1

SUPREME COURT OF COLORADO

OFFICE OF THE CHIEF JUSTICE

ORDER

IN THE MATTER OF THE APPOINTMENT OF WATER JUDGES

UNDER THE WATER RIGHT DETERMINATION AND ADMINISTRATION ACT OF 1969

Pursuant to Section 37-92-203(2), C.R.S. (2006) the following judges are designated or redesignated as water judges for the water divisions of the state for 2007: Division 1

Roger A. Klein Gilbert Gutierrez*

Division 2

C. Dennis Maes Kirk S. Samelson *

Division 3

O. John Kuenhold Pattie P. Swift*

Division 4

J. Steven Patrick Charles R. Greenacre *

Division 5

Daniel B. Petre James B. Boyd*

Division 6

Michael A. O’Hara Daniel J. Kaup*

Division 7

Gregory G. Lyman David L. Dickinson*

Dated this 15th day of December, 2006.

/ s / Mary J. Mullarkey Chief Justice * Designated additional water judge to assist the principal water judge during an emergency, leave, or conflict situation.

2

OFFICE OF THE CHIEF JUSTICE

ORDER

CONCERNING THE APPOINTMENT OF DESIGNATED GROUND WATER JUDGES

Pursuant to the provisions of Section 37-90-115(1)(b)(V), C.R.S. (2006), the following district judges are appointed as designated ground water judges for the named designated ground water basins for 2007: Designated Ground Water Basin

Judge

Judicial District

Northern High Plains Camp Creek

John Curtis Penny, Jr. 13th

Kiowa-Bijou Lost Creek

C. Vincent Phelps, Jr.

17th

Upper Black Squirrel Creek Upper Big Sandy

Larry E. Schwartz 4th

Southern High Plains Stanley A. Brinkley 15th

Upper Crow Creek Roger A. Klein 19th Dated this 15th day of December, 2006 / s / Mary J. Mullarkey Chief Justice

3

SUBSTITUTE WATER SUPPLY PLAN NOTIFICATION LIST

Section 37-92-308, C.R.S. (2006) directs the State Engineer to establish a notification list for each water division to notify interested parties of requests for approval of: substitute water supply plans (§37-92-308), loans for an instream flow (§37-83-105), and interruptible water supply agreements (§37-92-309). To receive this information for calendar year 2007, specify whether you prefer to receive the information by first-class mail or electronic mail and send your name, mailing address, e-mail address, daytime telephone number, and water division(s) to: Substitute Water Supply Plan Notification List, Colorado Division of Water Resources, 1313 Sherman Street, Room 818, Denver, Colorado 80203 or e-mail to: dwr-swsplist@state.co.us. Additional information regarding Substitute Water Supply Plans is available on the Division of Water Resources' website at http://water.state.co.us/. Questions may be directed to the Division of Water Resources at (303) 866-3581 or dwr-swsplist@state.co.us.

DISTRICT COURT, WATER DIVISION 1, COLORADO DECEMBER 2006 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 DECEMBER 2006 for each County affected. 06CW248 Leon J. and Mary C. Krain, 8111 East Villa Cassandra Drive, Scottsdale, Arizona 85262 c/o Robert V. Trout, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203. Telephone: 303-339-5824. FAX: 303-832-4465. E-Mail: rtrout@troutlaw.com. CONCERNING THE APPLICATION FOR WATER RIGHTS OF LEON J. AND MARY C. KRAIN, IN PARK COUNTY. APPLICATION FOR FINDING OF DILIGENCE. Name, address, and telephone number of applicant: Leon J. and Mary C. Krain, 8111 East Villa Cassandra Drive, Scottsdale, Arizona 85262. Telephone: 480-656-3981. Names of structures: Krain Pond No. 1 and Krain Pond No. 2.Description of water rights from original decree. Date of Original Decree: December 28, 2000. Case No. 98CW438, District Court, Water Division No. 1. Legal descriptions of decreed points of diversion: Krain Pond No. 1: A point on Packer Gulch located in Section 30, Township 8 South, Range 75 West, 6th P.M., Park County, Colorado, approximately 2400 feet south of the North Section Line and approximately 2640 feet west of the East Section Line of said Section 30. Krain Pond No. 2: A point on Packer Gulch located in Section 30, Township 8 South, Range 75 West, 6th P.M., Park County, Colorado, approximately 2800 feet south of the North Section Line and approximately 1520 feet west of the East Section Line of said Section 30.Source: Packer Gulch, a tributary of Tarryall Creek. Appropriation Date: December 29, 1998. Amounts: Krain Pond No. 1: 32.7 acre-feet, conditional. Krain Pond No. 2: 35.9 acre-feet, conditional. Uses: Domestic, stock watering, piscatorial, aesthetic, and irrigation of up to 10 acres of land owned by Applicants located in Section 30, Township 8 South, Range 75 West, 6th P.M. Detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: A.In July 2003 applicants employed Lux Excavating (P.O. Box 97, Hartsel, CO 80449) to dig test holes at the location of

4

each pond to determine the suitability of the material for construction of the ponds. The test holes were dug as part of a larger project of repair to Krain Reservoir, repair to the McCartney ditch and work at the McCartney headgate, for which applicants paid a total of $34,627.75 in August of 2003. The cost of the test holes was not broken out separately on the invoice for the work. B. In addition, Applicants obtained a cost estimate in 2005 from Chaparral Construction (13311 Highway 12, La Veta, CO 81055) for construction of Krain Pond No.1. 5. Names and address of owners of the land on which structures are or will be located, upon which water is or will be stored, and upon which water is or will be placed to beneficial use. Applicants at the address set forth above. 06CW249 JAMES L. ROBERTS, 1751 South Kio St., Watkins, CO 80137. Telephone: (303) 344-1855. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NOT NONTRIBUTARY AND NONTRIBUTARY SOURCES IN ARAPAHOE COUNTY. High Plains Well, permit 172420 is sought to withdraw groundwater from the not nontributary Denver Aquifer and the nontributary Upper and Lower Arapahoe and Laramie Fox Hills Aquifers underlying the land described as approximately 20 acres of land located in the SW1/4, SW1/4, S20, T4S, R64W of the 6th PM. at a distance 1060 feet from the South and 1020 feet from the West. Average Pumping Rates and Well Depth: Aquifer Rate Aquifer Depths Denver 15 gpm 110-820 feet Upper Arapahoe 50 gpm 911-1146 feet Lower Arapahoe 50 gpm 1221-1427 Laramie-Fox Hills 50 gpm 1449-1980 Actual pumping rates may vary according to system design and water supply demands. Estimated Average annual Amounts Available: The estimated average annual amount of withdrawal available from the subject aquifers as indicated below is based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following values and average annual amounts are representative of the referenced aquifers underlying subject property, which is an area of 20 acres. Annual Average Sand Specific Withdrawal Aquifer Thickness Yield (%) (Acre Feet) Denver 190 feet .17 6.46 Upper Arapahoe 137 feet .17 4.658 Lower Arapahoe 89 feet .17 3.026 Laramie-Fox Hills 143 feet .15 4.29 The average annual amount available for withdrawal from the subject aquifers will depend upon the hydrology and the legal entitlement of Applicant to all groundwater in those aquifers underlying the described property. The use of not nontributary water from the Denver aquifer, other than permit 172420, shall be subject to judicial approval of an augmentation plan, which will be applied for at such time as the well is proposed to be permitted. Well Fields: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available nontributary ground water in the subject aquifers lying below the land described, through the well described and any additional wells which may in the future become part of the Applicant’s well fields. Applicant requests that this well, along with any additional wells completed into the same aquifer, shall be treated as a well field. Applicant further requests that the pumping rates for each of these wells may exceed the nominal pumping rates set forth above to the extent necessary to withdraw the fall annual acre-foot allocation of water from the aquifer. However, the subject wells will not exceed the pumping rate specified on the well permit for each well. Proposed Use: All water withdrawn from proposed nontributary wells, will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses:

