek, Barnes Meadow Creek, Joe Wright Creek and natural drainage tributary to the Cache la Poudre River. F. Peterson Lake Reservoir, the decreed location of which is upon the N 1/2 SE 1/4, the S 1/2 SE 1/4 of Section 22, and the NE 1/4 of Section 27, the SW 1/4 SW 1/4 of Section 23, and the NW 1/4 of Section 26, all in Township 7 North, Range 75 West, with its inlet gate in the dam in the NW 1/4 SE 1/4 of Section 22, Township 7 North, Range 75 West, taking its supply of water from an unnamed tributary of the Big South Fork of the Cache la Poudre River and other tributaries thereof. G. Twin Lakes Reservoir, the decreed location of which is near the center of the E 1/2 of Section 21, Township 7 North, Range 73 West, taking its supply from an unnamed tributary of Pennock Creek, a tributary of the Cache la Poudre River. H. Hourglass Reservoir (a.k.a. Big Beaver Reservoir), the decreed location of which is in Sections 7 and 18, Township 7 North, Range 73 West and Sections 12 and 13, Township 7 North, Range 74 West, taking its supply from Hourglass Creek, a tributary of Big Beaver Creek, from Big Beaver Creek and other sources tributary thereto, all tributaries of the Cache la Poudre River. I. Comanche Reservoir, the decreed location of which is in the SE 1/4 and the SW 1/4 of Section 11, and the SW 1/4 of Section 12, Township 7 North, Range 74 West, with its outlet gate in the dam in the NE 1/4 SW 1/4 of Section 12, Township 7 North, Range 74 West, taking its supply of water from Big Beaver Creek, a tributary of the Cache la Poudre River. J. Rockwell Reservoir, the decreed location of which is in Sections 25 and 36, Township 8 North, Range 73 West, with the dam to be located in the SE 1/4 SE 1/4 of Section 25, Township 8 North, Range 73 West, taking its supply from the South Fork of the Cache la Poudre River. K. New Mercer Ditch, the headgate of which is located on the south side of the Cache la Poudre River approximately one mile above the Town of Laporte, in the SW 1/4 SW 1/4 of Section 29, Township 8 North, Range 69 West, at a place called Point of Rocks. L. Larimer County Canal No. 2, the headgate of which is located on the south side of the Cache la Poudre River approximately one mile above the Town of Laporte, in the SW 1/4 SW 1/4 of Section 29, Township 8 North, Range 69 West, at a place called Point of Rocks. M. Munroe Gravity Canal (a.k.a. the North Poudre Supply Canal), the headgate for which is located on the east bank of the Cache la Poudre River in the SW 1/4 of the NE 1/4 of Section 5, Township 8 North, Range 70 West, at a point whence the SE Corner of said Section 5 bears S 37°27′30″ E 3,647.5 feet. The exchanged water may also be diverted from the Munroe Gravity Canal into the Pleasant Valley Pipeline, which will begin on the south bank of the Munroe Gravity Canal in the SW 1/4 of the SE 1/4 of Section 3, Township 8 North, Range 70 West, at a point 1,950 feet West and 320 feet North of the SE Corner of Section 3, Township 8 North, Range 70 West, and will extend generally southward to the Soldier Canyon Filter Plant, located in the NE 1/4 of Section 7, Township 7 North. The source of supply is from the Cache la Poudre River. N. Fort Collins Pipeline intake, located in the SE 1/4 of Section 32, Township 9 North, Range 70 West, being more particularly described as follows: considering the East line of said SE 1/4 as bearing N 7°49′9″ E, and with all bearings contained therein relative thereto; commencing at the SE Corner of said Section 32: thence N 4°32′46″ E 1,335.13 feet to the center of said pipeline intake. The Fort Collins Pipeline intake point of diversion will be used to convey water to (i) the Soldier

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Canyon Filter Plant pursuant to the existing Fort Collins Pipeline; and (ii) the Milton Seaman Reservoir Enlargement, a proposed enlargement of the existing Milton Seaman Reservoir, as is more particularly described in paragraph 7.C. above, pursuant to a new structure to be constructed at the existing diversion for the Fort Collins Pipeline. O. City of Greeley Pipeline, a.k.a. the Greeley Filters Pipeline. The point of diversion for the City of Greeley Pipeline is at the NE abutment of the City of Greeley Pipeline Diversion Dam located approximately 1,825 feet South and 1,955 feet West of the NE Corner of Section 15, Township 8 North, Range 70 West. The Greeley Pipeline Diversion Dam is located in the SW 1/4 of the NE 1/4 of the SW 1/4 of the NE 1/4 of Section 15, Township 8 North, Range 70 West. The pipeline takes its supply from the Cache la Poudre River. P. Larimer County Canal, located on the north bank of the Cache la Poudre River at a point 610 feet North and 1,540 feet East of the SW Corner of Section 13, Township 8 North, Range 70 West. Q. Poudre Valley Canal, located 1,020 feet North and 160 feet East of the SW Corner of Section 10, Township 8 North, Range 70 West. R. Grey Mountain Diversion, a proposed diversion to be located at the Grey Mountain Dam axis in Section 9, Township 8 North, Range 70 West, being more particularly described as follows: considering the West line of the NE 1/4 of said Section 9 as bearing S 00�28′33″ E as determined by solar observation, and with all bearings contained herein relative thereto: beginning at the SW Corner of the NE 1/4 of said Section 9; thence S 27�19′28″ E 502.44 feet to a point on the centerline of said dam with axis bearing N 87�32′26″ E, said point also being at the intersection of the centerline of the Cache la Poudre River Channel. S. Jackson Ditch, also sometimes called the Dry Creek Ditch, located 1,742 feet North and 1,003 feet East of the SW Corner of Section 30, Township 8 North, Range 69 West. T. Larimer and Weld Canal (a.k.a. the Eaton Ditch), located on the east bank of the Cache la Poudre River at a point 460 feet North and 2,150 feet East of the SW Corner of Section 34, Township 8 North, Range 69 West. U. New Cache la Poudre Irrigating Company Canal (a.k.a. the Greeley No. 2 Canal), the headgate of which is located in the SW 1/4 of the SE 1/4 of NE 1/4 of Section 11, Township 6 North, Range 68 West, located approximately 2550 feet South and 1110 feet West of the NE Corner of said Section 11. V. Fossil Creek Reservoir, located in portions of Sections 9, 10, 15, 16 and 17, Township 6 North, Range 68 West. APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, INCLUDING STORAGE. 8. Without affecting any other rights that Greeley may claim to exchange water, Greeley claims the following exchanges of water, providing substitute supplies in accordance with the provisions of Sections 37-80-120(2), (3) and (4), and 37-83-104, C.R.S., at the following exchange points, at the maximum rate of flow available, and up to the rates listed below. A. Name of water rights claimed: Greeley’s WSSC Exchanges. B. Exchange-From Points (Location where water is provided in substitution and/or exchange): All of the exchange-from points are located west of the 6th P.M., in Larimer County, Colorado. i. Confluence of the Laramie River and the Nunn Creek. Maximum exchange rate claimed: 288 cfs. ii. Confluence of the Cache la Poudre River and the North Fork of the Cache la Poudre River. Maximum exchange rate claimed: 500 cfs. iii. Larimer County Canal, described in paragraph 7.P. above. Maximum exchange rate claimed: 500 cfs. iv. Hansen Supply Canal, located in the NW 1/4 of the SW 1/4 of Section 14, Township 8 North, Range 70 West, at a point approximately 1,936 feet from the south line and 210 feet from the west line of said section. Maximum exchange rate claimed: 500 cfs. C. Exchange-To Points (Locations where water is diverted by exchange): All of the exchange-to points are located west of the 6th P.M., in Larimer County, Colorado. i. Halligan Reservoir, as the same may be enlarged, described in paragraph 7.D. above. Maximum exchange rate claimed: 500 cfs. ii. North Poudre Canal, the decreed point of diversion of which is located on the North Fork of the Cache la Poudre River at a point 1,080 feet West and 170 feet North of the SE Corner of Section 12, Township 10 North, Range 71 West, taking its supply from the North Fork of the Cache la Poudre River. Maximum exchange rate claimed: 304 cfs. iii. Milton Seaman Reservoir, as the same may be enlarged, described in paragraph 7.C. above. Maximum exchange rate claimed: 500 cfs. iv. Laramie River Tunnel,

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a.k.a. the Laramie Poudre Tunnel. The intake or point of beginning is on the east bank of the Laramie River, near the mouth of West Fork, and in the NE 1/4 SW 1/4 of Section 7, Township 8 North, Range 75 West, from which point it passes through and under the Green Mountains to the Cache la Poudre River. Maximum exchange rate claimed: 50 cfs. v. The point of diversion of the Columbine Ditch. The Columbine Ditch commences at a point in Section 35, Township 10 North, Range 75 West, from whence the NW Corner of said Section 35 bears North 37�6′ West 3045 feet, taking its supply from an unnamed tributary to Deadman Creek. Maximum exchange rate claimed: 60 cfs. vi. The point of diversion of the Deadman Ditch (a.k.a. Deadman Creek Ditch), located in the SW 1/4 of the SW 1/4 of Section 14, Township 10 North, Range 75 West, at a point approximately 1,269 feet from the south line and 101 feet from the west line of said section, taking its supply from Deadman Creek. Maximum exchange rate claimed: 288 cfs. vii. The point of diversion of Bob Creek Ditch, the headgate of which is located on the left bank of Bob Creek, also sometimes known as Nunn Creek, from which stream said ditch diverts its supply of water, together with certain other unnamed tributaries to said Nunn Creek along the course of said ditch, whence the NW Corner of Section 3, Township 9 North, Range 75 West, bears North 39�40′ West 2195 feet. Maximum exchange rate claimed: 60 cfs. viii. Munroe Gravity Canal (a.k.a. the North Poudre Supply Canal), described in paragraph 7.M. above. Maximum exchange rate claimed: 398 cfs. ix. The Fort Collins Pipeline intake, described in paragraph 7.N. above. Maximum exchange rate claimed: 35 cfs to the Soldier Canyon Filter Plant and up to 100 cfs to the Milton Seaman Reservoir Enlargement. x. Poudre Valley Canal, described in paragraph 7.Q. above. Maximum exchange rate claimed: 500 cfs. xi. City of Greeley Pipeline, described in paragraph 7.O. above. Maximum exchange rate claimed: 36 cfs. xii. Pleasant Valley and Lake Canal, the headgate of which is located on the south side of the Cache la Poudre River about three and one-half miles west of the Town of Laporte, on the Cache la Poudre River, on a slough of said river, about the center of the SW 1/4 of Section 14, Township 8 North, Range 70 West, 12 chains and 90 links East of the SW 1/4 corner of said 1/4 section. The source of supply is from the Cache la Poudre River. Maximum exchange rate claimed: 131 cfs. xiii. Grey Mountain Diversion, described in paragraph 7.R. above. Maximum exchange rate claimed: 500 cfs. xiv. The Poudre Valley Canal and proposed Grey Mountain Diversion points of diversion by exchange, as well as the North Poudre Supply Canal, which was listed as an exchange-to point in the original application, will be used to convey water to the proposed Glade Reservoir, described in paragraph 7.B. above. xv. Larimer County Canal, described in paragraph 7.P. above. Maximum exchange rate claimed: 500 cfs. D. Source of substitute supply: The sources of substitute water supply for these exchanges include: i. Water yielded from the 16.625 Shares and the Additional Shares; ii. Transbasin water yielded from 75 shares of class B common stock in the Windsor Reservoir and Canal Company that entitle Greeley to the portion of the water from the Laramie River System to which Windsor Reservoir and Canal Company is entitled by virtue of its ownership of stock in the Tunnel Water Company, as such water rights are more particularly described in the application filed in Case No. 06CW258, Water Division No. 1; iii. Water available pursuant to Greeley’s interest in Colorado Big-Thompson allotment contracts and water rights decreed to the Windy Gap Project, transmountain water diversion projects that deliver water from the Colorado River basin to the South Platte River basin; and iv. Any water rights or rights to water now owned or in the future acquired by Greeley to the extent they are or become decreed for such use. E. Rate of exchange: Greeley claims a maximum simultaneous rate of exchange of 500 cfs, conditional, for the above described exchanges. F. Appropriation date claimed: December 13, 2006. The appropriation was initiated by formation of the requisite intent to appropriate together with overt acts manifesting such intent, including but not limited to, acquisition of the 16.625 Shares to be used as a source of substitute supply, passage of resolutions by the Board of Directors of the Greeley Water and Sewer Board confirming the intent to appropriate, field work and engineering studies related to the claimed exchanges, and posting of signs at or near the claimed exchange points. G. Uses. All uses described in paragraph 6 above,

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by direct use or by storage at the reservoirs listed above and subsequent release. 9. Name and address of the owner of land upon which any new diversion or storage structure or modification to any existing diversion or storage structure is or will be constructed, or upon which water is or will be stored: A. Overland Trail Reservoirs: Mark Linder, 4355 W. County Road 50E, Fort Collins, CO 80521; Joseph and Daniel A. Glass, 1331 North Taft Hill Road, Fort Collins, CO 80521; Kenneth Hilt, 1429 North Taft Hill Road, Fort Collins, CO 80521-1334; Alvin and Florence Treiber, 3509 Arapahoe Drive, Fort Collins, CO 80521; James and Joyce Warson, 67-1066 Palekaikou Trail, Kamuela, HI 96743; Fort Collins-Loveland Water District, 4700 South College Avenue, Fort Collins, CO 80525; North Weld County Water District, 33247 Highway 85, Lucerne, CO 80646; East Larimer County Water District, P.O. Box 2044, Fort Collins, CO 80522. B. Glade Reservoir: Craig Schindler Zimmerman and Toni Schindler, 4826 Totonka Trail, Laporte, CO 80535; United States of America, Bureau of Land Management, General Delivery, Washington, DC 20090; Northern Colorado Water Conservancy District, 220 Water Avenue, Berthoud, CO 80513; Weaver Ranch, Inc., 3000 W. County Road 70, Fort Collins, CO 80521; Frank/Kacia Homolka, 4747 Totonka Trail, Laporte, CO 80535; Delores Barger, 11585 N. Highway 287, Laporte, CO 80535; William Porter, 5240 County Road 56, Laporte, CO 80535; Patricia Degood, 2015 N. Garfield Ave., Loveland, CO 80538; Mitchell Catron, 7751 Arapahoe Valley Road, Laporte, CO 80535; Jim Striggow, Priscilla Huston and Amanda/Brad Baldwin, 9720 N. Highway 287, Laporte, CO 80535; State Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203; State School Land Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203; Sherry Graves, 1133 Heatherwood Lane, Fort Collins, CO 80525; Jim Striggow, 4717 W. Lakeview Drive, Fort Collins, CO 80526; Constance Hunter, c/o William Porter, 5240 W. County Road 56, Laporte, CO 80535; AAT Communications Corporation, 517 Route 1 South, Iselin, NJ 08830. C. Milton Seaman Reservoir: Bureau of Reclamation, 11056 W. County Road 18E, Loveland, CO 80537; United States Department of Agriculture, Forest Service, Inspector General, 2150 Centre Avenue, Building E, Fort Collins, CO 80526; Katherine and David Lunn, 6066 Obenchain Road, Laporte, CO 80535; Larry D. Johnson Living Trust, 6074 Obenchain Road, Laporte, CO 80535-9723; State Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203; United States of America, Arapahoe/Roosevelt National Forest, 2150 Centre Avenue, Building E, Fort Collins, CO 80526-8119; City of Fort Collins Water Department, Attn: Natural Resources, P.O. Box 580, Fort Collins, CO 80522; State of Colorado, Department of Natural Resources, 6060 Broadway Avenue, Denver, CO 80216. D. Halligan Reservoir: State of Colorado, Division of Wildlife, 6060 Broadway Avenue, Denver, CO 80216; United States of America Bureau of Land Management, General Delivery, Washington, DC 20090; North Poudre Irrigation Company, 3729 Cleveland Avenue, Wellington, CO 80549; The Landowners’ Association for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525; Free Enterprises, Inc., c/o Lee Stark, 1803 Garfield Avenue, Loveland, CO 80537; TJ Mac, Ltd., P.O. Box 9, Greeley, CO 80632-0009; Gary and Mary Packard, 5142 Eagle Lake Drive, Fort Collins, CO 80524; Meadow Creek Cabin Association, LLC, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525. E. Peterson Lake Reservoir: United States of America, Arapaho/Roosevelt National Forest, 2150 Centre Avenue, Building E, Fort Collins, CO 80526. F. Twin Lakes Reservoir: United States of America, General Delivery, Washington, DC 20410. G. Hourglass Reservoir: Hourglass Lake, LLC, c/o Larry Dale, 2521 Juniper Ct., Golden, CO 80401. H. Comanche Reservoir: United States of America, General Delivery, Washington, DC 20410. I. Rockwell Reservoir: United States of America, General Delivery, Washington, DC 20410. J. Fort Collins Pipeline diversion: City of Fort Collins, Attn: Real Estate, P.O. Box 580, Fort Collins, CO 80522. K. Fossil Creek Reservoir: North Poudre Irrigation Co, 3729 Cleveland Ave., Wellington, CO 80549.