5

domestic, industrial, commercial, augmentation, stock watering, recreational, fish and wildlife. Water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions from the use of water from other sources and for all other augmentation purposes. Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 5 plus an amount of ground water in excess of that annual amount: provided that the sum of the total withdrawals from any particular aquifer does not exceed the product of the number of years since the date of the issuance of well permits or of the entry of this decree, which ever occurs first, times the decreed average annual amount for that aquifer. Description of the land Overlying Subject Ground Water: Approximately 20 acres of land located in the SW1/4, SW1/4 of S20, T4S, R64W of the 6th P.M., Arapahoe County, Colorado. 06CW250 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 06CW251 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 06CW252 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 06CW253 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 06CW254 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 06CW255 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 06CW256, APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING CLAIMS FOR CONDITIONAL GROUND WATER RIGHTS, SURFACE STORAGE RIGHTS, AND APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, IN WELD AND ADAMS COUNTIES (Timothy R. Buchanan, #12185, Kara Godbehere Goodwin, #36742, TIMOTHY R. BUCHANAN, P.C., 7703 Ralston Road, Arvada, CO 80002, Telephone: (303) 431-9141, E-mail: trbpc@trbpc.com.). 1. Names, address and telephone number of Applicants: Resource Colorado Water and Sanitation Metropolitan District and Pioneer Communities Inc., 4643 S. Ulster St. Suite 1300, Denver, CO 80237, (303)843-9742. Resource Colorado Water and Sanitation Metropolitan District is a quasi-municipal corporation and political subdivision of the State of Colorado, acting in an enterprise capacity pursuant to Resource Colorado Water and Sanitation Metropolitan District Water Activity Enterprise (hereinafter collectively referred to as “Resource Colorado”). Pioneer Communities Inc. is a Colorado corporation (“Pioneer”) and is developing the property comprising approximately 5,668 acres in Weld County located in Sections 4, 5, 7, 8, 9, 17 and 18, Township 2 North, Range 64 West of the 6th P.M.; Section 32, Township 3 North, Range 64 West of the 6th P.M.; Section 13, Township 2 North, Range 65 West of the 6th P.M.; Sections 14 and 15, Township 2 North, Range 65 West of the 6th P.M.; and Sections 1, 2, 11, and 12, Township 2 North, Range 65 West of the 6th P.M (hereinafter referred to as “Pioneer Property”). A legal description of the Pioneer Property is attached as Exhibits A and B. A map of the Pioneer

6

Property is attached as Exhibit C. Part of Pioneer Property will continue to be used for agricultural purposes. Resource Colorado and Pioneer are collectively referred as “Applicants.” Applicants own or have the right to purchase the water rights that are described in this application, except as stated otherwise. APPLICATION FOR CONDITIONAL GROUND WATER RIGHTS. 1. Pioneer Alluvial Wells: Applicants propose to construct at least five wells which will withdraw water from the alluvium of Box Elder Creek, a tributary of the South Platte River. The application herein does not require construction of the following described proposed South Platte alluvial wells, but rather contemplates that they will be constructed as required. The wells will not be a source of augmentation water, but instead will be augmented under the proposed augmentation plan. Accordingly, pursuant to Section 37-92-302(2), C.R.S., as construed in Cache la Poudre Water Users Assoc. v. Glacier View Meadows, 191 Colo. 53, 550 P.2d 288 (1976), application to the State Engineer for a permit for the wells is not a prerequisite to final adjudication of the claims in this proceeding. Applicants will submit a permit application to the State engineer prior to construction of the wells. 2. Description of Pioneer Alluvial Wells. a.. Name of Structure: Pioneer AL - 1: I. Location: the NE1/4 of the NW1/4 of Section 12 in Township 2 North, Range 65 West of the 6th P.M., approximately 1980 feet from the West Section Line and 660 feet from the North Section Line. ii. Source: alluvial ground water which is tributary to Box Elder Creek. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Appropriation: April 20, 2005. v. How Appropriation was Initiated: by investigation of proposed well sites. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. b. Name of Structure: Pioneer AL - 2: I. Location: the SE1/4 of the NW1/4 of Section 12 in Township 2 North, Range 65 West of the 6th P.M., approximately 1980 feet from the West Section Line and 660 feet from the South Section Line. ii. Source: alluvial ground water which is tributary to Box Elder Creek. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Appropriation: April 20, 2005. v. How Appropriation was Initiated: by investigation of proposed well sites. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. c. Name of Structure: Pioneer AL - 3: I. Location: the SW1/4 of the SW1/4 of Section 12 in Township 2 North, Range 65 West of the 6th P.M., approximately 660 feet from the West Section Line and 660 feet from the South Section Line. ii. Source: alluvial ground water which is tributary to Box Elder Creek. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Appropriation: April 20, 2005. v. How Appropriation was Initiated: by investigation of proposed well sites. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed

7

Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. d. Name of Structure: Pioneer AL - 4: I. Location: the SW 1/4 of the SE1/4 of Section 11 in Township 2 North, Range 65 West of the 6th P.M., approximately 660 feet from the South Section Line and 1980 feet from the East Section Line. ii. Source: alluvial ground water which is tributary to Box Elder Creek. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Appropriation: April 20, 2005. v. How Appropriation was Initiated: by investigation of proposed well sites. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. e. Name of Structure: Pioneer AL - 5: I. Location: the NW1/4 of the NE1/4 of Section 15 in Township 2 North, Range 65 West of the 6th P.M., approximately 1980 feet from the East Section Line and 660 feet from the North Section Line. ii. Source: alluvial ground water which is tributary to Box Elder Creek. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Appropriation: April 20, 2005. v. How Appropriation was Initiated: by investigation of proposed well sites. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. In addition to or as alternatives to the foregoing wells, Applicants claim the right to construct additional wells on the Pioneer Property which will withdraw groundwater from the alluvium of Box Elder Creek, and this Application will be supplemented by such additional wells. APPLICATION FOR CONDITIONAL STORAGE RIGHTS. 4. Description of Pioneer Storage Facilities: Applicants propose to construct at least nine ponds and storage facilities which will store water from Box Elder Creek, and its tributaries. The ponds and storage facilities are generally described as follows: a. Name of Structure: Pioneer Pond No. 1. I. Location of structure: The Pioneer Pond No. 1 will be located in the SE1/4 of the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th P.M, approximately 1320 feet from the North Section Line and 2640 feet from the South Section Line. The Pioneer Pond No. 1 will be constructed on Box Elder Creek. ii. Source: Alluvial water which is tributary to Box Elder

8

Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 300 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less than thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one-hundred feet. xi. Total capacity of reservoir in acre feet: 300. xii. Active capacity: 300 acre feet. xiii. Dead storage: 0 acre feet. b. Name of Structure: Pioneer Pond No. 2. I. Location of Dam: The Pioneer Pond No. 2 will be located in the NE1/4 of the SW1/4 of Section 8, Township 2 North, Range 64 West of the 6th P.M., approximately 2640 from the North Section Line and 1320 feet from the West Section Line. The Pioneer Pond No. 2 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 200 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one-hundred feet. xi. Total capacity of reservoir in acre feet: 200 acre feet. xii. Active capacity: 200 acre feet. xiii. Dead storage: 0 acre feet. b. Name of Structure: Pioneer Pond No. 3. I.. Location of Dam: The Pioneer Pond No. 3 will be located in the E1/2 of Section 11, Township 2 North, Range 65 West of the 6th P.M.,approximately 200 feet from the North Section Line and 200 feet from the South Section Line. The Pioneer Pond No. 3 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 1000 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-

9

five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one-hundred feet. xi. Total capacity of reservoir in acre feet: 1000 acre feet. xii. Active capacity: 1000 acre feet. xiii. Dead storage: 0 acre feet. e. Name of Structure: Pioneer Pond No. 4. I. Location of Dam: The Pioneer Pond No. 4 will be located in the NW1/4 of the SE1/4 of Section 12, Township 2 North, Range 65 West of the 6th P.M., approximately 2640 feet from the North Section Line and 1320 feet from the South Section Line. The Pioneer Pond No. 4 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 200 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one hundred feet. xi. Total capacity of reservoir in acre feet: 200 acre feet. xii. Active capacity: 200 acre feet. xiii. Dead storage: 0 acre feet. e. Name of Structure: Pioneer Pond No. 5. I. Location of Dam: The Pioneer Pond No. 5 will be located in the NE1/4 of the NW1/4 of Section 12, Township 2 North, Range 65 West of the 6th P.M., approximately 50 feet from the North Section Line and 1320 feet from the West Section Line. The Pioneer Pond No. 5 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 200 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one hundred feet. xi. Total capacity of reservoir in acre feet: 200 acre feet. xii. Active capacity: 200 acre feet. xiii. Dead storage: 0 acre feet. f. Name of Structure: Pioneer Pond No. 6. I. Location of Dam: The Pioneer Pond No. 6 will be located in the NW1/4 of the NW1/4 of Section 32, Township 3 North, Range 64 West of the 6th P.M., approximately 50 feet from the North Section Line and 50 feet from the West Section Line. The Pioneer Pond No. 6 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 200 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for

10

immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one hundred feet. xi. Total capacity of reservoir in acre feet: 200 acre feet. xii. Active capacity: 200 acre feet. xiii. Dead storage: 0 acre feet. g. Name of Structure: Pioneer Pond No. 7. I. Location of Dam: The Pioneer Pond No. 7 will be located in the SW1/4 of the SW1/4 of Section 17, Township 2 North, Range 64 West of the 6th P.M., approximately 50 feet from the South Section Line and 50 feet from the West Section Line. The Pioneer Pond No. 7 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 200 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one hundred feet. xi. Total capacity of reservoir in acre feet: 200 acre feet. xii. Active capacity: 200 acre feet. xiii. Dead storage: 0 acre feet. h. Name of Structure: Pioneer Pond No. 8. I. Location of Dam: The Pioneer Pond No. 8 will be located in the NE1/4 of the NW1/4 of Section 8, Township 2 North, Range 64 West of the 6th P.M., approximately 50 feet from the North Section Line and 2640 feet from the West Section Line. The Pioneer Pond No. 8 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 300 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one hundred feet. xi. Total capacity of reservoir in acre feet: 300 acre feet. xii. Active capacity: 300 acre feet. xiii. Dead storage: 0 acre feet. I. Name of Structure: Pioneer Pond No. 9. I. Location of Dam: The Pioneer Pond No. 9 will be located in the SW 1/4 of the NW 1/4 of Section 9, Township 2 North, Range 64 West of the 6th P.M., approximately 2640 feet from the North

11

Section Line and 300 feet from the West Section Line. The Pioneer Pond No. 9 will be created by surface excavation. ii. Source: Alluvial water which is tributary to Box Elder Creek, and its tributaries. iii. Date of appropriation: April 20, 2005. iv. How appropriation was initiated: by investigation of the storage rights location. v. Date water applied to beneficial use: N/A. vi. Amount claimed: 300 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface area of high water line: Less the thirty-five acres. ix. Maximum height of dam in feet: Less than ten feet. x. Length of dam in feet: Approximately one hundred feet. xi. Total capacity of reservoir in acre feet: 300 acre feet. xii. Active capacity: 300 acre feet. xiii. Dead storage: 0 acre feet. 5. Other Information: The foregoing structures are contemplated to be unlined. To the extent the structures are unlined, the Applicants claim any seepage out of the structures, and the seepage will be calculated as described in the Plan For Augmentation section of this Application. In addition to or as alternatives to the foregoing structures, Applicants claim the right to construct additional ponds or water storage structures on the Pioneer Property which will store water from Box Elder Creek, and its tributaries, and this Application will be supplemented by such additional structures. APPLICATION OF APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING RIGHTS OF SUBSTITUTION AND EXCHANGE. 6. Statement of Plan for Augmentation: The water rights described in this Application will be used to provide a water supply for residential and commercial development within the Pioneer Property. The development is expected to proceed over a period of several years and to consist of over 10,000 residential units; open space, parks, and school development; commercial development, and continued agricultural production on portions of the property. Water for the development will be supplied by a central water system utilizing water from the tributary and nontributary sources described in this Application. All such sources are fully consumable and may be recaptured, reused, stored in the storage structures described in this Application, and exchanged for withdrawal through the Pioneer Alluvial Wells and stored in the storage structures described in this Application. Sanitary sewer service will be provided through a central collection and treatment system. Wastewater from the development will be treated at the Pioneer Wastewater Treatment Plant (“Pioneer WWTP”), which will discharge to Box Elder Creek, a tributary to the South Platte River, or captured and stored in the storage reservoirs described in this Application, or exchanged to other points of diversion as described in this Application. The outfall of the Pioneer WWTP will be located in the NW1/4 of the NW1/4 of Section 32, Township 3 North, Range 64 West of the 6th P.M. At full development, the estimated annual water delivery requirement will be approximately 7,300 af/year, which includes Development Water Demands and Agricultural Water Demands as described in more detail below. a. Development Water Demands: Applicants have estimated an annual water demand for residential, domestic and irrigation use, open space, parks, and school development, and commercial development. Water deliveries for residential domestic use, residential irrigation use, open space and parks irrigation, school use, and commercial use, shall all be separately metered and accounted. b. Agricultural Demands: Applicants have estimated the agricultural demands associated with irrigation of approximately 1,280 acres. The water used for agricultural purposes will be metered and accounted for separately from other uses. All properties located within the Pioneer Property which are also included within the Central Colorado Water Conservancy District, and the