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07CW191 DONALD R. AND LISA A. KNIGHT, 850 W. Dry Creek Rd., Littleton, CO 80120. Telephone: (303) 798-7798. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: Prebeck well. Date of original decree: 07/30/2001 in Case No. 96CW1054 in Water Division 1. Legal description: NE1/4, SW1/4, S13, T9S, R74W of the 6th PM at a distance 2015 feet from South and 2565 feet from West. Street address: 20 Bear Gulch Way, Jefferson, CO 80456. Subdivision: Lost Park Ranch; Lot 141; Filing 1. Source: groundwater. Appropriation date: 06/30/1977. Amount: .033 cubic feet per sec. (15 gpm). Use: Household use only in a single family dwelling, not including irrigation. Depth: 480 feet. 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: Well Permit #60940 was received by State Engineer on 03-23-04. The well was completed at a depth of 480 feet. It has been in use for the purpose stated above at a single family residence since 5/2005. If claim to make absolute; Date water applied to beneficial use: 06/30/1977. Amount: 1.25 gal/min. Use: Household use only in a single family dwelling. Description of place of use where water is applied to beneficial use: Lot 141, Lost Park Ranch, Filing No. 1, County of Park, State of Colorado a/k/a 20 Bear Gulch Way, Jefferson, CO 80456. 07CW192 LEE D. AND ANNE TEDESCO, 11042 WCR 96, NUNN, CO 80648. Telephone: (970) 897-2414. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY. Well, permit 257949 located NW1/4, NW1/4, S12, T8N, R67W of the 6th PM at a distance 1200 feet from North and 850 feet from West. Source: groundwater. Depth: 300 ft. Date of appropriation: 06/30/04. How appropriation was initiated: Colorado State Well permit issued. Date water applied to beneficial use: 07/29/04. Amount claimed: 15 gpm Absolute. Name of Aquifer: Laramie Fox Hills. Amount claimed in acre feet annually: 3. Area of lawns and gardens irrigated: 2A. If non-irrigation, describe purpose fully: Home, domestic animals, livestock, trees and shrubs. 07CW193 ROBERT and MARY E. GIBBS, PO Box 2239, Breckenridge, CO 80424. Telephone: 970-977-0005. Stephen J. Sullivan, Esq., Welborn Sullivan Meck & Tooley, P.C., 821 17th Street, Suite 500, Denver, CO 80202. Telephone: 303-830-2500. APPLICATION FOR FINDING OF DILIGENCE in PARK COUNTY, COLORADO. Name of Structure: Gibbs well. Legal description: NE 1/4 of the NW 1/4, Section 1, Township 8 South, Range 76 West, Principal Meridian 6th P.M. at a distance 160 feet from North and 2115 feet from West. Street address: 543 Georgia Pass Lookout. Source: groundwater. Appropriation Date: May 31, 1979. Amount: .033 cubic feet per second (15 gpm). Use: household only in a single-family dwelling not including irrigation. Return flow from such uses shall be returned to the same stream system in which the well is located. Depth: Approximately 500 feet. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application if water to a beneficial use as conditionally decreed: Under this decree the water will be used only in a single-family dwelling not including irrigation on property in rural Park County. No dwelling currently exists on the property. Residential zoning has been obtained for the property and an access road has been constructed to the property. Preliminary engineering and design work has been completed. Applicants intend to begin construction of the dwelling and the well within two years. Applicants filed a Water Well Permit Application with the Colorado Division of Water Resources in August 2007, and have retained Delta SubOne Drilling Service. 07CW194 RICHARD AND DARLENE PIERCE, 15003 E. 11TH AVE., AURORA, CO 80011. Telephone: (303) 363-9649. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: Well. Date of original decree: 07/31/01 in Case No. 96CW1027 in Water Division 1. Legal description: NW1/4, NE1/4, S3, T10S, R75W of the 6th PM at a distance 905 feet from North and 1420 feet from East. Street address: 830 Hawk Way, Jefferson,

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CO 80456. Subdivision: Elkhorn Ranches, Lot 61, Filing 5. Source: groundwater. Appropriation date: 12/31/75. Amount: 15. Use: Household use only single family unit. Depth: 470 ft. Well has been drilled, permit #63968F. If claim to make absolute; Date water applied to beneficial use: 01/04/07. Amount: 5. Use: Household. 07CW195. Application for Surface Water Rights and Storage Right of: Terri K. Ungerman and Shani A. Brewster in Park County, Colorado. I. NAME, ADDRESS, AND TELEPHONE NUMBER OF APPLICANTS. Teri K. Ungerman, P.O. Box 842, Westcliffe, Colorado 81252; Shani A. Brewster, 523 Redwood Circle, Berthoud, Colorado 80513. NAME, ADDRESS AND TELEPHONE NUMBER OF ATTORNEYS FOR APPLICANTS. Felt, Monson & Culichia, LLC, David M. Shohet, #35154, James G. Felt, #4369, 319 N. Weber Street, Colorado Springs, Colorado 80903, (719) 471-1212, Email: dms@fmcwater.com. II. APPLICATION FOR SURFACE WATER RIGHTS IN PARK COUNTY. A. Meacham Spring. 1. Name of Structure: Meacham Spring. 2. Legal Description of Point of Diversion: Meacham Spring is located in the Southeast Corner of the Northwest Corner of Section 19, Township 14 South, Range 74 West of the 6th P.M., approximately 2,220 feet from the west line and 1,820 feet from the north line of said Section 19. See attached Exhibit A Map. 3. Source: Natural seeps and springs, tributary to an unnamed intermittent gulch, tributary to Buffalo Gulch, tributary to the South Platte River. 4. Date of Initiation of Appropriation: The appropriation date for this water right is September 14, 1982. 5. Amount Claimed: 5 g.p.m., absolute. 6. Uses: Stockwater, wildlife, and fire protection, absolute. 7. Remarks: Meacham Spring diverts natural seeps and springs through a pipeline, and diverts such collections approximately 200 feet away from the point of diversion into a 1000 gallon stock tank. This tank subsequently flows beyond the capacity of said stock tank and returns water to the ground approximately 2000 feet from said stock tank. Meacham Spring is located and the waters therefrom are used exclusively upon the lands of the Applicants. B. Shani Spring. 1. Name of Structure: Shani Spring. 2. Legal Description of Point of Diversion: Shani Spring is located in the Southwest Corner of the Southeast Corner of Section 19, Township 14 South, Range 74 West of the 6th.PM., approximately 1,570 feet from the east line and 490 feet from the south line of said Section 19. See attached Exhibit A Map. 3. Source: Natural seeps and springs, tributary to an unnamed intermittent gulch, tributary to Buffalo Gulch, tributary to the South Platte River. 4. Date of Initiation of Appropriation: The appropriation date for the absolute water right is September 14, 1982. The appropriation date for the conditional water right is August 30, 2007, initiated by the filing of this application. 5. Amount Claimed: 6 g.p.m., absolute. 25 g.p.m., conditional. 6. Uses: Stockwater, wildlife, and fire protection, absolute. Piscatorial, recreation, landscape irrigation of not more than one acre of land, and fish propagation, conditional. 7. Remarks: Shani Spring diverts natural seeps and springs through a pipeline, and diverts such collections approximately 75 feet away from the point of diversion into a 1000 gallon stock tank. This tank subsequently flows beyond the capacity of said stock tank and returns water to the ground approximately 1000 feet from said stock tank. Shani Spring is located and the waters therefrom are used exclusively upon the lands of the Applicants. C. Debra Spring. 1. Name of Structure: Debra Spring. 2. Legal Description of Point of Diversion: In the Southeast 1/4 of the Northeast 1/4, Section 19, Township 14 South, Range 74 West of the 6th P.M., approximately 640 feet from the east line and 1,865 feet from the north line of said Section 21. See attached Exhibit A Map. 3. Source: Natural seeps and springs, tributary to Buffalo Gulch, tributary to the South Platte River. 4. Date of Initiation of Appropriation: September 14, 1982. 5. Amount Claimed: 4 g.p.m., absolute. 6. Uses: Stockwater, wildlife, and fire protection, absolute. 7. Remarks: Debra Spring diverts natural seeps and springs through a pipeline, and diverts such collections at approximately the point of diversion into a 1000 gallon stock tank. This tank subsequently flows beyond the capacity of said stock tank and returns water to the ground in the approximate location of said

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stock tank. Debra Spring is located and the waters therefrom are used exclusively upon the lands of the Applicants. D. Terri Spring. 1. Name of Structure: Terri Spring. 2. Legal Description of Point of Diversion:In the Southeast 1/4 of the 1/4 Southeast 1/4, Section 19, Township 14 South, Range 74 West of the 6th P.M., approximately 350 feet from the east line and 25 feet from the south line of said Section 19. See attached Exhibit A Map. 3. Source: Natural seeps and springs, tributary to an unnamed intermittent gulch, tributary to Buffalo Gulch, tributary to the South Platte River. 4. Date of Initiation of Appropriation: August 30, 2007. Appropriation was initiated by the filing of this application. 5. Amount Claimed: 25 g.p.m., conditional. 6. Uses: Stockwater, wildlife, piscatorial, recreation, landscape irrigation of not more than one acre of land, and fish propagation, conditional. 7. Remarks: Terri Spring will collect natural seeps and springs into a into Shani Pond. Terri Spring is located and the waters therefrom are used exclusively upon the lands of the Applicants. III. APPLICATION FOR STORAGE RIGHT. 1. Name of Reservoir: Shani Pond. 2. Legal Description of Location of Shani Pond: Shani Pond will be located on Applicants’ property in the Southwest 1/4 of the 1/4 Southeast 1/4, Section 19, Township 14 South, Range 74 West of the 6th P.M., with the center of the dam located approximately 1750 feet from the east line and 700 feet from the south line of said Section 19. See attached Exhibit A Map. 3. Source: Shani Pond will be an on-channel reservoir which impounds the waters of Shani Spring and Terri Spring. 4. Date of Appropriation: August 30, 2007. Appropriation was initiated by the filing of this application. 5. Amount Claimed in Acre Feet: 10 acre feet, conditional. 6. Use: Fire protection, wildlife, piscatorial, recreation, landscape irrigation of not more than one acre of land, and fish propagation. 7. Pond Specifications: Shani pond will not exceed a vertical height of10 feet from the bottom of the spillway, with a width not to exceed 100 feet. 8. Total Capacity of Reservoir: 10 acre feet. 10 acre feet active storage. 9. Names and Addresses of Owners Upon Which Any Structure is or will be Located: Applicants own the land where Shani Pond will be located. 07CW196 CHARLES W. AND JOAN LYNN HASSTEDT, 8735 Hilltop Road, Parker, CO 80134, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, Bradford Benning, Atty. Reg. #31946, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFER, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 51.4 acres of land located in the SE1/4 of Section 36, T6S, R66W of the 6th P.M., as described and shown on Attachment A hereto. Applicants Charles and Joan Lynn Hasstedt are joint owners of 27.6 acres; Applicant Charles Hasstedt is the owner individually of 14.1 acres; and Applicant Joan Lynn Hasstedt is the owner individually of 9.7 acres of the Subject Property, as shown on Attachment A. Applicants will own the groundwater under their respective parcels. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the subject aquifers underlying the Subject Property is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property. Saturated Estimated Aquifer Thickness Annual Amount Lower Dawson 133 feet 13.6 acre-feet

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Denver 262 feet 22.9 acre-feet Arapahoe 268 feet 23.4 acre-feet Laramie-Fox Hills 209 feet 16.0 acre-feet 6. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with Section 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to Sections 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicants have estimated the amounts of water available for withdrawal from the subject aquifers based on estimates of relative values for specific yield and saturated thicknesses, Applicants request the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. 07CW197 NANCY M. KING, NANCY M. KING TRUST, AND PAUL W. KING TRUST, 625 Happy Canyon Road, Castle Rock, CO 80108, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, Bradford Benning, Atty. Reg. #31946, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY LOWER DAWSON AND DENVER AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 86.2 acres of land located in the N1/2 of Section 15, T7S, R67W of the 6th P.M., as described and shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. Applicants own parts of the Subject Property as shown on Attachment A, and will own the groundwater underlying their respective parcels. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Lower Dawson and Denver aquifers is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property: Saturated Estimated Aquifer Thickness Annual Amount Lower Dawson 168 feet 29 acre-feet (NNT) Denver 297 feet 43 acre-feet (NNT)

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Arapahoe 359 feet 52 acre-feet (NT) Laramie-Fox Hills 173 feet 22 acre-feet (NT) Applicants may reserve part of the Lower Dawson and Denver aquifer water for use through exempt wells. 6. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicants have estimated the amounts of water available for withdrawal from the subject aquifers, Applicants request the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. 07CW198 Aggregate Industries-WCR, Inc., 1707 Cole Blvd., Ste. 100, Golden, Colorado 80401 (c/o Timothy J. Flanagan, 1640 Grant Street, Denver, Colorado 80203). CONCERNING THE APPLICATION FOR APPROVAL OF A PLAN OF AUGMENTATION OF AGGREGATE INDUSTRIES-WCR, INC., A COLORADO CORPORATION IN ADAMS COUNTY. Teti Pit; Teti Pit is an off-channel, reclaimed but unlined gravel pit which is located approximately 1,200 feet east of the South Platte River. The Teti Pit is located at the northwest corner of 84th Avenue and Dahlia Streets in Commerce City, Colorado, but has no regular street address. The Teti Pit is a below grade structure with approximately 7.68 exposed surface acres and is located in parts, but not all of SE1/4 of the SE1/4 of Section 19 and the SW1/4 of the SW1/4, Sec 20, Township 2 South, Range 67 West of the 6th P.M., Adams County, Colorado (See also Ex. A, which is a site map that depicts the relative location of the Teti Pit). The source of the groundwater in the Teti Pit is tributary groundwater to the South Platte River. AI’s consultants, the Applegate Group, has computed the augmentation requirements for the Teti Pit and the monthly evaporation and stream depletions are set forth on the attached table, which is Exhibit B. That Exhibit also includes the calculation and assumptions used to compute the annual lake evaporation of approximately 20 acre-feet. AI has acquired a perpetual effluent water lease from the City of Westminster dated May 22, 1998 which provides approximately 290 acre-feet of consumable effluent water to AI from either the Big Dry Creek Water Treatment Plant or the Metropolitan Denver Wastewater Reclamation’s Sewage Treatment Plant at specified flow rates. The Denver Metro Plant is located approximately 4 miles upstream of the Teti Pit on the South Platte River. AI intends to replace the approximate 20 acre-feet of Teti depletions with effluent discharges of the City of Westminster from the Denver Metro Plant as indicated on the attached Exhibit B by a permanent dedication of the necessary amounts of replacement water. This plan will confirm an administrative practice that has been reviewed and approved annually by the State Engineer as part of several of AI’s annual “substitute water supply plan” for various locations, including Teti Pit. AI acquired the decree entered in Case No. 90CW079 of December 23, 1991 from Walt Flanagan which quantified the deep bedrock (Senate Bill 5) water underlying the lands as reflected in Exhibit A. The overlying land and reservoirs have been sold to the City of Thornton and are known as the North and South Dahlia Pits. The amount of water that may be applied as an alternative water source in this plan for augmentation

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is quantified in the table below. AI would like to have the flexibility to use this water as an alternative augmentation source. AI has reserved a drill site location as shown on Exhibit A to be utilized in the event the AI decides to drill a well or series of wells to access the deep bedrock aquifer water quantified in Case No. 90CW079.

While AI intends to augment the depletions caused by surface evaporation from the Teti Pit with the Westminster effluent discharges described above, AI does want to reserve as an alternative the right to make up those depletions by pumping a portion of its non-tributary water decreed in Case No. 90CW079 and placing those calculated amounts directly into the Teti Pit or the South Platte River . That non-tributary groundwater previously quantified includes:

FORMATION ACRE-FEET

A. Lower Arapahoe 2,886

B. Laramie-Fox Hills 7,372

TOTAL: 10,258

This Application does not seek to change any of the terms or conditions of the Decree in Case No. 90WC079 and will only allow the Applicant to use approximately 20 acre-feet per year of the non-tributary groundwater to replace surface evaporations from Teti Pit (when constructed) in accordance with Exhibit B. The Applicant requests this Court to grant a Decree granting the rights requested herein; and the Applicant further requests this Court also grant such additional relief as it deems necessary and appropriate to further the purposes of the rights requested herein.