12

Groundwater Management Subdistrict of the Central Colorado Water Conservancy District will continue to be irrigated by and receive their allotment of water from the Central Colorado Water Conservancy District, and the Groundwater Management Subdistrict of the Central Colorado Water Conservancy District. Applicants also own land included within the Henrylyn Irrigation District, and all properties located within the Pioneer Property which are also included within the Henrylyn Irrigation District will continue to be irrigated by and receive their allotment of water from the Henrylyn Irrigation District. c. Construction Demands: Water for initial grading and construction of the Pioneer Property development will be fully consumed upon the first use. Construction water will be separately metered and accounted. 7. Structures to be Augmented: The following structures will be augmented pursuant to this plan for augmentation: a. The Pioneer Alluvial Wells described above. b. The following described Box Elder alluvial wells, which are also included as part of a plan for Augmentation approved pursuant to the “Findings of Fact, Conclusions of Law, Judgment and Decree of the Court” entered by the Water Court in and for Water Division No. 1 on June 3rd, 2005, in Case No. 2003CW335: I. Permit No. 2380-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1997 on September 3, 1974, with an appropriation date of December 11, 1959 in the amount of 2.89 cubic feet per second (“cfs”) for the irrigation of 100 acres in the NW1/4 of the SE1/4, the W1/2 of the NE1/4 and the E1/2 of the NW1/4 of Section 12, Township 2 North, Range 65 West of the 6th P.M. By the decree entered by the Water Court in and for Water Division No. 1 in Case No. 91CW120 on August 7, 1992, the acreage irrigated by Permit No. 2380 was increased from 100 to 110 acres, and the location of the irrigated acreage was changed to the NW1/4 of the SE1/4, the NE1/4 of the SW1/4, the E1/2 of the NW1/4, and the W1/2 of the NE1/4 of Section 12, Township 2 North, Range 65 West of the 6th P.M. The well is located in the NW1/4 of the SE1/4 of Section 12, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 1300 gpm. ii. Permit No. 2044-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1997 on September 3, 1974, with an appropriation date of June 22, 1954, in the amount of 1.555 cfs for the irrigation of 55 acres in the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th P.M. By the decree entered by the Water Court in and for Water Division No. 1 in Case No. 91CW120 on August 7, 1992, the acreage irrigated by Permit No. 2044, combined with the acreage irrigated by Permit Nos. 6611 and 6391, was reduced by 10 acres to 144.5 acres. The well is located in the SW1/4 of the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 700 gpm. iii. Permit No. 6391-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1997 on September 3, 1974, with an appropriation date of November 21, 1958, in the amount of 1.665 cfs for the irrigation of 55 acres in the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th P.M. By the decree entered by the Water Court in and for Water Division No. 1 in Case No. 91CW120 on August 7, 1992, the acreage irrigated by Permit No. 6391, combined with the acreage irrigated by Permit Nos. 6611 and 2044, was reduced by 10 acres to 144.5 acres. The well is located in the SW1/4 of the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 749 gpm. iv. Permit No. 6611-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1997 on September 3, 1974, with an appropriation date of December 23, 1964, in the amount of 1.22 cfs for the irrigation of 55 acres in the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th P.M. By the decree entered by the Water Court in and for Water Division No. 1 in Case No. 91CW120 on August 7, 1992, the acreage irrigated by Permit No. 6611, combined with the acreage irrigated by Permit Nos. 6391 and 2044, was reduced by 10 acres to 144.5 acres. The well is located in the SW1/4 of the NW1/4 of Section 13, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 549 gpm. v. Permit No. 2281-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1998 on August 15, 1974, with an appropriation date of September 3, 1959, in the amount of 2.662 cfs for the irrigation of 15 acres in the W1/2 of the SE1/4 of Section 12, and 160 acres in the SW1/4 of Section 12, all in Township 2 North,

13

Range 65 west of the 6th P.M. The well is located in the SE1/4 of the SW1/4 of Section 12, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 1198 cfs. vi. Permit No. 03150-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1998 on August 15, 1974, with an appropriation date of May 8, 1961, in the amount of 1.5 cfs for the irrigation of 80 acres in the NE1/4 of Section 15, Township 2 North, Range 65 west of the 6th P.M. The well is located in the SW1/4 of the NW1/4 of Section 14, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 675 cfs. vii. Permit No. 11038-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-1998 on August 15, 1974, with an appropriation date of June 30, 1938, in the amount of 1.555 cfs for the irrigation of 80 acres in the NE1/4 of Section 15, Township 2 North, Range 65 west of the 6th P.M. The well is located in the SE1/4 of the NE1/4 of Section 15, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 700 cfs. viii. Permit No. 4901-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-2057 on January 3, 1973, with an appropriation date of April 30, 1964. The well is located in the N1/2 of the NW1/4 of Section 14, Township 2 North, Range 65 West of the 6th PM, and has a maximum pumping rate of 850.5 cfs. ix. Permit No. 10671-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-672 on April 12, 1972, with an appropriation date of May 31, 1932. The well is located in the SW1/4 of the NE1/4 of Section 11, Township 2 North, Range 65 West of the 6th PM, and has and has a maximum pumping rate of 700 cfs. x. Permit No. 1305-F was decreed by the Water Court in and for Water Division No. 1 in Case No. W-672 on April 12, 1972, with an appropriation date of November 4, 1956. The well is located in the SE1/4 of the SE1/4 of Section 11, Township 2 North, Range 65 West of the 6th PM, and has and has a maximum pumping rate of 2.0 cfs. To the extent the water diverted through the foregoing wells are not used for irrigation of the historically irrigated land, the water will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection on the Pioneer Properties and additional properties. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. c. The Pioneer Storage Facilities as described above. The foregoing structures are collectively referred to as “Augmented Structures.” 8. Description of Sources of Water to Be Used for Supply, Augmentation, Substitution, and Exchange. The following water rights will be used for direct supply to the Pioneer Property, augmentation of depletions, and substitution and exchange. a. Laramie-Fox Hills Aquifer: Approximately 1,282 af/year of nontributary Laramie-Fox Hills Aquifer ground water may be annually diverted through wells located on the Pioneer Property pursuant to the Application pending in Case No. 06CW61 in the District Court in and for Water Division No. 1. The Application in Case No. 06CW61 requests a determination of water rights in the Laramie-Fox Hills Aquifer underlying the Pioneer Property. b. Lost Creek Designated Basin Ground Water: By the Findings of Fact, Conclusions of Law, Judgment and Decree of the Court entered by the Adams County District Court in Case No. 99CV097, the water associated with the following described water rights were changed for the following beneficial uses: domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection at locations within and outside of the Lost Creek Designated Basin. The water was further decreed for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes, and if not fully consumed