Month

Percent of Annual

Evaporation (A)

Gross Lake

Evaporation (B)

Precipitation (in)

(C)

Effective Precipitati

on (ft) (D)

Net Lake Evaporation (acre-ft/acre)

(E)

Total Lake

Evaporation (ac-ft)

(F)

Stream Depletion (ac-ft)

(G)

Jan 3.0% 0.11 0.51 0.03 0.08 0.58 0.87

Feb 3.5% 0.12 0.58 0.03 0.09 0.68 0.87

Mar 5.5% 0.19 1.28 0.07 0.12 0.91 0.97

Apr 9.0% 0.32 1.79 0.10 0.21 1.62 1.33

May 12.0% 0.42 2.43 0.14 0.28 2.14 1.75

Jun 14.5% 0.51 1.73 0.10 0.41 3.12 2.37

Jul 15.0% 0.53 1.99 0.12 0.41 3.14 2.68

Aug 13.5% 0.47 1.68 0.10 0.37 2.88 2.66

Sep 10.0% 0.35 1.14 0.07 0.28 2.18 2.33

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Oct 7.0% 0.25 0.98 0.06 0.19 1.44 1.84

Nov 4.0% 0.14 0.84 0.05 0.09 0.70 1.29

Dec 3.0% 0.11 0.53 0.03 0.07 0.57 0.98

Total 100% 3.50 15.49 0.90 2.60 19.94 19.94

Net Lake Surface = 7.68 acres Annual Precipitation = 15.49 in/yr Gross Annual Evaporation = 42 in/yr LEGEND:

(A) Percent of annual evaporation from SEO guidelines for elevations <6,500 feet (B) Gross lake evaporation, (B) = (A) *[gross annual evaporation/12]

Taken from NOAA Technical Report NWS 33 (C) Precipitation data from Denver WFSO weather station (1948-2006) (D) Effective precipitation, (D) = [(C)/12] * 70% (E) Net lake evaporation, (E) = (B) – (D) (F) Total lake evaporation, (F) = (E) * exposed surface area (G) Calculated from Glover model using the following factors: Distance to Stream = 1200 ft,

Transmissivity = 170,000 gpd/ft, Storativity = 0.2, Dist of No-flow boundary = 14,300 ft.

07CW199, Colorado Turf, Inc., Attn: Anna Maria Taylor, 13210 Sable Blvd., Brighton, CO 80601, (303) 659-5722. (Steven P. Jeffers, Esq. and Mark D. Detsky, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900). APPLICATION FOR DETERMINATION OF NONTRIBUTARY AND NOT NONTRIBUTARY UNDERGROUND WATER RIGHTS IN THE DENVER, UPPER ARAPAHOE, LOWER ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS IN ADAMS COUNTY. 2. Legal Description of the Subject Property: Applicant’s property is comprised of 44 acres located in the W 1/2 NE 1/4 of Section 30, Township 1 South, Range 66 West in the 6th P.M. in Adams County, Colorado (the “Subject Property”). Applicant acquired ownership of the Subject Property by deed dated December 1, 1992, recorded in the real property records of Adams County in Book No. 3999, at Page No. 337. The deed includes a detailed legal description of the Subject Property and is attached as EXHIBIT A. A map of the Subject Property is attached as EXHIBIT B. 3. Well Permits: No wells or well permits currently exist for nontributary or not nontributary water on the Subject Property. Well permits for the wells to be constructed pursuant to this application shall be applied for at such time as the Applicant or its successors, heirs or assigns are prepared to construct the wells pursuant to the terms of the decree in this matter and applicable Colorado law. 4. Proposed Wells: Applicant claims the right to drill and complete such wells as may be needed or desired anywhere on the Subject Property to recover and use all physically and legally available water from the Denver, Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers as claimed herein. 5. Source of Water: 5.1 The ground water to be withdrawn by Applicant from the Denver aquifer and the Upper Arapahoe aquifer is not nontributary as defined in Section 37-90-103(10.7), C.R.S. Upper Arapahoe water is located more than one mile from any point of contact between any natural stream, including its alluvium. The ground water to be withdrawn from the Lower Arapahoe and Laramie-Fox Hills aquifers under the Subject Property is nontributary ground water as that term is defined in Section 37-90-103(10.5), C.R.S. Applicant will comply with requirements to relinquish to the surface stream system two percent of all such nontributary ground water withdrawn on an annual basis.

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Otherwise, said water may be fully consumed to extinction for all beneficial uses. 5.2 Estimated Depth: Wells will be completed to the bottom of each of the aquifers, which Applicant estimates to be approximately 50 feet below land surface in the Denver aquifer, 250 feet below land surface in the Upper Arapahoe aquifer, 650 feet below land surface in the Lower Arapahoe aquifer, and 1,200 feet below surface in the Laramie Fox-Hills aquifer. The depths are approximate and are based on geologic and topographical information available from the Colorado State Engineer’s office. Actual well completion depths may vary from this estimate based on the actual conditions below the overlying land. 6. Estimated Amount and Rate of Withdrawal: The wells will withdraw ground water at a rate of flow necessary to efficiently withdraw the entire decreed amount in each aquifer. The estimated average annual amounts of ground water available for withdrawal by the Applicant are based upon information contained in the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following values and average annual amounts are representative of the subject aquifers at this location: Aquifer

Acres

Saturated Sand Thickness (ft.)

Specific Yield (%)

Annual Average Withdrawal (acre feet)

Denver 44 50 0.17 3.74

Upper Arapahoe 44 50 0.17 3.74

Lower Arapahoe 44 100 0.17 7.48

Laramie-Fox Hills 44 150 0.15 9.9

7. Well Field: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available ground water lying below the Subject Property through wells located anywhere on the Subject Property which may be completed in the future, as Applicant’s well field. Applicant will file applications with the State Engineer pursuant to § 37-90-137(10), C.R.S. prior to construction of any wells. 8. Proposed Uses: Applicant intends to use, reuse, and successfully use; and after use, lease, sell or otherwise dispose of for municipal, domestic, agricultural, commercial, irrigation, stock watering, recreational, fish and wildlife, fire protection and any other beneficial use on or off the Subject Property. The water may be immediately used or stored for subsequent use, used for exchange purposes, for direct replacement of depletions, and for other augmentation purposes, including taking credit for all return flows resulting from the use of such water for augmentation for or as an offset against any out-of-priority depletions. 9. Name and Address of Owner of the Land: Applicant owns all of the Subject Property. 10. Determination Sought Herein: Applicant seeks a determination of the water court as follows: 10.1 That all of the ground water underneath the Subject Property in the Denver, Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers may be withdrawn and used subject to the terms and conditions included in a decree to be entered in this case and any augmentation plan decreed for the Denver or Upper Arapahoe aquifers, and that the Applicant has a vested right to the use of said ground water. 10.2 That Applicant is the owner of the overlying land and is able to adjudicate all such ground water underlying said land. As a result, the average annual amount determined to be available in the decree in this matter can be withdrawn without causing material injury to the vested rights of others, provided that the terms and conditions in said decree are complied with. 10.3 That Applicant has the right to withdraw all of the ground water in the Denver, Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers under the Subject Property through any wells which may be permitted in such aquifers and completed in the future on the Subject Property. 10.4 That Applicant’s initial wells permitted in such aquifers along with any additional wells shall be treated as a well field. 10.5 That each well may withdraw water at

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the rate necessary to withdraw the full allowed annual amount of ground water from the Denver, Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers. 10.6 That Applicant may withdraw more than the average annual amount in each aquifer estimated in this application pursuant to Rule 8.A of the Statewide Nontributary Groundwater Rules, 2 C.C.R. 402-7. 11. Although Applicant has estimated the amount of water available for withdrawal from the Denver, Upper and Lower Arapahoe aquifers, and Laramie-Fox Hills aquifer, Applicant requests the right to revise those estimates upward or downward based on actual data or better data available at the time of withdrawal without the necessity of amending this application or republishing the same. Applicant requests the right to invoke the retained jurisdiction of the Court provided for in Section 37-92-305(11), C.R.S. to adjust the amount of water available for withdrawal from each aquifer. WHEREFORE, Applicant requests this Court to enter a decree: 1. Granting the application herein and awarding final water rights from the Denver, Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers, except as to those issues which the Court will specifically retain jurisdiction; 2. Determining that Applicant has complied with Section 37-90-137(4), C.R.S., and water is legally available for withdrawal by Applicant through the wells proposed herein; 3. Retaining jurisdiction to provide for adjustment of the amount of water available for withdrawal by Applicant from such aquifers based on actual local aquifer characteristics, and authorizing Applicant to invoke the Court’s retained jurisdiction at any time after such data becomes available, pursuant to Section 37-92-305(11), C.R.S.; 4. Determining that the ground water in the Lower Arapahoe and Laramie-Fox Hills aquifers under the Subject Property is nontributary ground water, and vested or conditionally decreed water rights of others will not be materially injured by withdrawal of such ground water; 5. Determining that the ground water in the Denver and Upper Arapahoe aquifer under the Subject Property is not nontributary ground water, which may only be used pursuant to a decreed plan for augmentation. 6. Determining that the allocation of such ground water is not based on appropriations, and no findings of diligence shall be required to maintain these rights; and 7. Such other relief as the Court deems proper in this matter. (11 pages)

07CW200 TURKEY ROCK REC. ASSOCIATION, P.O. Box 10322, Colorado Springs, Colorado 80932, 719-687-0330; North Fork Associates, Inc. and Mountain Mutual Reservoir Company, c/o William M. Blatchley, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227; 303-989-6932. Henry D. Worley, MacDougall, Woldridge & Worley, PC, 530 Communication Circle, Suite 204, Colorado Springs, Colorado 80905. APPLICATION FOR ABSOLUTE WATER STORAGE RIGHTS, FOR CHANGE OF WATER RIGHTS, AND FOR APPROVAL OF PLAN FOR AUGMENTATION INCLUDING APPROPRIATIVE RIGHT OF EXCHANGE in PARK, DOUGLAS and TELLER COUNTIES. I. APPLICATION FOR ABSOLUTE WATER RIGHTS The following eleven reservoirs are all located in Teller County in Section 9, T. 11 S., R. 70 W., 6th P.M. They all claim an appropriation date of September 30, 1968 by reason of completion of construction. All are claimed for recreation and piscatorial purposes, absolute. 1. Christina Lake: A. Location: SW1/4 SE1/4, center of dam is 2280 feet from the east section line and 370 feet from the south section line. B. Height and length of dam: 3.3 feet high; 125 feet in length. C. Capacity: 0.2 AF. D. Surface area: 0.12 acre. 2. Jakcsy Lake: A. Location: SW1/4 SE1/4, 2300 feet from the east section line and 850 feet from the south section line. B. Height and length of dam: 6.4 feet high; 200 feet long. C. Capacity: 0.9 acre foot. D. Surface area: 0.61 acre. 3. Kirby Lake: A. Location: NW/14 SE1/4, 2290 feet from the east section line and 1,500 feet from the south section line. B. Height and length of dam: 5.8 feet high, 190 feet long. C. Capacity: 1.8 acre foot. D. Surface area: 0.82 acre. 4. Taylor Lake: A. Location: NW/14 SE1/4, 2220 feet from the east section line and 1800 feet from the south section line. B. Height and length of dam: 6.3 feet high, 156 feet long. C. Capacity: 1.2 acre feet. D. Surface area: 0.4 acres. 5. Mary Jane Lake: A. Location: NW1/4 SE1/4, 2350 feet from the east section line and 2300 feet from the south section line. B. Height and length of dam: 8.0

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feet high; 134 feet long. C. Capacity: 2.2 acre feet. D. Surface area: 0.6 acre. 6. Rutherford Lake: A. Location: SW1/4 NE1/4, 2140 feet from the east section line and 2580 feet from the north section line. B. Height and length of dam: 3.7 feet high, 126 feet long. C. Capacity: 0.3 acre foot. D. Surface area: 0.13 acre. 7. Elmer Lake: A. Location: SW1/4 NE1/4, 2050 feet from the east section line and 2300 feet from the north section line. B. Height and length of dam: 6.5 feet high, 140 feet long. C. Capacity: 1.1 acre foot. D. Surface area: 0.53 acre. 8. Croak Lake: A. Location: SW1/4 NE1/4, 2250 feet from the east section line and 2000 feet from the north section line. B. Height and length of dam: 6.7 feet high, 70 feet long. C. Capacity: 0.8 acre foot. D. Surface area: 0.27 acre. 9. Alberta Lake: A. Location: SW1/4 NE1/4, 2600 feet from the east section line and 1780 feet from the north section line. B. Height and length of dam: 4.0 feet high, 50 feet long. C. Capacity: 0.8 acre foot. D. Surface area: 0.41 acre. 10. Carter Lake: A. Location: NE1/4 NW1/4, 2300 feet from the west section line and 700 feet from the north section line. B. Height and length of dam: 6.0 feet high, 130 feet long. C. Capacity: 1.5 acre foot. D. Surface area: 0.63 acre. 11. Barnes Lake: A. Location: NE1/4 NW1/4, 2550 feet from the west section line and 360 feet from the north section line. B. Height and length of dam: 6.6 feet high, 166 feet long. C. Capacity: 1.3 acre feet. D. Surface area: 0.42 acre. 5. Names and address of owners of land on which wells and pond are located or are to be located: Same as Applicant, Turkey Creek Rec. Association. II. APPROPRIATIVE RIGHT OF EXCHANGE. 6. Location: from the confluence of the North Fork of the South Platte River and the South Platte River in the SW1/4 SE1/4 Section 25, T. 7 S., R. 70 W., thence up the South Platte River to the confluence with Turkey Creek in the NW1/4 Section 13, T. 10 S., R. 71 W., 6th P.M., in Cheesman Reservoir, thence up Turkey Creek to the point of depletion in the NW1/4 Section 9, T. 11 S., R. 70 W., 6th P.M. 7. Amount: 0.02 cfs maximum. 8. Appropriation date: August 31, 2007, by filing this application in Division 1 Water Court. III. PLAN FOR AUGMENTATION 9. Applicant is the owner of the 11 reservoirs referenced in Part I above. The evaporation from the reservoirs= surface frequently occurs out of priority and must be augmented during those periods. The ponds= total surface area equals 4.94 acres, of which 0.49 acre is considered to have been the original surface of the stream. The balance of 4.45 acres was sub-irrigated willows for which a credit against consumption is claimed. Net annual evaporation is 1.701 acre feet. Transit losses from the replacement sources described herein will equal 0.121 acre foot annually, resulting in a maximum annual water requirement of 1.822 acre feet. 10. Applicants propose to replace depletions with water rights decreed for direct flow during the irrigation season, and water in storage during the non-irrigation season. During the May through October irrigation season, Applicant will use its direct flow water rights described below to replace evaporation in the maximum amount of 0.742 acre foot, plus an additional 0.027 acre foot transit loss. During the November through April period, Applicants will replace maximum evaporation losses of 0.96 acre foot, plus and additional 0.094 acre foot of transit losses. 11. Replacement water. Applicant has contracted with North Fork Associates, LLC to purchase 58.0 shares of stock in Mountain Mutual Reservoir Company, representing a firm annual yield fo 1.822 acre feet. The sources of water from which these shares are derived are as follows : A. Maddox Reservoir. The Maddox Reservoir is located in the NE1/4 SW1/4 Section 22, T. 7 S., R. 73 W., 6th P.M. in Park County, Colorado. It was adjudicated on November 11, 1971 with an appropriation date of May 31, 1905. It is decreed for multiple purposes including irrigation, domestic, fish culture and recreation with a capacity of 54.9 acre-feet. It is filled by the Maddox Reservoir Feeder Ditch which diverts from the North Fork of the South Platte River in the NE1/4 SE1/4 SW1/4 Section 22, T. 7 S., R. 73 W., 6th P.M. and decreed as an alternate point of diversion for the Slaght Ditch. B. Lower Sacramento Creek Reservoir. The Lower Sacramento Creek Reservoir owns and operates the Lower Sacramento Creek Reservoir No. 1. The Reservoir is located in the NE1/4 NW1/4 Section 32 and the SE1/4 SW1/4 Section 29, T. 9 S., R. 77 W., 6th P.M, in Park County, Colorado. North Fork Associates owns 932 shares of a total of 3,700 shares in the Company (a 25.2% interest). The Reservoir was originally decreed with a capacity of 40