14

during the first use may be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water carries with it the same rights of use, reuse, successive use, and disposition, so long as dominion is maintained over the water. By the Findings of Fact, Conclusions of Law, Judgment and Decree of the Court entered by the Adams County District Court in Case No. 98CV1727, the following described water rights were changed in place of use so as to permit the exportation from and use of such water rights outside of the Lost Creek Designated Basin, as well as within such basin. I. Final Permit No. 8533-FP was issued by the Colorado Ground Water Commission (“Commission”) on May 22, 1987. The well is located in the SW1/4 of the NW1/4 of Section 29, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 84.0 acre-ft, a maximum pumping rate of 950 gpm and a priority date of August 15, 1951. ii. Final Permit No. 8534-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the SW1/4 of Section 29, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 81.5 acre-ft, a maximum pumping rate of 600 gpm and a priority date of March 1, 1952. iii. Final Permit No. 8535-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the NW1/4 of Section 29, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable appropriation of 96.9 acre-ft, a maximum pumping rate of 1100 gpm and a priority date of May 1, 1954. iv. Final Permit No. 12123-FP was issued by the Commission on May 22, 1987. The well is located in the NW1/4 of the SW1/4 of Section 27, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 163.1 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of May 28, 1944. v. Final Permit No. 12124-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the SW1/4 of said Section 27, and has an annual exportable volume of 106.4 acre-ft, a maximum pumping rate of 900 gpm and a priority date of June 22, 1954. vi. Final Permit No. 31526-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the SE1/4 of Section 22, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 144.4 acre-ft, a maximum pumping rate of 1100 gpm and a priority date of May 1, 1939. vii. Final Permit No. 31527-FP was issued by the Commission on May 22, 1987. The well is located in the NW1/4 of the SE1/4 of Section 22, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 139.1 acre-ft, a maximum pumping rate of 1100 gpm and a priority date of May 1, 1944. viii. Final Permit No. 31595-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the SW1/4 of Section 9, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 163.5 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of February 5, 1957. ix. Final Permit No. 1771-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the SW1/4 of Section 35, Township 2 North, Range 63 West of the 6th PM, and has an annual exportable volume of 83.2acre-ft, a maximum pumping rate of 1000 gpm and a priority date of June 2, 1939. x. Final Permit No. 1772-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the SW1/4 of Section 35, Township 2 North, Range 63 West of the 6th PM, and has an annual exportable volume of 125.3 acre-ft, a maximum pumping rate of 1100 gpm and a priority date of April 2, 1957. xi. Final Permit No. 1773-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the NW1/4 of Section 35, Township 2 North, Range 63 West of the 6th PM, and has an annual exportable volume of 79.9 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of April 4, 1940. xii. Final Permit No. 1774-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the SW1/4 of Section 35, Township 2 North, Range 63 West of the 6th PM, and has an annual exportable volume of 27.8 acre-ft, a maximum pumping rate of 600 gpm and a priority date of April 6, 1954. xiii. Final Permit No. 31612-FP was issued by the Commission on May 22, 1987. The well is located in the NW1/4 of the SE1/4 of Section 33, Township 2 North, Range 63 West of the 6th PM, and has an annual exportable volume of 65.4 acre-ft, a maximum pumping rate of 700 gpm and a priority

15

date of May 1, 1944. xiv. Final Permit No. 31653-FP was issued by the Commission on May 22, 1987. The well is located in the SE1/4 of the SE1/4 of Section 33, Township 2 North, Range 63 West of the 6th PM, and has an annual exportable volume of 98.0 acre-ft, a maximum pumping rate of 700 gpm and a priority date of June 30, 1944. xv. Final Permit No. 31654-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the NE1/4 of Section 1 4, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 116.8 acre-ft, a maximum pumping rate of 500 gpm and a priority date of June 30, 1951. xvi. Final Permit No. 31536-FP was issued by the Commission on May 22, 1987. The well is located in the SE1/4 of the NE1/4 of Section 4, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 84.6 acre-ft, a maximum pumping rate of 800 gpm and a priority date of May 1, 1943. xvii. Final Permit No. 1730-FP was issued by the Commission on December 30, 1992. The well is located in the SW1/4 of the SE1/4 of Section 4, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 92.0 acre-ft, a maximum pumping rate of 1600 gpm and a priority date of December 31, 1935. xviii. Final Permit No. 1731-FP was issued by the Commission on December 30, 1992. The well is located in the SW1/4 of the SE1/4 of Section 4, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 82.2 acre-ft, a maximum pumping rate of 1200 gpm and a priority date of March 20, 1957. xix. Final Permit No. 31542-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the NE1/4 of Section 27, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 193.3 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of July 29, 1964. xx. Final Permit No. 31643-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the NW1/4 of Section 34, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 111.3 acre-ft, a maximum pumping rate of 1150 gpm and a priority date of June 8, 1946. xxi. Final Permit No. 14860-FP was issued by the Commission on May 22, 1987. The well is located in the NW1/4 of the NW1/4 of Section 34, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 74.3 acre-ft, a maximum pumping rate of 950 gpm and a priority date of May 20, 1954. xxii. Final Permit No. 31640-FP was issued by the Commission on May 22, 1987. The well is located in the SW1/4 of the NE1/4 of Section 34, Township 1 North, Range 63 West of the 6th PM, and has an annual exportable volume of 297.2 acre-ft, a maximum pumping rate of 900 gpm and a priority date of December 10, 1968. xxiii. Final Permit No. 6419-FP was issued by the Commission on February 23, 1993. The well is located in the SW1/4 of the SE1/4 of Section 10, Township 1 South, Range 63 West of the 6th PM, and has an annual exportable volume of 347.2 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of November 30, 1964. xxiv. Final Permit No. 9175-FP was issued by the Commission on February 23, 1993. The well is located in the SW1/4 of the SE1/4 of Section 10, Township 1 South, Range 63 West of the 6th PM, and has an annual exportable volume of 301.4 acre-ft, a maximum pumping rate of 900 gpm and a priority date of April 20, 1965. Pursuant to specific orders of the Colorado Ground Water Commission and the Lost Creek Ground Water Management District (“Lost Creek District”), the following water rights were changed for use both within and outside of the Lost Creek Designated Basin: xxv. Amended Final Permit No. 15550-FP was issued by the Commission on June 15, 2006. The well is located in the SE1/4 of the SE1/4 of Section 22, Township 1 South, Range 63 West of the 6th P.M. and the permit was amended to include the following beneficial uses: municipal, commercial, industrial, domestic, augmentation, replacement, irrigation, stock watering, fish and wildlife purposes, recreation, residential, and fire protection. The water will be used, recaptured and reused, successively used, or disposed of until the water is fully consumed. xxvi. Amended Final Permit No. 31568-FP was issued by the Commission on June 15, 2006. The well is located in the SW1/4 of the NW1/4 of Section 14, Township 1 South, Range 63 West of the 6th P.M. and the permit was amended to include the following beneficial uses: municipal, commercial, industrial, domestic, augmentation, replacement, irrigation, stock watering, fish and