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acre feet in Case No. W-7741-74 in Water Division 1 with an appropriation date of July 25, 1974; it was subsequently decreed for use as a recharge facility in Case Nos. 84CW250 and 85CW465 in Water Division 1. The Reservoir=s decreed uses are domestic, municipal, commercial, industrial, irrigation, fish and wildlife propagation, recreation and all other beneficial uses, including exchange to compensate for depletions in the South Platte River and its tributaries. Other co-owners of the Reservoir have transferred water rights to the Lower Sacramento Creek Reservoir No. 1 in which Applicants have no ownership interest. Applicants will reserve 1.054 acre foot of storage in Lower Sacramento Reservoir No. 1 for this augmentation plan, though non-irrigation season replacements may occur from Maddox Reservoir as well. C. Slaght Ditch. In accordance with the Decree entered in CA No. 1678 of Park County District Court, on May 22, 1913, the Slaght Ditch was awarded a direct flow priority of May 1, 1863, for 2.0 cfs for irrigation purposes. The source of water is the North Fork of the South Platte River. The point of diversion for the Slaght Ditch was originally established to be a point on the north bank of the North Fork of the South Platte River in the NE1/4 SE1/4 Section 21, T. 7 S., R. 73 W., 6th P.M., approximately 2060 feet north and 490 feet west of the southeast corner of Section 21. Pursuant to a decree entered by the District Court for Water Division 1 in Case No. 82CW472, on October 3, 1983, the Maddox Reservoir Feeder Ditch was approved as an alternate point of diversion for the Slaght Ditch water right. The point of diversion of the Maddox Reservoir Feeder Ditch is located on the north bank of the North Fork of the South Platte River in the NW1/4 SW1/4 Section 22, T. 7 S., R. 73 W., 6th P.M., approximately 1240 feet east and 1740 feet north of the southwest corner of Section 22. In case No. 79CW339, 0.12 cfs of the Slaught Ditch water right was changed to augmentation, replacement and storage purposes. In Case No. 81CW253, the point of diversion for 0.008 cfs of the Slaght Ditch priority was changed to a new location, with the water continuing to be used for irrigation purposes. Of the remaining 1.872 cfs, 0.481 cfs was transferred by MMRC. D. Mack Ditch No. 2. In accordance with the Decree entered in CA No. 1678 of the Park County District Court on May 22, 1913, the Mack Ditch No. 2 was awarded a direct flow priority on May 1, 1963 for 1.0 cfs for irrigation purposes. The source of water is the North Fork of the South Platte River. The point of diversion for the Mack Ditch No. 2 was originally established to be on the south bank of the North Fork of the South Platte River at a point in the NE1/4 SE1/4 Section 21, T. 7 S., R. 73 W., 6th P.M., Park County Colorado, whence the east quarter corner of said Section 21 bears North 43 degrees East a distance of 984 feet, more or less. By an order of the Park County District Court entered on October 17, 1927, the point of diversion was moved approximately 789 feet upstream to a point on the south bank of the North Fork of the South Platte River in the NE1/4 SE1/4 Section 21, T. 7 S., R. 73 W., 6th P.M., whence the east quarter corner of said Section 21 bears North 79 degrees 30 seconds East a distance of 1292 feet, more or less. In Case Nos. W-7503, W-7548, 80CW080, 80CW455, 81CW143, 81CW298 and 89CW081, a total of 0.1191 cfs of the Mack Ditch No. 2 was transferred out of the Ditch for uses other than irrigation. Of the remaining 0.8809 cfs, 0.44045 cfs was transferred by MMRC. Pursuant to the decree in Case No. 2003CW238, dated October 26, 2006, the historical consumptive use associated with the Slaght Ditch and Mack Ditch No. 2 (ΑSlaght/Mack2 Rights≅) was quantified. The terms and conditions under which the Slaght/Mac 2 Rights are used for augmentation, replacement, exchange and storage purposes were also defined and approved in Case No. 2003CW238, as follows: i. The Slaght/Mack 2 Rights may be left in the stream system to offset depletions form water use by MMRC shareholders. The water may also be stored in the Lower Sacramento Creek Reservoir No. 1 and Maddox Reservoir. ii. The maximum rate of diversion under the Slaght/Mack 2 Rights is 0.5 cfs. Diversions are limited to the period May 1 through October 31 each year. iii. Maximum annual diversions shall be limited to 41 acre feet per year. During any consecutive ten year period, total diversions shall be further limited to 342 acre feet per year. 12. MMRC=s master accounting form will be used to account for out-of-priority evaporation. This accounting aggregates the small augmentation requirements and

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replaces them three times a year, in November, April and October. In a year in which the water rights are never in priority, the replacement amounts (not including the transit losses) would be 0.380 AF in November, 0.579 AF in April and 0.742 AF in October. If there are periods during which the ponds are in priority, there will be no replacement requirement for such periods. 13. Names and addresses of owners of land upon which structures are located: All reservoirs listed in Part I are owned by Applicant. (Application is 7 pages) 2007CW201 (Consolidated 95CW226 and 95CW227) THE CITY OF AURORA, COLORADO, a municipal corporation of the Counties of Adams, Arapahoe, and Douglas, acting by and through its Utility Enterprise (“Aurora”), 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012-1555. Attorneys: John M. Dingess and Stephanie J. Neitzel, Duncan, Ostrander & Dingess, P.C., 3600 S. Yosemite Street, Suite 500, Denver, Colorado 80237-1829 (Telephone: 303-779-0200). APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE PORTIONS OF CONDITIONAL RIGHTS OF EXCHANGE IN ADAMS, ARAPAHOE, DENVER, DOUGLAS, JEFFERSON AND WELD COUNTIES. 1. Introduction: Applicant, Aurora seeks findings of absolute for rights of exchange and a finding of diligence for remaining conditional rights of exchanges, for a total of nine exchanges all decreed conditional in Consolidated Case Nos. 95-CW-226 and 95-CW-227 on August 14, 2001. The exchange reaches extend from either the Metro Wastewater Reclamation District Outfall (located on the South Platte River just above its confluence with Sand Creek) or from the Aurora Sand Creek Wastewater Treatment Plant Outfall on Sand Creek, downstream on said Creek to Sand Creek’s confluence to the South Platte River. The exchange reaches then extend upstream along the South Platte River to either the Burlington Ditch Headgate on said River or to said River’s confluence with Cherry Creek, then upstream on Cherry Creek to either Cherry Creek Reservoir or through said Reservoir to the Aurora Cherry Creek Well Field. These exchanges have an appropriation date of November 27, 1995 for a decreed amount of 25 c.f.s. for each of the individual exchanges and as a cumulative limit for any combination of the exchanges. 2. Structure Names: 2.1. The following points constitute the “exchange to” points for use by Aurora for the exchanges: 2.1.1. The Cherry Creek Well Field. The tributary wells are located in Sections 19 and 30, T5S, R66W, 6th P.M., their original locations are more specifically described as: Location Tying to SE Cor. Sec. 19 Well T5S R66W of the 6th P.M. No. 1 N67° 35' W 350 feet No. 2 N79° 35' W 818 feet No. 3 S66° 15' W 504 feet No. 4 S20° 20' W 821 feet No. 5 S4° 55' W 1428 feet No. 6 S1° 52' W 2544 feet No. 7 N2° W 644 feet 2.1.2. The Cherry Creek Reservoir. The Reservoir outlet works are located on Cherry Creek in the NW 1/4 NE 1/4 of Section 2, T5S, R67W, 6th P.M. The approximate latitude of this point is 39° 39' 08" N and the approximate longitude is 104° 51' 20" W. 2.1.3. The Burlington Ditch Headgate. This headgate is located on the main stem of the South Platte River in the SW 1/4 NE 1/4 of Section 14, T3S, R68W, 6th P.M. The approximate latitude of this point is 39° 47' 31" N and the approximate longitude is 104° 58' 02" W. 2.2. The following structures or points constitute the “exchange from” points for use by Aurora in the exchanges: 2.2.1. The Outfall of the Aurora Sand Creek Wastewater Treatment Plant. The outfall is located on Sand Creek in the NW 1/4 SE 1/4 of Section 26, T3S, R67W, 6th P.M. The approximate latitude of this point is 39° 45' 39" N and the approximate longitude is 104° 51' 22" W. 2.2.2. The Outfall of the Metro Wastewater Reclamation District. The outfall is located on the South Platte River in the SE 1/4 SW 1/4 of Section 1, T3S, R68W, 6th P.M.

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The approximate latitude of this point is 39° 48' 45" N and the approximate longitude is 104° 57' 14" W. 2.2.3. The Confluence of Cherry Creek with the South Platte River. This point is located in NE 1/4 NW 1/4 of Section 33, T3S, R68W, 6th P.M. The approximate latitude of this point is 39° 45' 16" N and the approximate longitude is 105° 00' 29" W. 2.2.4. The Cherry Creek Reservoir. The Reservoir outlet works are located on Cherry Creek in the NW 1/4 NE 1/4 of Section 2, T5S, R67W, 6th P.M. The approximate latitude of this point is 39° 39' 08" N and the approximate longitude is 104° 51' 20" W. 3. Description of Conditional Water Rights: 3.1. Date of Original Decree: August 14, 2001, Consolidated Case Nos. 95-CW-226 and 95-CW-227, District Court, Water Division 1, Colorado (“Original Decree”). The exchanges that are the subject of this Application were the subject of Case No. 95-CW-226. 3.2 Exchange Descriptions and Reach Locations: 3.2.1. Aurora Sand Creek Wastewater Treatment Plant to Aurora Cherry Creek Well Field. Water taken by Aurora from the Cherry Creek Well Field is exchanged with Aurora’s water available from the sources listed in Paragraph 3.3.2.1. 3.2.2. Metro Wastewater Reclamation District to Aurora Cherry Creek Well Field. Water taken by Aurora from the Cherry Creek Well Field is exchanged with Aurora’s water available from the sources listed in Paragraphs 3.3.2.1. and 3.3.2.2. 3.2.3. Confluence of Cherry Creek and the South Platte River to Aurora Cherry Creek Well Field. Water withdrawn from the Cherry Creek Well Field is exchanged with Aurora’s water available from the sources listed in Paragraphs 3.3.2.1. and 3.3.2.2. 3.2.4. Cherry Creek Reservoir to Aurora Cherry Creek Well Field. Water withdrawn from the Cherry Creek Well Field is exchanged with Aurora’s water available from the sources listed in Paragraphs 3.3.2.1., 3.3.2.2. and 3.3.2.3. 3.2.5. Aurora Sand Creek Wastewater Treatment Plant to Cherry Creek Reservoir. Water taken from the Cherry Creek Reservoir is exchanged with Aurora’s water available from the sources listed in Paragraph 3.3.2.1. 3.2.6. Metro Wastewater Reclamation District to Cherry Creek Reservoir. Water taken at the Cherry Creek Reservoir is exchanged with Aurora’s water available from the sources listed in Paragraphs 3.3.2.1. and 3.3.2.2. 3.2.7. Confluence of Cherry Creek and South Platte River to Cherry Creek Reservoir. Water taken at the Cherry Creek Reservoir is exchanged with Aurora’s water available from the sources listed in Paragraphs 3.3.2.1. and 3.3.2.2. 3.2.8. Aurora Sand Creek Wastewater Treatment Plant to Burlington Ditch Headgate. Water taken at the Burlington Ditch Headgate is exchanged with Aurora’s water available from the sources listed in Paragraph 3.3.2.1. 3.2.9. Metro Wastewater Reclamation District to Burlington Ditch Headgate. Water taken at the Burlington Ditch Headgate is exchanged with Aurora’s water available from the sources listed in Paragraphs 3.3.2.1. and 3.3.2.2.3.3. Sources: 3.3.1. Aurora’s water service system includes the following features: 3.3.1.1. Aurora either individually or in cooperation with others is the owner of numerous water rights, water diversion and storage facilities that either arise in or are located within the South Platte River Basin, including the Cherry Creek Well Field described in paragraph 2.1.1., above. The Cherry Creek Well Field is the “exchange to” upstream point for diversion of water for some of the exchanges described in paragraph 3.2., above. The seven tributary wells of the Cherry Creek Well Field were adjudicated in Douglas County District Court, Civil Action No. 3635 on May 18, 1972, appropriation date November 15, 1955. These wells are also named as points of withdrawal in the pending decree in Case No. 2001-CW-284 (approval of plan for augmentation, appropriative rights of exchange and water storage rights), by the Upper Cherry Creek Water Users Association (“UCCWA”), to which Aurora is a member. UCCWA has operated the exchanges proposed in Case No. 2001-CW-284 under an approved Temporary Substitute Supply Plan (“TSSP”) or Substitute Water Supply Plan (“SWSP”) approved annually by the State Engineer. Some of the exchange reaches and replacement sources under the pending decree in Case No. 2001-CW-284 and the TSSP or SWSP are the same as the exchanges herein. 3.3.1.2. Aurora is also the owner of numerous water rights and water diversion and storage facilities that either arise in or are located within the Colorado and Arkansas River Basins. Water from the Colorado River Basin rights and facilities flows through and, from time to time is stored in, facilities located within the Arkansas River Basin. Water from the Arkansas River Basin rights and facilities and water from the Colorado River Basin rights and facilities brought to the Arkansas River Basin is conveyed by the Otero

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Pipeline from either Twin Lakes Reservoir or the Otero Pump Station to Aurora's storage and diversion facilities within the South Platte River Basin. Aurora's portion of the water conveyed by the Otero Pipeline discharges into Spinney Mountain Reservoir which is located on the South Fork of the South Platte River. Aurora's water rights at or above Spinney Mountain Reservoir then flow down the South Platte River, past its confluence with various tributaries, upon which Aurora is the owner of various water rights, water diversion and storage facilities, until the South Platte River reaches the Strontia Springs Diversion Dam and Reservoir Complex which is located on the main stem of the South Platte River in Douglas County. 3.3.1.3. Aurora's main raw water intake is an integral part of the Strontia Springs Diversion Dam and Reservoir Complex. Aurora's raw water supplies from the South Platte, Arkansas, and Colorado River Basins are then conveyed through a system of pipelines and reservoirs from its main intake to treatment, storage and distribution facilities located within the City. Those treatment, storage and diversion facilities also receive water from Aurora's Cherry Creek Well Field. After treatment, water is distributed to customers of the Aurora municipal water system. 3.3.1.4. A portion of Aurora’s municipal customers are located within the Shop Creek, Sand Creek, Cherry Creek, Tollgate, Westerly Creek and First Creek drainage basins. A portion of the treated water supplied to customers within these drainage basins is used for lawn irrigation purposes. A certain increment of the water applied for lawn irrigation purposes in these drainage basins either runs off directly to the streams or percolates into the soil and migrates into the ground water of the stream alluviums. This surface runoff to the streams and groundwater flow in the stream alluvium are either made available for reuse by the Prairie Waters Project described in paragraph 4.2.3.7., below, and returned to either the Aurora Sand Creek Wastewater Treatment Plant or the Metro Wastewater Reclamation District as described in paragraphs 2.2.1. and 2.2.2., respectively, or returned to Cherry Creek Reservoir as described in paragraph 2.1.2. 3.3.1.5. Effluent from Aurora's municipal sanitary sewage system, which effluent is the result of water supplied by Aurora, is treated at either the City's Sand Creek Wastewater Treatment Plant, which outfall is located on Sand Creek, tributary to the South Platte River, as described in paragraph 2.2.1., or at the Metro Wastewater Reclamation District (formerly known as the Metropolitan Denver Sewage Disposal District No. 1) wastewater treatment plant, which outfall is located on the main stem of the South Platte River just above its confluence with Sand Creek, as described in paragraph 2.2.2. 3.3.2. Sources of reusable water for exchange. 3.3.2.1. Aurora’s fully consumable water sources. Water deliverable to the Aurora Sand Creek Wastewater Treatment Plant outfall, the Metro Wastewater Reclamation District outfall, the confluence of Cherry Creek and the South Platte River, and the Cherry Creek Reservoir, from the reusable sources owned or controlled by Aurora including those transbasin and fully consumptive use waters which are set forth as follows: 3.3.2.1.1. Water originating in the Colorado River system which is diverted into the Arkansas River system and transported via the Otero Pipeline system to the South Platte River Basin: Homestake System: District Court, Eagle County, Case No. 1193,

Original Decree entered July 23, 1958, Amended and Supplemental Decree entered June 8, 1962; District Court, Water Division 5, Case Nos. 88-CW-449, Decree entered August 20, 2002, 95-CW-272 (Decree pending), and 98-CW-270, Decree entered February 6, 2003; District Court Water Division 5, Case No. 2006-CW-225, (Decree pending).

Twin Lakes System: District Court, Water Division 5, Case No. W-1901, Decree entered May 12, 1976, and Case No. 95-CW-321, Decree entered April 20, 2001.

Busk-Ivanhoe System: District Court, Garfield County, Case No. 2621, Decree entered January 9, 1928, Case No. 3082,

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Decree entered August 25, 1936 and Case No. 4033, Decree entered October 24, 1952.

3.3.2.1.2. Water arising in the Arkansas River Basin and imported into the South Platte River Basin through the Otero Pipeline: Burroughs Ranch: District Court, Water Division 2, Case Nos. W-

4799 and 82-CW-182, Decree entered June 29, 1984.

Rocky Ford Ditch: District Court, Water Division 2, Colorado, Case No. 83-CW-18, Decree entered November 3, 1986, Case No. 99-CW-169(A), Decree entered January 28, 2004, and Case No. 99-CW-169(B), pending.

Colorado Canal Companies: District Court, Water Division 2, Colorado, Case Nos. 84-CW-62, 84-CW-63, and 84-CW-64, Decree entered October 21, 1985.

Buffalo Park Ranch: District Court, Water Division 2, Colorado, Case No. 89-CW-42, Decree entered March 27, 1992.

Spurlin-Shaw and Hayden Ranches: District Court, Water Division 2, Case No. 98-

CW-137(A), Decree entered May 4, 2004 and Case No. 98-CW-137(B), Decree entered June 13, 2005.

3.3.2.1.3. Water rights tributary to the South Platte River and changed from their original irrigation use to municipal fully consumptive uses in the following cases: Augustine Ranch: District Court, Park County, Civil Action Nos.

3684 and 3705, Decree entered November 22, 1968.

Huron Ranch: District Court, Water Division 1, Case No. W-7595-74, Decree entered August 26, 1983.

Cheek (High Creek) Ranch: District Court, Water Division 1, Case No. W-

7931-75, Decree entered June 21, 1979. Janitell Ranch: District Court, Water Division 1, Case No. W-

7936-75, March 6, 1991. Badger Basin Ranch: District Court, Water Division 1, Case No. W-

9234-78, Decree entered August 26, 1983. Trout Creek Ranch: District Court, Water Division 1, Case No. W-

9242-78(A), Decree entered March 20, 1985, and modified by Order dated September 11, 1989.

Platte - Ansley Ranch: District Court, Water Division 1, Case No. W-9242-78(B), Decree entered March 20, 1983.

Coil Ranch: District Court, Water Division 1, Case No. W-9448-78, Decree entered August 26, 1983.

McNulty Ranch: District Court, Water Division 1, Case No. 79-CW-274, Decree entered December 1, 1986.

Walker Ranch: District Court, Water Division 1, Case No. 79-CW-351, Decree entered August 26, 1983.

Black Mountain Ranch: District Court, Water Division 1, Case No. 84-CW-010, Decree entered March 20, 1991.

Collard Ranch: District Court, Water Division 1, Case No. 88-CW-228, Decree entered September 19, 1991.

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Indian Mountain Ranch: District Court, Water Division 1, Case No. 84-CW-065, Decree entered August 10, 1988.

Last Chance Ditch: District Court, Water Division 1, Case No. 91-CW-117, Decree entered March 17, 1993. Only that water diverted pursuant to the Depletion Diversion Schedule set forth in Paragraph 22.e. of said Decree.

Johnson Ranch: District Court, Water Division 1, Case No. 92-CW-156, Decree entered January 4, 1995.

Steiner Ranch: District Court, Water Division 1, Case No. 93-CW-140, Decree entered August 16, 1994.

McDowell Ranch: District Court, Water Division 1, Case No. 79-CW-375, Decree entered January 16, 1979.

Schattinger Ranch: District Court, Water Division 1, Case No. 84-CW-055, Decree entered October 1, 1987.

Rocker 7 Ranch: District Court, Water Division 1, Case No. 84-CW-056., Decree entered June 25, 1987.

Sibley Ranch: District Court, Water Division 1, Case No. 84-CW-057, Decree entered July 23, 1987.

Teter Ranch: District Court, Water Division 1, Case No. 86-CW-222, Decree entered April 29, 1988.

Dixon-Johnston Ranch: District Court, Water Division 1, Case No. 86-CW-233, Decree entered April 29, 1988.

Furman Ranch: District Court, Water Division 1, Case No. 88-CW-262, Decree entered February 8, 1991.

Michigan Creek Ranch: District Court, Water Division 1, Case No. 88-CW-263, Decree entered February 8, 1991.

These water rights are currently delivered to Aurora's municipal system by direct flow and releases from storage. 3.3.2.1.4. Non-tributary well water as adjudicated and permitted from the following sources: Cherry Creek Non-Tributary Wells (not decreed): Permit No. Date Location Depth 5128-F 2/14/1964 NE NE 30-5S-66W 1,360 5129-F 2/14/1964 SE NE 30-5S-66W 1,360 5127-F 2/14/1964 SE -SE 19-5S-66W 1,360 Front Range Airport System: District Court, Water Division 1, Case

Nos. 80-CW-237 and 80-CW-238, Decree entered March 26, 1984.

Box Elder Creek System: District Court, Water Division 1, Case No. 85-CW-253, Decree entered January 13, 1988.

Senac Wells: District Court, Water Division 1, Case No. 86-CW-219, Decree entered June 25, 1987, and Case No. 91-CW-007, Decree entered April 30, 1993.

U.S. Home Wells: District Court, Water Division 1, Case No. 98-CW-420, Decree entered April 28, 1999.

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Havana Office Park Well: District Court, Water Division 1, Case No. 96-CW-211, Decree entered October 20, 1997.

Planet Wells: District Court, Water Division 1, Case No. 87-CW-210 (originally filed as 80-CW-232), Decree entered December 31, 1991.

Kings Pointe: District Court, Water Division 1, Case No. 85-CW-145(A), Decree entered February 3, 1999.

Arapahoe County, North Quincy, Post-85: Water Division 1, Case No. 01-CW-297,

Decree entered March 1, 2005. Arapahoe County, Pre-85: Water Division 1, Case No. 01-CW-298,

Decree entered March 1, 2005. Douglas County: Water Division 1, Case No. 01-CW-299,

Decree entered March 1, 2005. Arapahoe County, South Quincy, Post-85: Water Division 1, Case No. 01-CW-300,

Decree entered March 1, 2005. Adams County, Post-85: Water Division 1, Case No. 01-CW-301,

Decree entered December 7, 2004. Adams County, Pre-85: Water Division 1, Case No. 01-CW-302,

Decree entered August 23, 2005. 3.3.2.1.5. Reusable Lawn Irrigation Return Flows accruing to Sand Creek Basin and the Cherry Creek Basin below Cherry Creek Reservoir from that portion of the present and future boundaries of the City of Aurora which are tributary to the Cherry Creek and Sand Creek, Tollgate Creek (a tributary to Sand Creek), the Westerly Creek (a tributary to Sand Creek) and the First Creek Basins, said water derived from the sources described in Paragraphs 3.3.2.1.1., 3.3.2.1.2., and 3.3.2.1.3. The quantification of the lawn irrigation return flows that Aurora is entitled to claim is pending in Case No. 2002-CW-341, D-1. 3.3.2.1.6. Other transbasin sources, fully consumable in-basin water rights which are available for municipal use, and decreed nontributary sources which Aurora adjudicates, buys, leases or otherwise acquires in the future. Aurora has acquired and/or changed additional water rights since the Original Decree was granted and these are included herein as additional replacement sources as permitted by Paragraph 15.1.5. of the Original Decree. 3.3.2.2. Contract Effluent. Fully consumptive use water deliverable to the Metro Wastewater Reclamation District outfall and pump station available to Aurora pursuant to its sewage transmission agreement with the East Cherry Creek Valley Water and Sanitation District ("ECCV”) dated May 15, 1976. This reusable water is composed of nontributary water rights decreed in the following Water Division 1 cases: 85-CW-054 (79-CW-177), 84-CW-397 (79-CW-179), 83-CW-083 (W-7683), 81-CW-427, 85-CW-196 (79-CW-260) 85-CW-196(A), 84-CW-153 (W-9420), 83-CW-329 (W-9211 & W-9212), 80-CW-330(A), 85-CW-171, 86-CW-058, 84-CW-290, 85-CW-172(A), 88-CW-016, 86-CW-314 (79-CW-041), 84-CW-616 (79-CW-041). Aurora acknowledges that identification of the foregoing water cases neither creates any rights nor does such impair any rights that either Aurora or ECCV may have in association with their May 15, 1976 Agreement. 3.3.2.3. Cherry Creek Reservoir. Fully consumptive use water deliverable to Cherry Creek Reservoir and Cherry Creek above the said reservoir from: 3.3.2.3.1. Exchanges of reusable water derived from the sources described in Paragraphs 3.3.2.1. and 3.3.2.2. into Cherry Creek Reservoir pursuant to Aurora's requested Appropriative Rights of Exchange described in Paragraphs 12 and 13 of the Original Decree; and, 3.3.2.3.2. Reusable lawn irrigation return flows accruing to Cherry Creek above the Cherry Creek Reservoir from that

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portion of the present and future boundaries of the City of Aurora which are tributary to Shop Creek, said water derived from the sources described in Paragraph 3.3.2.1.; and, 3.3.2.3.3. Reusable Lawn Irrigation Return Flows accruing to the Cherry Creek Basin above Cherry Creek Reservoir from that portion of the present and future boundaries of the City of Aurora which are tributary to the Cherry Creek Basin, said water derived from the sources described in Paragraphs 3.3.2.1.1., 3.3.2.1.2., and 3.3.2.1.3. The quantification of the lawn irrigation return flows that Aurora is entitled to claim is pending in Case No. 2002-CW-341, D-1. 3.3.3. Appropriation Date: November 27, 1995. 3.3.4. Amount: 25 c.f.s. for each of the separate individual exchanges described in Paragraph 3.2, above. The cumulative rate of exchange of any combination of exchanges may not exceed 25 cfs in any stream reaches where the individual exchanges overlap. 3.3.5. Uses: Municipal and domestic purposes including, but not limited to, fire protection, irrigation, commercial and industrial use, recreational purposes, fish and wildlife propagation, reservoir evaporation replacement, storage, exchange, and augmentation purposes for use and reuse until extinction. 4. Detailed Outline Of What Has Been Done Toward Completion Or For Completion Of The Appropriation Of And Application Of Water To A Beneficial Use As Conditionally Decreed, Including Expenditures: 4.1. Project Specific Efforts: During the diligence period of August 2001 through August 2007, Aurora has accomplished at least the following project-specific work toward completion or for completion of the appropriation and application of the conditional rights of exchange decreed in the Original Decree to beneficial use (Expenditure numbers are rounded to the nearest $1,000). 4.1.1. Upper Cherry Creek Basin Management Plan: Aurora, along with other water users on Cherry Creek, entered into a Memorandum of Understanding Cherry Creek Basin Management Plan, on or about June 25, 1996. This plan was a collaborative effort to manage existing ground water supplies in the Upper Cherry Creek Basin in a manner that maximized water supply yield in the Upper Cherry Creek Basin, that recognized the needs of upper basin water users, and met the valid calls of downstream senior water users. Under this Plan, the parties’ efforts included data and information sharing, assistance between the parties in the development and evaluation of computer models and tools to facilitate water resource management, operation and administration, evaluating opportunities to maximize water use in the basin, and evaluating hydrology to address how demands can be met during dry years. 4.1.2. Upper Cherry Creek Regional Temporary Substitute Supply Plan: Aurora and other parties to the Memorandum of Understanding Upper Cherry Creek Basin Management Plan initially gained approval of the Upper Cherry Creek Regional TSSP by the State Engineer on March 19, 1998. The TSSP was renewed annually by the State Engineer, and was superseded by a SWSP pursuant to C.R.S. § 37-92-308(4) initially approved by the State Engineer May 8, 2003. The objective of the TSSP/SWSP was to improve the efficiency of water diversions by the participating members through pooling of their replacement sources. During this diligence period, the members have continuously utilized and successfully operated the TSSP/SWSP that included appropriative rights of exchange utilizing some of the exchange reaches and replacement sources that are the subject of this Application. Accordingly, operation of those exchanges under the TSSP and SWSP can be used, and were used, to make absolute some of the conditional exchanges herein. 4.1.3. Upper Cherry Creek Water Association (“UCCWA”): Aurora is a member of the UCCWA established on December 17, 2001. Thus Aurora pays annual dues as a member of UCCWA. Aurora expended $140,000.00 for dues during this diligence period. A portion of Aurora’s expenditures during this diligence period for the Upper Cherry Creek Basin Management Plan and the TSSP/SWSP are included in these dues. 4.1.4. Application filed in Case No. 2001-CW-284, D-1: On December 28, 2001, UCCWA filed an application for approval of a plan for augmentation, appropriative rights of exchange and water storage right, Case No. 2001-CW-284, as a condition of initial TSSP approval. Aurora and other UCCWA members have been diligent in prosecution of this application and a final decree is imminent. A portion of Aurora’s dues to UCCWA during this diligence period were expended in prosecuting Case No. 2001-CW-284.

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The exchanges that are the subject of Case No. 2001-CW-284 include the exchange reaches and replacement sources that are the subject of this application. Accordingly, operation of the exchanges under Case No. 2001-CW-284 can be used to make absolute some of the conditional exchanges that are the subject of this application. 4.1.5. Modeling of the Upper Cherry Creek Basin: During this diligence period, Aurora along with the UCCWA and its other members, the Cherry Creek Project Water Authority and its members, and the Parker Water and Sanitation District entered into an Agreement Regarding Modeling of the Upper Cherry Creek Basin. Under this agreement, the parties will jointly construct and operate computer models and other computer-based analytical tools to study the groundwater and surface water hydrology of Cherry Creek Basin. The purpose of these models will be to improve the understanding of the surface water and ground water resources of the Basin, identify ways to optimize the maximum utilization of the Basin’s water resources, and to facilitate resolution of conflicts between the parties. These efforts will help facilitate and optimize Aurora’s operation of the exchanges herein. The construction of models outlined in the agreement was initiated during this diligence period and Aurora has expended $13,500 toward this effort. 4.1.6. Metro Wastewater Reclamation District Charges: Aurora expended over $107,866,000 during this diligence period for fees for wastewater treatment of its water at the Metro Wastewater Reclamation facility. Such treatment is necessary for use of this water as a substitute supply under the exchanges herein. 4.1.7. Sand Creek Wastewater Treatment Plant: Aurora operates this 5-million-gallon per day facility that provides treated water used for irrigation throughout the City and for discharge into Sand Creek for use as a replacement source for the exchanges herein. Improvements and expansion of this facility were completed during this diligence period at a cost of $10,495,000. Aurora also expended an additional $7,535,000 in operating costs for the Sand Creek plant. These improvements are necessary for use of this water as a substitute supply under the exchanges herein. 4.1.8. Redrilling of Cherry Creek Wells: It was necessary for Aurora to redrill some of the tributary wells in the Cherry Creek Well Field during this diligence period. Aurora expended over $252,000.00 for this effort. This work was necessary to allow withdrawal of Aurora’s water supply from the wells under the exchanges herein. 4.1.9. Legal Activities: During the subject diligence period, in addition to its UCCWA dues, Aurora spent $20,000 on legal activities directly related to the exchanges here, including the formation of UCCWA and Aurora’s participation in the filing of the application and prosecution of Case No. 01-CW-284, D-1. 4.2. Systemwide Efforts: Pursuant to the Original Decree, these exchanges are part of a unified extensive system for the collection, treatment and distribution of water operated by Aurora. The Original Decree provides that for the purposes of showing diligence as to completion of the appropriative right of exchanges in the Original Decree, diligence as to any part of the Aurora water rights system used to operate or benefiting from these exchanges shall be diligence as to the completion of the exchanges. During this diligence period, Aurora has accomplished at least the following systemwide work that will be used to operate or benefit the remaining conditional exchanges (Expenditure numbers are rounded to the nearest $1,000). 4.2.1. Arkansas River Basin: Aurora made the following diligent efforts with regard the its water supply system components in the Arkansas River Basin which are necessary for continuation of the substitute supplies from the Arkansas River Basin, identified in paragraph 3.3.2.1.2. 4.2.1.1. Case No. 2006-CW-101, D-2: During this diligence period, Aurora made diligent efforts towards making absolute conditional exchanges of water rights in the Arkansas Basin upstream to the Otero Pipeline for conveyance to Aurora’s storage and diversion facilities within the South Platte River. Once in the South Platte River, these Arkansas River water rights are a replacement sources under the exchanges herein. These exchanges were originally decreed in Case No. 86-CW-270 and Aurora diligence application in Case No. 2006-CW-101 was decreed on November 30, 2006. 4.2.1.2. Payment for purchase and lease of Rocky Ford Ditch shares: Aurora spent more than $8,208,000 during this diligence period for repayment of bonds, including principal and interest, that were issued or refunded for purchase of original Rocky Ford Ditch shares changed in Case