16

wildlife purposes, recreation, residential, and fire protection. The water will be used, recaptured and reused, successively used, or disposed of until the water is fully consumed. xxvii. Amended Final Permit No. 9430-FP was issued by the Commission on June 15, 2006. The well is located in the SW1/4 of the SW1/4 of Section 14, Township 1 South, Range 63 West of the 6th P.M. and the permit was amended to include the following beneficial uses: municipal, commercial, industrial, domestic, augmentation, replacement, irrigation, stock watering, fish and wildlife purposes, recreation, residential, and fire protection. The water will be used, recaptured and reused, successively used, or disposed of until the water is fully consumed. The following water rights are the subject of change cases to be filed or that have been filed with the Commission and the Lost Creek District. xxviii. Final Permit No. 31540-FP was issued by the Commission on December 30, 1992. The water right is owned by Chris and Christine Glover but is subject to a contract for purchase dated May 2, 2006, between Chris and Christine Glover and Prospect Farms, LLC. The well is located in the NW1/4 of the SW1/4 of Section 25, Township 1 North, Range 64 West of the 6th PM, and has an allowable annual appropriation of 130 acre-ft, a maximum pumping rate of 500 gpm and a priority date of June 1, 1953. xxix. Final Permit No. 5867-RFP was issued by the Commission on August 10, 2006. The water right is owned by Chris and Christine Glover but is subject to a contract for purchase dated May 2, 2006, between Chris and Christine Glover and Prospect Farms, LLC. The well is located in the NE1/4 of the SE1/4 of Section 25, Township 1 North, Range 64 West of the 6th PM, and has an allowable annual appropriation of 181 acre-ft, a maximum pumping rate of 700 gpm and a priority date of June 1, 1953. xxx. Final Permit No. 31530-FP was issued by the Commission on August 10, 2006. The water right is owned by Chris and Christine Glover but is subject to a contract for purchase dated May 2, 2006, between Chris and Christine Glover and Prospect Farms, LLC. The well is located in the NW1/4 of the SE1/4 of Section 25, Township 1 North, Range 64 West of the 6th PM, and has an allowable annual appropriation of 240 acre-ft, a maximum pumping rate of 1200 gpm and a priority date of July 27, 1963. xxxi. Final Permit No. 5866-RFP was issued by the Commission on August 10, 2006. The water right is owned by Chris and Christine Glover but is subject to a contract for purchase dated May 2, 2006, between Chris and Christine Glover and Prospect Farms, LLC. The well is located in the SE1/4 of the SE1/4 of Section 25, Township 1 North, Range 64 West of the 6th PM, and has an allowable annual appropriation of 233 acre-ft, a maximum pumping rate of 900 gpm and a priority date of May 1, 1954. xxxii. Final Permit No. 13961-FP was issued by the Commission on May 22, 1987. The water right is owned by the J&E Parker Farms Limited Partnership, but is subject to a contract for purchase dated August 12, 2006, between the J&E Parker Farms Limited Partnership and Prospect Land & Cattle, LLC. The well is located in the SE1/4 of the NE1/4 of Section 35, Township 2 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 100 acre-ft, a maximum pumping rate of 500 gpm and a priority date of July 1, 1933. xxxiii. Final Permit No. 31638-FP was issued by the Commission on May 22, 1987. The water right is owned by the J&E Parker Farms Limited Partnership, but is subject to a contract for purchase dated August 12, 2006, between the J&E Parker Farms Limited Partnership and Prospect Land & Cattle, LLC. The well is located in the SE1/4 of the NE1/4 of Section 35, Township 2 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 100 acre-ft, a maximum pumping rate of 500 gpm and a priority date of June 1, 1948. xxxiv. Final Permit No. 31531-FP was issued by the Commission on May 22, 1987. The water right is owned by the J&E Parker Farms Limited Partnership, but is subject to a contract for purchase dated August 12, 2006, between the J&E Parker Farms Limited Partnership and Prospect Land & Cattle, LLC. The well is located in the SE1/4 of the NE1/4 of Section 10, Township 1 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 213 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of October 29, 1945. xxxv. Final Permit No. 31532-FP was issued by the Commission on May 22, 1987. The water right is owned by the J&E Parker Farms Limited Partnership, but is subject to a contract for purchase dated August 12, 2006, between the J&E Parker Farms Limited Partnership

17

and Prospect Land & Cattle, LLC. The well is located in the NE1/4 of the NW1/4 of Section 10, Township 1 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 213 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of October 29, 1945. xxxvi. Final Permit No. 31588-FP was issued by the Commission on May 22, 1987. The water right is owned by Theron and Coretta Whitfield, but is subject to a contract for purchase dated October 4, 2006, between Theron and Coretta Whitfield and Prospect Land & Cattle, LLC. The well is located in the SW1/4 of the SE1/4 of Section 3, Township 1 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 50 acre-ft, a maximum pumping rate of 600 gpm and a priority date of June 5, 1932. xxxvii. Final Permit No. 31589-FP was issued by the Commission on May 22, 1987. The water right is owned by Theron and Coretta Whitfield, but is subject to a contract for purchase dated October 4, 2006 between Theron and Coretta Whitfield and Prospect Land & Cattle, LLC. The well is located in the SW1/4 of the SE1/4 of Section 3, Township 1 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 175 acre-ft, a maximum pumping rate of 1000 gpm and a priority date of August 5, 1954. xxxviii. Final Permit No. 8505-FP was issued by the Commission on May 22, 1987. The water right is owned by Theron and Coretta Whitfield, but is subject to a contract for purchase dated October 4, 2006, between Theron and Coretta Whitfield and Prospect Land & Cattle, LLC. The well is located in the SW1/4 of the SW1/4 of Section 15, Township 1 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 200 acre-ft, a maximum pumping rate of 1200 gpm and a priority date of September 30, 1944. xxxix. Final Permit No. 8506-FP was issued by the Commission on May 22, 1987. The water right is owned by Theron and Coretta Whitfield, but is subject to a contract for purchase dated October 4, 2006, between Theron and Coretta Whitfield and Prospect Land & Cattle, LLC. The well is located in the SE1/4 of the SW1/4 of Section 15, Township 1 North, Range 63 West of the 6th PM, and has an allowable annual appropriation of 200 acre-ft, a maximum pumping rate of 800 gpm and a priority date of July 15, 1944. c. Stored Water: Water stored from any source stored pursuant to the Pioneer Storage Facilities, described above. d. Town of Keenesburg Water Rights: The Town of Keenesburg (“Keenesburg”) owns the water right associated with Final Permit No. 31652-FP, which is located within the Lost Creek Designated Ground Water Basin, and the water right is subject to the retained right of Resource Colorado to all water delivered pursuant to Final Permit No. 31652-FP that is not fully consumed and is available to be recaptured, reclaimed, reused, or otherwise used after a first use of the water in an amount up to 77.7 af/year (“Recaptured Water”). The well is located in the SW1/4 of the S1/4 of Section 33, Township 2 North, Range 63 West of the 6th P.M. Pursuant to the Decrees entered in Case Nos. 98CV1727 and 99CV99, the permit was amended to include the following beneficial uses: municipal, commercial, industrial, domestic, augmentation, replacement, irrigation, stock watering, fish and wildlife purposes, recreation, residential, and fire protection. The water will be used, recaptured and reused, successively used, or disposed of until the water is fully consumed. Keenesburg owns nontributary water rights in addition to the Recaptured Water, including, but not limited to, the following-described water rights: I. Final Permit No. 23522-FP was issued by the Commission on May 22, 1987. The well is located in the SE1/4 of the SW1/4 of Section 26, Township 2 North, Range 64 West of the 6th PM, and has an annual allowable appropriation of 60 acre-ft, a maximum pumping rate of 150 gpm and a priority date of July 26, 1979. ii Final Permit No. 23850-FP was issued by the Commission on May 22, 1987. The well is located in the SE1/4 of the SW1/4 of Section 34, Township 2 North, Range 64 West of the 6th PM, and has an annual allowable appropriation of 65 acre-ft, a maximum pumping rate of 160 gpm and a priority date of July 26, 1979. iii. Permit No. 2417-F-R was issued by the Colorado Division of Water Resources (“DOWR”) on June 18, 1999. The well is located in the SW1/4 of the NW1/4 of Section 26, Township 2 North, Range 64 West of the 6th PM, and has an annual allowable appropriation of 32 acre-ft and a maximum pumping rate of 20 gpm. iv. Final Permit No. 31587-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the SW1/4 of Section