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No. 83-CW-18, that are a replacement source under the exchanges herein. Also during this diligence period Aurora expended $12,928,000 for the purchase of additional Rocky Ford shares that it changed for it municipal use. Aurora expended an additional $1,514,000 for lease of the Rocky Ford Ditch water rights while the change case was pending. 4.2.1.3. Case No. 99CW169(A), D-2: During this diligence period, Aurora obtained a decree to change for its use additional shares of the Rocky Ford Ditch. These additional shares are a replacement source under the exchanges herein. 4.2.1.4. Case No. 99-CW-170(A) and (B), D-2: During this diligence period, Aurora obtained decrees to exchange the additional shares of the Rocky Ford Ditch upstream on the Arkansas River to points that can deliver water to the Otero Pump Station for conveyance to Aurora’s storage and diversion facilities within the South Platte River. Once in the South Platte River, these Arkansas River water rights are replacement sources under the exchanges herein. 4.2.1.5. Revegetation: During this diligence period, 100% completion of the revegetation of formerly irrigated lands required under the decree in Case No. 83-CW-18 and subsequent orders was achieved, to allow for the transfer and eventual use by Aurora of Rocky Ford Ditch water that is a source of substitute supply under the exchanges herein. Weed control of the revegetated lands is continuing. Aurora has expended over $2,572,000 during this diligence period for revegetation, including expenditures for expert revegetation classifications and reports, actual revegetation and weed control costs, as well as farm equipment purchases, office overhead and personnel costs, under Case No. 83-CW-18. Aurora also expended an additional $20,885,000 for revegetation and continued farming of historically irrigated lands pursuant to the decree in Case No. 99-CW-169(A). 4.2.1.6. Payments to Otero County. Aurora and Otero County entered into an Intergovernmental Agreement on February 22, 1994, and amended that Agreement on October 29, 2001 under which Amendment Aurora agreed to make annual payments to Otero County to compensate for the County’s loss of property tax levies and assessments resulting from Aurora’s purchase of the land and water rights associated with the Rocky Ford Ditch shares that are a replacement source under the exchanges herein. During this diligence period, Aurora made payments in excess of $109,640. 4.2.1.7. Payments to Rocky Ford School District R-2: Aurora and the Rocky Ford School District R-2 entered into an Intergovernmental Agreement on February 7, 2005 under which Aurora agreed to make annual payments to the School District to compensate for the School District’s loss of revenue from taxes resulting from Aurora’s purchase of the land and water rights associated with Rocky Ford Ditch shares that are a replacement source under the exchanges herein. During this diligence period, Aurora made payments of $900,000. 4.2.1.8. Pueblo Reservoir Storage: During this diligence period, Aurora paid the Bureau of Reclamation more than $4,193,000 for storage use of Pueblo Reservoir necessary to exchange Arkansas River Basin water upstream for transport and use by Aurora in the South Platte Basin in the exchanges herein. Aurora has also spent over $701,000 for engineering consultants and in studies to pursue a long-term water storage contract for Pueblo Reservoir. 4.2.1.9. Preferred Storage Options Plan. In September 2000, a Preferred Storage Options Plan (“PSOP”) report was completed that identifies estimated future water storage needs for several Arkansas River entities and outlines a plan for meeting those needs including re-operation of existing water storage in Fryingpan-Arkansas Project East Slope Reservoirs followed by construction of enlargements to Pueblo and Turquoise Reservoirs. Aurora participated in the PSOP study since potential changes in water operations due to storage changes may affect Aurora’s water rights, including replacement sources under the exchanges herein. Under the above referenced Intergovernmental Agreement with Otero County dated October 29, 2001, Aurora agreed to pay the first $125,000 of the feasibility study concerning the enlargement of storage space in Pueblo Reservoir, for PSOP entities within Otero County. 4.2.1.10. Intergovernmental Agreement with SECWCD. On October 3, 2003, Aurora entered into an Intergovernmental Agreement with the Southeastern Colorado Water Conservancy District (“SECWCD”), replacing an agreement between the parties dated December 7, 2001. Aurora’s use of Fryingpan-Arkansas facilities for certain water rights is discussed under this IGA

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and Aurora is obligated to make certain payments to SECWCD under this IGA. During this diligence period, Aurora has made payments of more than $7,133,000 to SECWCD under this IGA. 4.2.1.11. Intergovernmental Agreement resolving Legacy Project issues. On May 27, 2004, Aurora entered into an Intergovernmental Agreement with the City of Pueblo (“Pueblo”), the SECWCD, the City of Fountain, the City of Colorado Springs, and the Board of Water Works of Pueblo. Under this IGA, Aurora and other parties agreed to modify operations of their senior water rights on the Arkansas River pursuant to an Arkansas River Flow Management Program. This agreement helps facilitate delivery of Aurora’s water for use under the exchanges herein. 4.2.1.12. Agreements for Use of the Holbrook System Facilities. On March 1, 2005, Aurora entered into two agreements pertaining to use of unused diversion, conveyance and storage facilities of the Holbrook Mutual Irrigating Company (“Holbrook”). The purpose of these agreements is to implement a program to recapture and store yield from foregone diversions of senior water rights. Aurora has completed structural modifications to the Holbrook system facilities and has filed a Substitute Water Supply Plan necessary to implement the program. Further, Aurora has initiated a study to look at enlargement of the Holbrook Reservoir to further facilitate operations. During this diligence period, Aurora has made payments of more than $125,000 to Holbrook under this agreement. 4.2.1.13. Gravel Pit Storage. Aurora is pursuing gravel pit storage options on the Arkansas River downstream from Pueblo Reservoir to allow storage of its water rights for eventual exchange to Pueblo Reservoir. These facilities will facilitate Aurora’s Arkansas River Basin operation, including delivery of the replacement water used in the exchanges herein. During this diligence period, Aurora spent approximately $79,000 towards this effort. 4.2.1.14. Otero Pump Station Renovation. During this diligence period, Aurora spent more than $5,437,000 to renovate and update the Otero Pump Station facility. This is necessary for future transport to the South Platte River Basin of the water that is a replacement source under the exchanges herein. 4.2.1.15. Homestake Diversion Channel: Work was done on the Homestake Diversion Channel to reduce erosion, including riprap and installation of a new roadway culvert. Once the water that is exchanged herein is transported over the continental divide through the Otero Pump Station and Homestake Pipeline, it is then transported by the Homestake Diversion Channel to Spinney Mountain Reservoir in the South Platte Basin. During this diligence period, Aurora spent over $287,000 toward this effort. 4.2.1.16. Spurlin Shaw and Hayden Ranches: During this diligence period, Aurora prosecuted and obtained decrees in Case Nos. 98-CW-137(A) and 98-CW-137(B) to change for its use, agricultural water rights attributable to the Spurlin Shaw and Hayden Ranches. These water rights are a replacement source under the exchanges herein. 4.2.2. Colorado River Basin: Aurora made the following diligent efforts with regard the its water supply system components in the Colorado River Basin which are necessary for continuation of the substitute supplies from the Colorado River Basin, identified in paragraph 3.3.2.1.1. 4.2.2.1. During this diligence period, Aurora and co-Applicant, the City of Colorado Springs, filed their diligence application in Case No. 2006-CW-225, to continue the remaining conditional Homestake water rights. The co-Applicants have made diligent efforts towards the development of the remaining conditional Homestake water rights and the decree in that case is pending. 4.2.2.2. Aurora and the City of Colorado Springs finalized negotiations with Objectors and obtained entry of a Decree on August 20, 2002 in Case No. 88-CW-449, District Court Water Division No. 5, which adjudicated changes of water right and exchanges involving the Homestake Water Rights, as well as additional new water rights to be developed and used in conjunction with and as part of an integrated water supply system, with the Homestake water rights. 4.2.2.3. Aurora and the City of Colorado Springs continued negotiations with Objectors in Case No. 95-CW-272, District Court, Water Division No. 5, and entered into Stipulations with many of the Objectors in that case, which seeks to adjudicate changes of water right and augmentation plans and exchanges involving the Homestake water rights, as well as additional new water rights to be developed and used in conjunction with and as part of an integrated water supply system with, the Homestake water rights. 4.2.2.4. Aurora

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cooperated with various West Slope entities for adjudication and entry of a decree in Case No. 98-CW-270, District Court, Water Division No. 5 on February 6, 2003, which case adjudicated a plan for augmentation involving the water rights of Homestake Project and the water rights decreed and to be decreed in Cases No. 88-CW-449 and 95-CW-272. Subsequently, Aurora has operated pursuant to the decree and the augmentation plan decreed therein, diverting and releasing water from Homestake Reservoir as provided by the decree and by the 1998 Water Exchange Agreement with the Eagle Park Reservoir Company and others. 4.2.2.5. Aurora has continued to pursue development of a joint project or projects as contemplated in a 1998 Memorandum of Understanding with Vail Associates, Upper Eagle River Regional Water Authority, Eagle River Water and Sanitation District, Cypress Climax Mining Company and the Colorado River Water Conservation District. Aurora seeks to increase the efficiency and yield of the Homestake water rights with these projects. 4.2.2.6. On June 21, 2004, the City of Aurora entered into an additional Water Exchange Agreement with the Eagle Park Reservoir Company, the Colorado River Water Conservation District, the Eagle River Water and Sanitation District, the Upper Eagle Regional Water Authority, and Vail Associates, Inc. to supplement the 1998 Water Exchange Agreement. This agreement facilitates operations of the Homestake water rights and deliveries of that water to Aurora for use under the exchanges herein. 4.2.2.7. Aurora is a shareholder in the Twin Lakes Reservoir and Canal Company (the “Company”). During this diligence period, the Company negotiated, and on November 30, 2004, entered into, an Agreement with the SECWCD and the Colorado River Water Conservation District regarding and providing continued operation of the so-called “Twin Lakes Exchange” provided for in the Operating Principles of the Fryingpan-Arkansas Project. This agreement facilitates exchange of Aurora’s Arkansas River Basin water rights upstream to the Twin Lakes System facilities for transport to the South Platte Basin and use under the exchanges herein. 4.2.2.8. During this diligence period, the Company developed, in consultation with the Division Engineer for Water Division No. 2 and his staff, Operating Principles for operation of the Twin Lakes System (also know as the Independence Pass Transmountain Diversion System (“IPTDS”). The IPTDS is an integrated, complex system of ditches, canals, diversions dams, and tunnels whereby water collected from the various streams is gathered for diversion to the Eastern Slope via a transmountain tunnel. The Operating Principles were adopted by the Company’s Board of Directors on July 14, 2004, and revised on February 3, 2005. These Operating Principles address operation of the IPTDS decrees, diversions and accounting necessary for delivery of Twin Lakes System water rights to the South Platte River for use under the exchanges herein. 4.2.2.9. During this diligence period, the Company entered into the Interim Agreement for Participation in the Sulphur Gulch Project, a proposed reservoir primarily intended to store and release water for the benefit of endangered fishes in the Colorado River to fulfill the responsibility of Colorado River water users, including the Company, to provide a permanent source of water to the Recovery Implementation Program for Endangered Fish Species in the Upper Colorado River Basin. This is necessary for continued use of the Twin Lakes System as a source of replacement water herein. 4.2.2.10. In 2002 and 2003, the Company’s engineering consultant performed flow measurements at the various Twin Lakes System facilities in order to improve the system of measuring flow and annual diversions. This is necessary for continued and efficient use of the Twin Lakes System as a source of replacement water herein. 4.2.2.11. During this diligence period, the Company replaced or constructed new facilities to minimize leakage and head losses, to install trash guard/security screens, to streamline water flow, and other such improvements to the Twin Lakes System. These improvements are necessary for continued and efficient use of the Twin Lakes System for the exchanges herein. 4.2.3. South Platte River Basin: Aurora made the following diligent efforts with regard its water supply system components in the South Platte River Basin which are necessary for continuation of the substitute supplies from the South Platte River Basin, identified in paragraph 3.3.2.1.3. 4.2.3.1. Griswold Water Treatment Plant Renovations. This facility treats a portion of the raw water exchanged under the Original Decree before it is

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delivered to Aurora’s customers. More than $13,787,000 was spent by Aurora during this diligence period for improvements to this facility necessary to accommodate the water that is the subject of the exchanges herein. This includes expenditures directly by Aurora for renovation of the facility and for renovation loan payments. 4.2.3.2. Wemlinger Water Treatment Plant Expansion. During this diligence period, Aurora spent more than $17,051,000 for expansion of the Wemlinger Water Treatment Plant. This facility treats a portion of the raw water exchanged under the Original Decree before it is delivered to Aurora’s customers. 4.2.3.3. Rampart Reservoir Improvement. More than $2,166,000 was spent by Aurora during this diligence period for improvements to expand the capacity of the Rampart Reservoir delivery system. This reservoir is used to store the water that has been exchanged from the Arkansas and Colorado River Basins and transported to the South Platte River before it is transported through the parallel 54” and 40” pipelines to Aurora. Rampart Reservoir is important for regulation of the flow through these parallel pipelines. 4.2.3.4. Improvements to Extend and Improve Water Service in and to Aurora: More than $60,000,000 was spent by Aurora during this diligence period for extension and upgrade of its water transmission system necessary to deliver the water that is the subject of the exchanges herein to Aurora’s customers. This includes improvements to the 54” raw water transmission pipeline between Rampart Reservoir and storage and water treatment facilities within the City. 4.2.3.5. Automated Meter Reading System: Aurora spent more than $4,280,000 during this diligence period for conversion of its manual utility reading system to a fully automated system. This is needed for efficient operation of Aurora’s water supply and delivery system, including use of the water that is the subject of the exchanges herein. 4.2.3.6. Improvements to Sanitary Sewer System: More than $ 38,000,000 was spent by Aurora during this diligence period for extension and upgrade of its sanitary sewer system necessary for wastewater treatment and reuse within the South Platte River Basin of the water that is the subject of the exchanges herein. 4.2.3.7. Prairie Waters Project. The Prairie Waters Project is a large comprehensive water supply, storage and treatment project in which return flows to the South Platte River from Aurora’s water sources will be used as an augmentation and replacement source for junior diversions from the South Platte River. During this diligence period, Aurora filed and has been prosecuting applications in Case Nos. 06-CW-104, 03-CW-414 (decreed on August 1, 2007) and 03-CW-415, Water Division 1, to facilitate this project. These applications include new conditional water rights for underground and surface water storage, tributary ground water rights and rights of exchange, and for approval of a plan for augmentation. Water delivered by this project will allow further reuse of much of the water decreed to Aurora. This will provide a water source at Aurora’s wastewater treatment plants for replacement under the exchanges at issue here. The Prairie Waters Project is presently underway and over $75,648,000 has been spent toward implementation of this project during this diligence period. 4.2.3.8. Reuse of Lawn Irrigation Return Flows. During this diligence period, Aurora filed and is currently prosecuting Case No. 02-CW-341, Water Division 1, under which return flows from lawn irrigation use of the water from the conditional exchanges at issue here are quantified to facilitate future reuse of this water. Aurora has also performed engineering studies to support this Application. This will provide a replacement source for the exchanges herein. 4.2.3.9. Study of Aurora’s Water Needs. During this diligence period, Aurora spent more than $166,000 towards engineering and planning studies to assist in determining the City’s future water needs and a plan to meet those needs. This study will increase the overall efficiency of Aurora’s operations, including use of the exchanges herein. 4.2.3.10. Aurora Raw Water System Model. During this diligence period, Aurora spent more than $78,000 for consultant fees to develop a computer model of Aurora’s raw water system. This will increase the overall efficiency and yield of Aurora’s operations, including the use of the exchanges herein. 4.2.3.11. Purchase of Thornton Water Rights: During this diligence period, Aurora purchased numerous water rights in the South Platte River Basin from the City of Thornton. These water rights are additional replacement sources for the exchanges herein. 4.2.3.12. Miscellanous Intergovernmental Projects: Aurora spent over $226,000 during this

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diligence period on various joint jurisdiction efforts to develop resources and to jointly defend against new governmental regulations which will adversely impact Aurora’s water rights, including the exchanges herein. 4.2.3.13. Protection Efforts: During this diligence period, Aurora spent approximately $766,000 for legal services for participation in Water Divisions 1, 2 and 5 cases to protect the rights and interests of Aurora with regard to its water supply system, including the subject exchanges. 4.3. Other: Aurora reserves the right to identify additional relevant efforts that may be later discovered or to make upward adjustments to amounts expended on certain projects. Aurora has an extensive water rights portfolio, an extensive and complex water supply, collection, treatment and reuse system, and an extensive number of agreements, contracts, leases, etc. related to its facilities and the use, reuse and storage of its water rights. It is involved in many legal actions related to the collection, treatment, reuse and protection of its water rights. Further, the management, protection, and operation of the water rights and the facilities system involve numerous City of Aurora departments and staff members throughout the state. Aurora made diligent efforts with regard to this application to determine and quantify all efforts made by the City toward completion of the appropriations and application of the water rights decreed in the Original Decree to beneficial use. However, it is reasonably possible that relevant efforts or expenditures may have been overlooked or need further upward adjustment. 5. Claim to Make Absolute: Aurora made absolute the following appropriative rights of exchange, as conditionally decreed in the Original Decree: 5.1. Aurora Sand Creek Wastewater Treatment Plant to Aurora Cherry Creek Well Field. 5.1.1. Date water applied to beneficial use: July 10, 2006. 5.1.2. Amount: 6.44 c.f.s. 5.1.3. Uses: The uses listed in Paragraph 3.3.5., above. 5.1.4. Description of place of use where water is applied to beneficial use: All water put to beneficial use under the Original Decree was used within the Aurora water service area. 5.2. Metro Wastewater Reclamation District to Aurora Cherry Creek Well Field: 5.2.1. Date water applied to beneficial use: June 24, 2006. 5.2.2. Amount: 10.31 c.f.s. 5.2.3. Uses: The uses listed in Paragraph 3.3.5., above. 5.2.4. Description of place of use where water is applied to beneficial use: All water put to beneficial use under the Original Decree was used within the Aurora water service area. 5.3. Aurora Sand Creek Wastewater Treatment Plant to Cherry Creek Reservoir. 5.3.1. Date water applied to beneficial use: July 9, 2006. 5.3.2. Amount: 6.95 c.f.s. 5.3.3. Uses: The uses listed in Paragraph 3.3.5., above. 5.3.4. Description of place of use where water is applied to beneficial use: All water put to beneficial use under the Original Decree was used within the Aurora water service area. 5.4. Metro Wastewater Reclamation District to Cherry Creek Reservoir. 5.4.1. Date water applied to beneficial use: July 18, 1999. 5.4.2. Amount: 20.00 c.f.s. 5.4.3. Uses: The uses listed in Paragraph 3.3.5., above. 5.4.4. Description of place of use where water is applied to beneficial use: All water put to beneficial use under the Original Decree was used within the Aurora water service area. 6. Description of Conditional Appropriative Rights of Exchange For Which Diligence Is Claimed: Aurora requests a finding of reasonable diligence for that part of the originally decreed conditional rights, described herein, not claimed absolute. The amounts to remain conditionally decreed are as follows: 6.1. Aurora Sand Creek Wastewater Treatment Plant to Aurora Cherry Creek Well Field. 6.1.1. Originally Decreed Rate: 25.00 c.f.s. 6.1.2. Claimed Absolute Rate: 6.44 c.f.s. 6.1.3. Remaining Conditional Rate: 18.56 c.f.s. 6.2. Metro Wastewater Reclamation District to Aurora Cherry Creek Well Field. 6.2.1. Originally Decreed Rate: 25.00 c.f.s. 6.2.2. Claimed Absolute Rate: 10.31 c.f.s. 6.2.3. Remaining Conditional Rate: 14.69 c.f.s. 6.3. Confluence of Cherry Creek and the South Platte River to Aurora Cherry Creek Wellfield 6.3.1. Originally Decreed Rate: 25.00 c.f.s. 6.3.2. Claimed Absolute Rate: 0.00 c.f.s. 6.3.3. Remaining Conditional Rate: 25.00 c.f.s. 6.4.Cherry Creek Reservoir to Aurora Cherry Creek Well Field. 6.4.1. Originally Decreed Rate: 25.00 c.f.s. 6.4.2.Claimed Absolute Rate: 0.00 c.f.s. 6.4.3. Remaining Conditional Rate: 25.00 c.f.s. 6.5. Aurora Sand Creek Wastewater Treatment Plant to Cherry Creek Reservoir: 6.5.1. Originally Decreed Rate: 25.00 c.f.s. 6.5.2. Claimed Absolute Rate: 6.95 c.f.s. 6.5.3.Remaining Conditional Rate: 18.05 c.f.s. 6.6. Metro Wastewater Reclamation District to

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Cherry Creek Reservoir. 6.6.1. Originally Decreed Rate: 25.00 c.f.s. 6.6.2. Claimed Absolute Rate: 20.00 c.f.s. 6.6.3. Remaining Conditional Rate: 5.00 c.f.s. 6.7. Confluence of Cherry Creek and the South Platte River to Cherry Creek Reservoir. 6.7.1. Originally Decreed Rate: 25.00 c.f.s. 6.7.2. Claimed Absolute Rate: 0.00 c.f.s. 6.7.3.Remaining Conditional Rate: 25.00 c.f.s. 6.8. Aurora Sand Creek Wastewater Treatment Plant to Burlington Ditch Headgate: 6.8.1. Originally Decreed Rate: 25.00 c.f.s. 6.8.2. Claimed Absolute Rate: 0.00 c.f.s. 6.8.3. Remaining Conditional Rate: 25.00 c.f.s. 6.9. Metro Wastewater Reclamation District to Burlington Ditch Headgate 6.9.1. Originally Decreed Rate: 25.00 c.f.s. 6.9.2. Claimed Absolute Rate: 0.00 c.f.s. 6.9.3. Remaining Conditional Rate: 25.00 c.f.s. Wherefore, Aurora respectfully requests that the Court make absolute the appropriative rights of exchange described herein, and find diligence in the development of that portion of the appropriative rights of exchange not made absolute, and continue the conditional decree for said structures and remaining conditional amounts for the statutory period. Aurora further requests that this Court also grant such additional relief that the Court deems necessary and appropriate to further the purposes of the appropriations herein requested. (Application and attachment are 23 pages) 07CW202, LARIMER COUNTY, APPLICATION FOR CHANGE OF WATER RIGHT OF WCFLP RE WIND RIVER, LP, c/o Glenn E. Porzak, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, CO 80302, (303) 443-6800. 1. Name and address of Applicant: WCFLP Re Wind River, LP, a Delaware limited partnership, 5500 West Plano Parkway, Suite 200, Plano, Texas 75093. 2. Decreed name of structures for which change is sought: Wind River Ranch Wells Nos. 1 and 2. 3. From previous Decrees: a. Well No. 1. Well No. 1 was decreed by the District Court in and for Water Division No. 1 (the “Water Court”) in Case No. W-4244 on May 2, 1973, with an appropriation date of October 31, 1969, for domestic and irrigation use in the amount of 10 gallons per minute. The source is ground water. The original decreed location was in the SE1/4 NW1/4 SW1/4 of Section 23, T. 4 N., R. 73 W. of the 6th P.M. at a point whence the southwest corner of said section bears south 31º east 2,100 feet. The well was changed for commercial use and augmented by decree of the Water Court in Case No. 90CW166 on May 1, 1992. By subsequent decree of the Water Court in Case No. 91CW081, the point of diversion for Well No. 1 was changed to the NW1/4 SW1/4 of Section 23, T. 4 N., R. 73 W. of the 6th P.M. in Larimer County, Colorado, 1,900 feet from the south section line and 1,300 from the west section line of said Section 23. Well No. 1 has been granted Permit No. 041543-F at the above location. b. Well No. 2. Well No. 2 as decreed by the Water Court in Case No. W-4244 on May 2, 1973, with an appropriation date of November 30, 1969, for in-house use, domestic animals, and one-quarter acre of irrigation in the amount of seven gallons per minute. The source is ground water. The well was originally located in the NE 1/4 NW 1/4 SW 1/4 of Section 23, T. 4 N., R. 73 W. of the 6th P.M. a point whence the southwest corner of said section bears S. 30º30' west, 2,210 feet. The use of the well was changed to include commercial purposes and augmented by decree of the Water Court in Case No. 90CW166 on May 1, 1992. By subsequent decree of the Water in Case No. 91CW081, the point of diversion for Well No. 2, was changed to the NE 1/4 SE 1/4 of Section 22, T. 4 N., R. 73 W. of the 6th P.M., 2,000 feet from the south section line and 100 feet from the east section line of said Section 22. Well No. 2 has been granted Well Permit No. 041542-F at the above location. Both Wells Nos. 1 and 2 are operated at the existing decreed locations pursuant to the plan for augmentation decreed in Case No. 90CW166. 4. Proposed change of water right. Applicant desires to have the following points of diversion decreed as alternate and supplemental points of diversion for Wells Nos. 1 and 2, provided that such alternate and supplemental points of diversion are not within 600 feet of an existing well not owned by the Applicant: a. Within 400 feet of a point in the NE 1/4 of the SW 1/4 of Section 23, T. 4 N., R. 73 W. of the 6th P.M.,1800 feet from the south section line and 3400 feet from the east section line of said Section 23. b. Any location within the approximately 110 acre tract of land located in the W 1/2 of Section 23 and the E 1/2 of Section 22, all in T. 4

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N., R. 73 W. of the 6th P.M., said tract being more particularly described as follows: Beginning at a point on the East line of the Southwest quarter of Section 23, T. 4 N., R. 73 W. of the 6th P.M., from whence the Southeast corner of said Southwest quarter bears South 02º23’41” East 1152.95 feet and with all other bearings contained herein relative thereto; thence North 88º44’56” West 3135.77 feet to the East right-of-way line of Colorado State Highway No. 7; thence along said East right of way line the following courses and distances; North 18º13’32” East 81.29 feet; thence North 14º33’26” East 200.15 feet; thence North 14º33’26” East 263.91 feet; thence North 14º03’36” East 388.46 feet; thence North 07º09’53” East 100.73 feet; thence North 14º11’56” East 505.34 feet; thence South 75º48’08” East 10.00 feet; thence 403.54 feet along the arc of a curve to the right, said arc having a central angle of 25º32’39”, a radius of 905.15 feet and whose chord bears North 26º58’12” East 400.21 feet more or less to the North line of the South half of the South half of the Southwest quarter of the Northwest quarter of Section 23; thence leaving said East right-of-way line along said North line, South 85º51’39” East 1165.51 feet to the Northeast corner of the South half of the South half of the Southwest Quarter of the Northwest Quarter of Section 23; thence South 02º51’05” East 321.97 feet to the Southeast corner of the Southwest Quarter of the Northwest Quarter of Section 23; thence along the North line of the Southwest Quarter of Section 23, South 85º58’10” East 1336.47 feet to the Northeast corner of the Southwest Quarter of Section 23 thence along the East line of said Southwest Quarter of Section 23, South 02º23’41” East 1417.35 feet to the Point of Beginning, County of Larimer, State of Colorado. No change in the amount, type or place of use is sought by this application and diversions at the requested alternate points of diversion shall remain subject to the terms and conditions of the augmentation plan decreed in Case No. 90CW166. A map of the requested alternate points of diversion is attached to the original application. 5. Name and address of the owner of the land upon which the new points of diversion are located: WCFLP Re Wind River, LP, a Delaware limited partnership, 5500 West Plano Parkway, Suite 200, Plano, Texas 75093. 07CW203 RICHARD L. AND GLENDA L. WILTSHIRE, 8053 S. Zephyr St., Littleton, CO 80128. Telephone: (303) 978-1994. APPLICATION FOR FINDINGS OF DILIGENCE IN PARK COUNTY. Name of structure: Wiltshire Well. Date of original decree: September 27, 2001 in case no. 96CW358 in Water Division 1. Legal Description: SE1/4, NE1/4, S26, T9S, R75W of the 6th PM at a distance 2180 feet from North and 840 feet from East. Street address: 631 Bowstring Rd. Subdivision: Indian Mountain, Lot 65 Filing 25, Unit 1. Source: groundwater. Date of appropriation: May 31, 1973. Amount claimed: 15 gpm, Conditional. Use: Household use only in a single family dwelling not including irrigation. The return flow from such uses shall be returned to the same stream system in which the well is located. 07CW204 THOMAS JOHN BARBER, 3745 W. 95th Place, Westminster, CO 80031. Telephone: (303) 650-5748. APPLICATION FOR WATER RIGHTS (SURFACE) IN PARK COUNTY. Name of structure: Spring, pond and stream. Legal description: T11 R74, S02, SW4, SW4, SW4, 2-11-74; SE4, SE4, 3-11-74 NE4NE4 10-11-74; NW4NW4 11-11-74 R580388 TR03 32293 CONSERVATION EASEMENT. Source: Spring and small stream (approximately 200 yards) feeding into a pond that has approximately 0.11 acre-feet of water. The pond ends before it leaves the land. The stream is very shallow and runs to the pond. There is no live stream beyond the pond. Date of initiation of appropriation: 08-17-2007. How appropriation was initiated: Filing of appropriate forms. Date water applied to beneficial use: The water has been used since approximately 1945 for watering stock (cattle and horses) for recreation, fish and domestic use. Present owners have used the water since about 1996 for watering stock (cattle and horses) for recreation, fish and domestic use. Amount claimed: All cfs Absolute. Use or proposed use: Domestic use, watering stock (cattle and/or horses) recreation and fish.

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AMENDMENTS 02CW392, CITY OF LOVELAND, 500 East Third Street, Loveland, CO 80537, c/o Brian M. Nazarenus, Carolyn F. Burr, James M. Noble, RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, CO 80202, (303) 863-7500. Amended Application for Change of Water Rights in LARIMER AND WELD COUNTIES. 2. Explanation of Amendments. The purpose of this amendment is to accomplish two things. First, to include additional water rights that the City of Loveland (“Loveland”) has acquired subsequent to the filing of its initial change of water rights application (“Original Application”) filed on December 31, 2002. These water rights are additional shares and/or inches in some of the ditches that were included in the Original Application. The ditches are: the Barnes Ditch, the Big Thompson Ditch & Manufacturing Company, the Chubbuck Ditch, the Louden Ditch, and the South Side Ditch. The second reason for the amendment is to include a new subparagraph that provides prior decree information that pertains to the Louden Ditch that was inadvertently omitted from the Original Application. 3. Amendments. The amendments are as follows. The paragraph pagination corresponds with the Original Application. 2. CLAIM FOR CHANGE OF WATER RIGHTS. 2.1 Decreed Name of Structures for which Change is Sought: 2.1.1 The Barnes Ditch: Loveland owns 1,331.25 inches (or roughly 65.6 percent) of the Barnes Ditch. Of these, 1,306.75 inches have been previously changed. By this amendment, Loveland seeks to change an additional 12.00 inches of the Barnes Ditch to the uses and places of use described in Paragraph 2.3 of the Original Application, for a total of 24.50 inches being changed in this case. 2.1.2 Big Thompson Ditch and Manufacturing Company’s Ditch (“Big Thompson D&M Ditch”): Loveland owns 6.394 of 21.521 total shares (shares for which remaining water is diverted through the facility, from original 48 shares) (29.7 percent) of the Big Thompson D&M Ditch. Of these, 2.583 shares have previously been changed. By this amendment, Loveland seeks to change an additional 0.666 shares of the Big Thompson D&M Ditch to the uses and places of use described in paragraph 2.3 of the Original Application, for a total of 3.811 shares being changed in this case. 2.1.4 Chubbuck Ditch: Loveland owns 1,411.58 inches (or roughly 88.76 percent) of the Chubbuck Ditch. Of these 596.579 inches have previously been changed. By this amendment, Loveland seeks to change an additional 159.257 inches of the Chubbuck Ditch to the uses and places of use described in paragraph 2.3 of the Original Application, for a total of 815.001 inches being changed in this case. 2.1.5 Louden Ditch: Loveland owns 253.084 out of 600 shares (42.2 percent) of the Louden Ditch. Of these, 191.537 shares have been previously changed. By this amendment, Loveland seeks to change an additional 22.125 shares of the Louden Ditch to the uses and places of use described in paragraph 2.3 of the Original Application, or a total of 61.547 shares being changed in this case. 2.1.6 South Side Ditch: Loveland owns 80.5 out of 265 shares (30.37 percent) of the South Side Ditch. Of these, 57.5 shares have been previously changed. By this amendment, Loveland seeks to change an additional 10.00 shares of the South Side Ditch to the uses and places of use described in paragraph 2.3 of the Original Application, or a total of 23.00 shares being changed in this case. * * * 2.2.5 Louden Ditch: f. CA0258: On March 23, 1914, a decree was entered in Boulder County District Court, changing the point of diversion for 7.0 cubic feet per second from the Big Thompson Ditch No. 1 headgate to the Louden Ditch. 3. Remainder of Application Unchanged. The inclusion of these additional water rights and information will not affect any other portion of the Original Application, and no other changes or amendments are being made. 4. Compliance with U.L.R. 4. There has been no change in any of the legal descriptions from the original application. However, to provide proper notice as required by U.L.R. 4, the legal descriptions from the original application of the structures to which the amendment applies are provided below and are paginated as originally published. 2.1.1 The Barnes Ditch (The Barnes Ditch includes the Big Barnes Ditch and the Little Barnes Ditch): The headgate of the Barnes Ditch is located on the north bank of the Big Thompson River in the NW1/4 of the NE1/4 of Section 17, Township 5 North, Range 69 West of