18

26, Township 2 North, Range 64 West of the 6th PM, and has an annual allowable appropriation of 50 acre-ft, a maximum pumping rate of 50 gpm and a priority date of July 14, 1966. v. Final Permit No. 31587-FP was issued by the Commission on May 22, 1987. The well is located in the NE1/4 of the SW1/4 of Section 26, Township 2 North, Range 64 West of the 6th PM, and has an annual allowable appropriation of 50 acre-ft, a maximum pumping rate of 50 gpm and a priority date of July 14, 1966. vi. Permit No. 57621-F was issued by the DOWR on June 7, 2002. The well is located in the SW1/4 of the NE1/4 of Section 26, Township 2 North, Range 64 West of the 6th PM, and has an annual allowable appropriation of 13.9 acre-ft and a maximum pumping rate of 30 gpm. vii. Final Permit No. 21704-FP was issued by the Commission on May 22, 1987. The well is located in the SE1/4 of the SE1/4 of Section 7, Township 2 North, Range 62 West of the 6th PM, and has an annual allowable appropriation of 130 acre-ft, a maximum pumping rate of 60 gpm and a priority date of August 23, 1976. viii. Final Permit No. 21703-FP was issued by the Commission on May 22, 1987. The well is located in the SE1/4 of the SW1/4 of Section 7, Township 2 North, Range 62 West of the 6th PM, and has an annual allowable appropriation of 130 acre-ft, a maximum pumping rate of 73 gpm and a priority date of August 23, 1976. Water rights owned by Keenesburg may be treated within the Pioneer WWTP and used within the Pioneer Property pursuant to an agreement between the Applicants and Keenesburg. To the extent Keenesburg delivers fully consumable water from any source to the Pioneer WWTP, such water will be used within the Pioneer Property as additional replacement sources pursuant to an agreement with Keenesburg. e. Fulton Shares: The water associated with 5 Fulton Ditch shares to be changed pursuant to an Application for Change of Water Right filed by Elkhart, LLC, a Colorado Limited Liability Company, filed or to be filed in the District Court in and for Water Division No. 1. f. Denver Basin Groundwater: Pursuant to an application pending before the Commission for PV Water and Sanitation Metropolitan District, and pursuant to Section 37-90-107(7), C.R.S., PV Water and Sanitation Metropolitan District is seeking the determination of rights to the Denver Basin Groundwater underlying approximately 4,396 acres of land within the Lost Creek Designated Basin which is described in the attached Exhibit D. The Denver Basin groundwater will be used within the Lost Creek Designated Basin and exported from the Lost Creek Designated Basin for use within the Pioneer Property and other property. Resource Colorado has or will enter into an agreement with PV Water and Sanitation Metropolitan District to use the Denver Basin Groundwater right determined pursuant to the aforementioned application. The foregoing water supplies are hereinafter referred to as “Augmentation Sources.” 9. Operation of Plan for Augmentation, including Substitution and Exchange: Applicants request the right to divert and store water out of priority at the Augmented Structures, so long as sufficient replacement water from any combination of the Augmentation Sources, including return flows from the fully consumable sources, is delivered above the point of diversion of the senior water right exercising a valid call. The amount of such replacement water shall be equal to the depletion resulting from such out of priority diversions and storage, or the amount of water called for, whichever is less. Applicants request that a method of accounting for the amounts, timing and locations of such depletions be determined in this proceeding. Applicants propose the following general terms and conditions for operation of the plan for augmentation: a. Delivery of Water to the Pioneer Property: The water delivered from the Augmentation Sources will be (1) directly used for municipal, commercial, industrial, domestic, augmentation, replacement, irrigation, stock watering, fish and wildlife purposes, recreation, residential, and fire protection purposes, and (2) recaptured and reused, successively used, or disposed of until the water is fully consumed. All deliveries of water from the Augmentation Sources will be metered and records maintained of the delivery of water. b. Use of Water in the Pioneer Property: All water delivered within the Pioneer Property shall be separately metered and accounted for non-irrigation uses and irrigation uses. Non-irrigation uses shall include, but not be limited to, indoor uses associated with residential and commercial development, and incidental outdoor uses, such as vehicle washing. Irrigation uses shall include, but not be limited

19

to, residential and commercial lawn irrigation, and irrigation of parks, school areas, and governmental facilities, and irrigation of crops. To the extent the water is used for non-irrigation uses and the water is delivered to the WWTP, the treated water will be metered and either discharged to Box Elder Creek, or discharged to a lined or unlined storage facility. The water discharged to Box Elder Creek or stored in lined or unlined storage facilities will be used and reused as part of the replacement of depletions, and substitution and exchange as described in this Application. Water delivered for irrigation uses will be water from either or both the Augmented Structures or the Augmentation Sources, and will be separately metered. With respect to irrigation uses, the calculation of the amount of water consumed by turfgrass or crops will depend on the type of crops grown and the irrigation system, and will generally be determined as follows: I. Turfgrass Irrigation and Return Flows: The consumptive use of turfgrass irrigation has been determined to be 85%. Therefore, 15% of all irrigation deliveries shall be accounted for as return flows to Box Elder Creek. ii. Agricultural Return Flows: Agricultural return flows will vary depending on the methods of irrigation used, which shall include but are not limited to the following described methods. Applicants specifically reserve the right to use irrigation methods in addition to those listed herein as long as the water utilized for such irrigation is separately metered and accounted for. (1) Surface Drip Irrigation: Consumptive use of water from drip irrigation has been calculated at 95% of deliveries. All drip irrigation return flows may be captured and reused. Available return flows will be calculated by multiplying the deliveries by 5%. (2) Sprinkler Irrigation: Consumptive use of water from sprinkler irrigation has been calculated at 80% of delivery. All sprinkler irrigation return flows may be captured and reused. Available return flows will be calculated by multiplying the deliveries by 20%. (3) Flood Irrigation: Consumptive use of water from flood irrigation has been calculated at 65% of delivery. All flood irrigation return flows may be captured and reused. Available return flows will be calculated by multiplying the deliveries by 35%. c. Timing, Quantity and Location of Depletions: The timing, quantity and location of depletions reaching the South Platte River and Box Elder Creek from consumptive use of water supplied from the wells contemplated in this Application will be calculated by the analytical equations described by Glover (Glover, Robert E., 1977, Transient Ground water Hydraulics, Water Resources Publications) and others. Although there are various methods for applying the analytical equations described by Glover, the primary method to be used in this case shall represent a parallel no-flow boundary which requires the following parameters: (1) a boundary condition for the alluvial aquifer indicating that the boundary constitutes a "no-flow" condition; (2) the width of the aquifer on the side of the river where the well or recharge structure is located, commonly referred to as "W"; (3) the distance from the river to the location of the well or recharge structure, commonly referred to as "X"; (4) the transmissivity of the aquifer in the vicinity of the well or recharge structure , commonly referred to as "T", and (5) the specific yield of the aquifer, commonly referred to as "S". The aquifer parameters for each of the wells which are a part of this plan will be determined, when possible, from the U.S. Geological Survey Publications entitled Hydrogeologic Characteristics of the Valley Fill Aquifer in the Brighton, Greeley, Sterling and Weldona Reaches of the South Platte River Valley, Colorado ("Hydrogeologic Characteristics"). The "X" and "W" factors for each structure will be determined by measurement of the perpendicular distance from Box Elder Creek to the structure. The "T" factor will be determined by using the transmissivity at the location of the structure as specified in Hydrogeologic Characteristics. To the extent a structure is located outside the area of the Hydrogeologic Characteristics, the "X", "W" and "T" factors will be determined by reference to alternative aquifer data. The specific yield for the aquifer shall be equal to twenty percent (20%). The Applicants propose to use the "alluvial aquifer" setting in the Integrated Decision Support Alluvial Water Accounting System ("AWAS") to complete the calculations of the stream depletions and recharge described in the Glover equation. AWAS was developed in 2003 by the Integrated Decision Support System at Colorado State University. AWAS is based upon the Analytical Stream Depletion Model of the Office of the State Engineer,