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the 6th P.M. The Barnes Ditch has an alternate point of diversion in Section 15, Township 5 North, Range 69 West of the 6th P.M. 2.1.2 Big Thompson Ditch and Manufacturing Company’s Ditch: The historic point of diversion for the Big Thompson Ditch and Manufacturing Company’s Ditch is located in the SE1/4 of the NW1/4 of the SE1/4 of Section 15, Township 5 North, Range 69 West of the 6th P.M. By Decree dated September 30, 1981 in Case No. 81CW103, Water Division No. 1, the point of diversion was changed to a point on the south bank of the Big Thompson River approximately 1800 feet north of the south quarter corner of the SW1/4 of Section 15, Township 5 North, Range 69 West of the 6th P.M. 2.1.4 Chubbuck Ditch: The point of diversion for the Chubbuck Ditch is located on the Big Thompson River in the NE1/4 of the SW1/4 of Section 15, Township 5 North, Range 69 West of the 6th P.M. 2.1.5 Louden Ditch: The point of diversion for the Louden Ditch is located on the Big Thompson River in the SW1/4 of the NW1/4 of Section 12, Township 5 North, Range 70 West of the 6th P.M 2.1.6 South Side Ditch: The point of diversion for the South Side Ditch is located on the Big Thompson River, in the SW1/4 of the NW1/4 of Section 12, Township 5 North, Range 70 West of the 6th P.M. 2.3 Proposed Changes: 2.3.1 Change in point of diversion. Through this application, Loveland seeks to change the points of diversion of Loveland’s interest in the subject water rights to the following alternate points of diversion: a. Loveland Pipeline: The decreed point of diversion for the Loveland Pipeline is defined in the Decree in Case No. 4862 in the District Court for Boulder County, Colorado, March 18, 1917, commencing at page 167. Diversion for the Loveland Pipeline has historically been made on the north side of the Big Thompson River at a point in the NW1/4 of the SW1/4 of the SW1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M. b. Dille Tunnel: The point of diversion for the Dille Tunnel is on the south side of the Big Thompson River in the NW1/4 of the NW1/4 of Section 9, Township 5 North, Range 70 West of the 6th P.M. c. Loveland Electric Park: A point of diversion at the Viestenz-Smith Park (Loveland Electric Park) on either side of the Big Thompson River at a point in the NE1/4 of the NW1/4 of Section 7, Township 5 North, Range 70 West of the 6th P.M. d. Consolidated Home Supply Ditch (Home Supply Ditch): The point of diversion for the Home Supply Ditch is on the south side of the Big Thompson River in the SW1/4 of the SW1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M. e. Olympus Tunnel: The point of diversion for the Olympus Tunnel is at the outlet of Lake Estes at Olympus Dam located in the SE1/4 of the NW1/4 of Section 29, Township 5 North, Range 72 West of the 6th P.M. f. Green Ridge Glade Reservoir (also known as Loveland Municipal Reservoir). The east dam abutment of Green Ridge Glade Reservoir is located in the W 1/2 of the NW 1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M. g. Other Potential Storage Locations: Loveland reserves the right to store water decreed under this application at any other storage location legally available to Loveland, subject to such terms and conditions as the Court may decide are necessary and appropriate. 2004CW130, Town of LaSalle, 119 Main, LaSalle, Colorado 80645, Patriarch Development, 2821 Remington Street, Ft. Collins, Colorado 80525; c/o Evan D. Ela, Collins, Cockrel & Cole, P.C., 390 Union Blvd., Suite 400, Denver, Colorado 80228, 303-986-1551. SECOND AMENDMENT TO APPLICATION FOR WATER RIGHTS, CHANGE OF WATER RIGHTS AND APPROVAL OF A PLAN FOR AUGMENTATION, in WELD AND BOULDER COUNTIES. 1. Summary of Amendment: Co-applicants filed their Application for Water Rights, Change of Water Rights and Approval of a Plan for Augmentation on May 17, 2004. Co-applicants filed their Motion to Amend the Application on July 20, 2006, said motion was approved by the Water Referee on August 10, 2006, and First Amendment was published in the Water Division 1 August 2006 Water Resume. Co-applicants hereby again amend their Application to incorporate newly acquired sources of augmentation water into its proposed plan for augmentation, to add an augmented structure (well) and to delete certain sources claimed as replacement water. Co-applicant Town of LaSalle (“LaSalle”) is in the process of acquiring a

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perpetual leasehold interest in fully reusable water produced by the City of Aurora by virtue of an intergovernmental agreement that is currently pending approval by the Aurora City Council. By that agreement, LaSalle will convey its four shares in the Western Mutual Ditch Company to Aurora and no longer rely upon water yielded by a change in the use of those shares as stated in the original Application. Instead, the Co-applicants will rely upon releases of fully reusable water provided by Aurora as replacement water. By this amendment, LaSalle seeks to delete its four Western Mutual shares from the subject application. Co-applicant Patriarch Development (“Patriarch”) has acquired a third share in the Godfrey Bottom Ditch Company and by this amendment seeks to change the use of such share for use as an additional source of replacement water. In recent months, LaSalle has been approached by the Weld County School District RE-1 concerning inclusion of one irrigation well into the Co-applicants’ augmentation plan. By this amendment, the Co-applicants seek to include one Weld County School District RE-1 well and approximately 6.9 acres of associated irrigated area into the augmentation plan. Also by this amendment, Co-applicants delete their original claim for the Sylvester Reservoir water storage right. The original Application in this matter, as amended by the First Amendment to the Application, is amended only as set forth below, and shall otherwise remain unchanged. CHANGE OF WATER RIGHTS 2. Water Rights to be Changed: Patriarch Development has acquired one (1) additional share in the Section No. 3 Ditch (a.k.a. Godfrey Bottom Ditch) as represented by Share Certificate No. 274. Patriarch’s ownership in this share represents approximately 0.63 percent of the total 160 shares issued by the ditch company. 2.1 Prior Decrees: The Section No. 3 Ditch was originally decreed in Case No. 6009, District Court, 2nd Judicial District of Colorado, County of Arapahoe, In the Matter of a Certain Petition for Adjudication of the Priority of Rights to the Use of Water for Irrigation in Water District No. 2, entered on April 28, 1883. 2.2 Location: The point of diversion was decreed at a point located in the SE/4 of Section 3, Township 4 North, Range 66 West, of the 6th P.M. and is now diverted at a point located in the SE/4 of Section 4, Township 4 North, Range 66 West, of the 6th P.M., in Weld County. 2.3 Appropriation Dates: Priority No. 17, March 10, 1870; Priority No. 28, March 15, 1873. 2.4 Amount: 26.88 cfs (Pri. 17), 30.83 cfs (Pri. 28). 2.5 Source: South Platte River. 2.6 Historical Use: Patriarch’s one share of the Section No. 3 Ditch was used on approximately 9 acres located in the SE/4 of the NW/4 and in the NE/4 of the SW/4 of Section 31, Township 5 North, Range 65 West, of the 6th P.M. in Weld County as shown on Attachment A. Total headgate diversions of the Section No. 3 Ditch are shown on Attachment B, Table of Historical Diversions of the Section No. 3 Ditch. The average annual river headgate diversions associated with Patriarch’s ownership interest in this one share are approximately 53 ac-ft per year. 3. Changes in Use. The Co-applicants seek to change the use of these water rights for multiple uses consistent with the operation of a municipal water system and non-potable irrigation systems. The water rights described above shall be changed for use within the LaSalle service area, as it presently exists or may exist in the future, for domestic, municipal, commercial, industrial, agricultural, piscatorial, wildlife, fire protection, recreation, irrigation of lawns, gardens, parks, golf courses, open spaces and other recreational facilities, evaporation and other incidental losses, exchange, replacement and augmentation purposes, including the rights to store and subsequently use for the above-enumerated purposes. Necessary lagged historical return flows will be replaced to the South Platte River from any and all sources of replacement water available to the operation of the plan for augmentation described below. AMENDMENT TO PLAN FOR AUGMENTATION 4. Replacement water sources deleted from this plan for augmentation: Co-applicants have acquired additional water sources since filing its original application in this matter, and therefore can delete certain of the originally claimed sources. The following replacement water sources shall be deleted from this plan: 4.1 Four (4) shares in the Western Mutual Ditch Company as represented by Share Certificate No. 712. LaSalle shall convey these shares to the City of Aurora upon approval and execution of that certain intergovernmental agreement between the Town of LaSalle and the City of Aurora approved by the Town of LaSalle

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Board of Trustees on April 24, 2007, and pending approval by the Aurora City Council. Co-applicants no longer seek to change the use of these shares as requested in the original Application and hereby delete them as a source of replacement water in this plan for augmentation. 4.2 Sylvester Reservoir water storage right and related filling structures, the Lower Latham Drain Pump Station and Sylvester Pump Station. Identified in the original Application, the site for this potential reservoir has been sold by Patriarch Development. Co-applicants will no longer seek a water right for this structure and its related filling structures, the Lower Latham Drain Pump Station and Sylvester Pump Station, and it will no longer be considered as place of storage for the water rights changed by the Application in this matter. 5. Replacement water sources added to this plan for augmentation: Co-applicants have acquired additional water sources since filing its original Application in this matter, some of which were identified in Co-applicants’ First Amendment to the Application. Co-applicants add the following replacement water sources by this second amendment: 5.1 Patriarch Development’s one share in the Section No. 3 Ditch (a.k.a. Godfrey Bottom Ditch) as evidenced by Share Certificate No. 299 issued by that company on June 10, 2007. 5.2 Fully reusable water releases made by the City of Aurora pursuant to that certain intergovernmental agreement between the Town of LaSalle and the City of Aurora approved by the Town of LaSalle Board of Trustees on April 24, 2007 and pending approval by the Aurora City Council. 5.3 The Town of LaSalle intends to further amend the Application in this case, and its augmentation plan once decreed, as necessary to incorporate additional sources of augmentation water as they are acquired. 6. Structure added to this plan for augmentation: LaSalle has entered into an agreement with the Weld County School District RE-1 concerning inclusion of Weld County School District RE-1 Well No. 59740F and approximately 6.9 acres of fields and landscaping into this plan for augmentation. 6.1 Decree: The Weld County School District RE-1 Well No. 59740F (referred to as Well no. 1 in its decree) was originally decreed in Case No. W-1010, Water Court in and for Water Division I, State of Colorado, In the Matter of the Application for Water Rights of School District RE-1, entered on October 30, 1972. 6.2 Location: The Weld County School District RE-1 Well No. 59740F is located as shown on Attachment C, and described more particularly as 1614 feet North and 2513 feet West of the Southeast corner of Section 31, Township 5 North, Range 65 West, of the 6th P.M., Weld County, Colorado. 6.3 Source: Groundwater. 6.4 Appropriation Date: June 30, 1950. 6.5 Amount: 0.89 cfs (400 gpm). 6.6 Use: Irrigation 7. Description of Plan for Augmentation, Including Exchange: As described herein, Co-applicants intend to add approximately 6.9 acres of irrigated area to the 38 acres of irrigated area described in the original Application as well as adding the Weld County School District RE-1 Well No. 59740F as an augmented structure. These additions cause a change in the calculated long-term monthly and annual depletion patterns for which this plan will replace out-of-priority depletions. Such depletion calculations include post-pumping depletions caused by the Weld County School District RE-1’s use of Well No. 59740F prior to the date of this Second Amendment to Application and depletions incurred by irrigation of the School District’s approximately 6.9 acres of turf and landscaping during 2007 and thereafter. In addition, calculations also include depletions and return flows caused by use of LaSalle’s four shares of the Western Mutual Ditch through the 2007 irrigation season. All such depletion calculations have been provided as attachments to the Co-Applicants’ Request for Renewal of Substitute Supply Plan filed with the Office of the Colorado State Engineer on June 13, 2007. In addition to the replacement of depletions described in the Application and First Amendment to the Application, the additional sources of replacement water claimed herein shall be utilized as described below: 7.1 Replacement Using Fully Reusable Water Provided by City of Aurora. By intergovernmental agreement with the City of Aurora, LaSalle shall be entitled to perpetual guaranteed releases of 30 ac-ft of fully reusable water made available by Aurora at any of several locations upstream of the reach of the South Platte River where the Co-applicants’ depletions will occur. In addition, the intergovernmental agreement also entitles LaSalle to up to 30 additional ac-ft of fully reusable

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water releases on an “as available” basis. All such water releases shall be distributed throughout the months of October through April in amounts determined by LaSalle in advance of each October through April release season. The releases shall be made by Aurora from any of the following locations from which Aurora has the rights necessary to make such releases: the outfall of the Metro Wastewater Reclamation District treatment facility (“Metro”) located on the South Platte River; the Confluence of Sand Creek and the South Platte River; the point of discharge to the South Platte River from any wastewater treatment plant in which Aurora owns Reclaimed Wastewater that is constructed in the future at a location downstream from Metro but upstream from the headgate of the Western Mutual Ditch; the outfall of Walker Reservoir; the outfall of Aurora Tucson South - South Platte Storage Facility; the outfall of the Aurora Water Prairie Waters Project Surface Gravel Pit Storage A; or the outfall of Aurora Water-Everist Lupton Gravel pit. Co-applicants and Aurora will account for and deduct stream transit losses as assessed by the Division Engineer when utilizing Aurora releases for replacement water. 7.2 Replacement Using Water Yielded by the Godfrey Ditch. Replacement water will be provided to the South Platte River during the irrigation season at an augmentation station located on the Godfrey Ditch that is jointly operated by Central Colorado Water Conservancy District and LaSalle as needed to offset depletions in those months. The Godfrey Ditch augmentation station is located in Section 31, Township 5N, Range 65W, approximately 2060 feet from the South Section line and approximately 1301 feet from the West Section line, in Weld County, Colorado; the location of the headgate and lateral ditch to the South Platte River is shown on Attachment A hereto. Surplus water, if any, that is diverted during the irrigation season will be placed in to storage in LaSalle Reservoir for later use or leased for use by other parties by release at the Godfrey Ditch augmentation station. 8. Substitute Water Supply Plan: The Co-applicants have operated the subject augmentation plan since 2004 as an approved Substitute Water Supply Plan authorized by the Office of the State Engineer pursuant to section 37-92-308, C.R.S. A Request for Renewal was timely filed with the State Engineer on June 13, 2007. The Co-applicants reserve the right to include water provided by City of Aurora and water yielded by their newly acquired Godfrey Ditch share as replacement supplies, and to operate Weld County School District RE-1 Well No. 59740F, during the 2007-2008 period that is the subject of their pending Request for Renewal pursuant to section 37-92-308, C.R.S. 9. Names and Addresses of Land Owners: To the best of Co-applicants’ knowledge, information and belief, the structures or lands upon which such structures are located as described in this Second Amendment are owned as indicated below: 9.1 Weld County School District RE-1 Well No. 59740F: Weld County School District RE-1, Attn. Jeff Cogburn, Assistant Superintendent, 14827 Weld County Road 42, Gilcrest, Colorado 80623. 9.2 Godfrey Ditch (a.k.a. Section No. 3 Ditch): Godfrey Ditch Company, c/o Charles Sylvester, President, P.O. Box 607, LaSalle, Colorado 80645. 9.3 Godfrey Ditch Augmentation Station: Charles W. Sylvester, 18269 Highway 394, LaSalle, CO 80645. 9.4 Outfall of the Metro Wastewater Reclamation District treatment facility: Metro Wastewater Reclamation District, 6450 York Street, Denver, CO 80229. 9.5 Confluence of Sand Creek and the South Platte River: Public Service Company of Colorado, Corporation Service Company, 1560 Broadway, Denver, CO 80202. 9.6 Outfall of Walker Reservoir: Carl F. Eiberger, 14330 Fairview Lane, Golden, CO 80401 and Peter L. and Cynthia S. Baurer, 754 Weld County Rd 23 3/4, Brighton, CO 80603. 9.7 Outfall of Aurora Tucson South – South Platte Storage Facility: Mike Reefer, Aggregate Industries – WCR, Inc., 1797 Cole Boulevard, Suite 100, Golden, CO 80401. 9.8 Outfall of Prairie Waters Project Surface Gravel Pit Storage A and outfall of Everist Lupton Gravel Pit: City of Aurora, c/o Steve Sims, Esq., Brownstein Hyatt Farber & Shreck, 410 17th Street, Suite 2200, Denver, CO 80202-4437. 10. Remarks: Except as expressly amended hereby, all of the claims, provisions, terms and conditions of the original Application shall remain in force and effect. Co-applicants stipulate that all previous Statements of Opposition filed in this matter shall be considered valid as against this Second Amendment to the Application, without the need to renew such statements. 11. Prayer for Relief: 11.1 Co-applicants respectfully request

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the Court to grant a decree approving the changes of water rights described herein. 11.2 Co-applicants respectfully request the Court to grant a decree approving the plan of augmentation as amended and described herein. 11.3 Applicants respectfully request the Court for such additional relief that it deems necessary and appropriate. (8 pages) 06CW225. Hunt Feedyard, 14460 WCR 40, Platteville, Colorado 80651. Telephone: (970) 737-2437. Amendment to Application for Change of Water Right and for Plan of Augmentation in WELD COUNTY. 2. Decreed Name of Structures: Strear Wells No. 3-0666, No. 4-0667 and No. 5-0668 (Wells). A decree was entered in Case No. W-5324 on August 11, 1975 for irrigation of lands in Section 33, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado as follows: Strear Well No. 3-0666 with a date of appropriation of April 30, 1955, in the amount of 0.667 c.f.s., Strear Well No. 4-0667 with a date of appropriation of May 31, 1947 in the amount of 1.0 c.f.s., Strear Well No. 5-0668 with a date of appropriation of May 5, 1947 in the amount of 1.0 c.f.s., all for irrigation of 75 acres in the SE1/4 NW1/4, part of the SW1/4 NW1/4 and part of the NE1/4 NW1/4. 3. Application. All matters in the Application filed October 31, 2006 remained as stated except as follows. 4. Plan for Augmentation: Applicant proposes to provide augmentation of the Wells with fully consumable water pursuant to a Water Supply Agreement with the City of Longmont (Lease). The Lease will provide 30 acre feet of fully consumable water each water year from water available to the City of Longmont. See Exhibit 1. The Lease is for a term of 5 years November 1, 2007 to October 31, 2012. Applicant and Longmont working on the terms of a replacement lease which will provide the same water supply for a 20 year term. It is anticipated this replacement lease will be executed on or before November 2007. 5. Name and Address of Owners of Structures: Applicant owns all the structures. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of October 2007 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original with triplicate copies and include $90.00 filing fee. A copy of each Statement of Opposition must also be served upon the Applicant or Applicant’s Attorney and an affidavit or certificate of such service of mailing shall be filed with the Water Clerk.