20

Colorado Division of Water Resources, which was developed by Dewayne R. Schroeder in 1987 to compute stream depletion or accretion caused by a well pumping from or recharging to an aquifer hydraulically connected to the stream. The alluvial aquifer setting of the AWAS program, or another program which incorporates the Glover no-flow boundary method, shall be used to determine the timing of stream depletions and recharge. Applicants reserve the right to propose alternative methods of calculating the stream depletions and recharge. d. Dominion and Control: Applicants will maintain dominion and control of all water diverted into the municipal water system serving the Pioneer Property that is not consumed, including return flows to the South Platte River system through the Pioneer WWTP and return flows to the South Platte River system from irrigation and other outside uses. Applicants claim the right to reuse and successively use all such return flows from the consumable sources of water described herein until such water has been entirely consumed, and claim the right to divert and store such return flows, directly and/or by substitution and exchange. APPLICATION FOR APPROVAL OF APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE. 10. Pioneer Box Elder Substitution and Exchange: Applicants claim the following rights of substitution and exchange pursuant to Sections 37-80-120, 37-82-106, 37-83-104, and 37-92-101, et seq., C.R.S.: a. Operation of the Substitution and Exchange: At such times when water is delivered to Box Elder Creek in excess of the replacement requirements pursuant to the plan for augmentation requested in this case, the water will be substituted and exchanged for water diverted from the Augmented Structures. b. Legal Description of Each Point of Diversion: The Pioneer Alluvial Wells and Pioneer Storage Facilities described above. c. Legal Description of the Reach of Box Elder Creek within the Substitution and Exchange: The water delivered to Box Elder Creek will be delivered within a reach of the South Platte River, consisting of an upstream point of Pioneer Alluvial Well No. 5, and downstream point of the northernmost boundary of Section 32, Township 3 North, Range 64 West of the 6th P.M. d. Date of initiation of appropriation: April 20, 2005. e. How appropriation was initiated: By investigation of the substitution and exchange location. f. Date water applied to beneficial use: N/A. g. Amount claimed: 30 cfs, conditional. h. Use or Proposed Use: The water diverted pursuant to the substitution and exchange will be used for the same uses as are specified in for the Application for Conditional Ground Water Rights and may also be stored pursuant to the terms and conditions specified in the Application for Conditional Storage Rights. 11. Pioneer South Platte Substitution and Exchange: Applicants claim the following rights of substitution and exchange pursuant to Sections 37-80-120, 37-82-106, 37-83-104, and 37-92-101, et seq., C.R.S.: a. Operation of the Substitution and Exchange: At such times when water is delivered to the South Platte River in excess of the replacement requirements pursuant to the plan for augmentation requested in this case, the water will be substituted and exchanged for water diverted from the Augmented Structures. b. Legal Description of Each Point of Diversion: I. The Pioneer Alluvial Wells and Pioneer Storage Facilities described above. c. Legal Description of the Reach of the South Platte River within the Substitution and Exchange: The water delivered to the South Platte River will be delivered within a reach of the Box Elder Creek, consisting of an upstream point of the southernmost boundary of Sections 13, 14, and 15 in Township 2 North, Range 65 West, and the southernmost boundary of Sections 17 and 18 in Township 2 North, Range 64 West of the 6th P.M., and downstream point of the confluence of the South Platte River and Box Elder Creek between Sections 16 and 17, Township 2 South, Range 67 West of the 6th P.M. d. Date of initiation of appropriation: April 20, 2005. e. How appropriation was initiated: By investigation of the substitution and exchange location. f. Date water applied to beneficial use: N/A. g. Amount claimed: 30 cfs, conditional. h. Use or Proposed Use: The water diverted pursuant to the substitution and exchange will be used for the same uses as are specified in for the Application for Conditional Ground Water Rights and may also be stored pursuant to the terms and conditions specified in the Application for Conditional Storage Rights. 12. Name and Address of Owner of Land on Which Point of Diversion and Place of Use are Located: a. Pioneer Communities Inc., a Colorado Corporation, 4643 Ulster Street, Ste. 1300, Denver, CO 80237. b.

21

PV Water and Sanitation Metropolitan District, 4643 Ulster Street, Ste. 1300, Denver, CO 80237, c. HP Farms LLC, a Colorado limited liability company, 4643 Ulster Street, Ste. 1300, Denver, CO 80237. d. Chris and Christine Glover, P.O. Box 305, Brighton, CO 80601. e. Fred Hubbs, 48100 W. 144th Avenue, Bennett, CO 80102. f. 4KL, LLC, 49001 W. 144th Avenue, Bennett, CO 80102. g. J&E Parker Farms Limited Partnership, a Nevada Limited Partnership, P.O. Box 319, Keenesburg, CO 80643. h. Theron and Coretta Whitfield, 33501 County Road 8, Keenesburg, CO 80643. I. Prospect Farms II LLC, a Colorado Limited Liability Company, 4643 Ulster Street, Ste. 1300, Denver, CO 80237. j. PV Water Holdings LLC, a Colorado Limited Liability Company, 4643 Ulster Street, Ste. 1300, Denver, CO 80237. WHEREFORE, applicants request the Court to enter a decree: 1. Approving and adjudicating the Claim for Conditional Ground Water Rights, 2. Approving and adjudicating the Claim for Conditional Surface Storage Rights, 3. Approving and adjudicating the plan for augmentation, including substitution and exchange; determining that such plan, including the out-of-priority diversions and storage described therein, will not cause injury to any other water rights’ and determining that the sources of augmentation water described herein are sufficient for replacement of all depletions described herein or to be determined in this proceeding, and 4. Adjudicating the conditional water rights of substitution and exchange claimed herein. 06CW257, The City of Aurora, Colorado, a municipal corporation of the Counties of Adams, Arapahoe, and Douglas, acting by and through its Utility Enterprise (“Aurora Water”), 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012. Telephone: 303-739-7370. c/o Robert E. Schween, Esq., John M. Dingess, Esq., Duncan, Ostrander & Dingess, P.C., 4600 South Ulster Street, Suite 1111, Denver, Colorado 80237-2875. Telephone 303.779.0200. APPLICATION FOR CONDITIONAL WATER RIGHTS AND FOR PLAN FOR AUGMENTATION, IN ADAMS AND ARAPAHOE COUNTIES. 2. Background: A. Aurora Water seeks conditional water rights and approval of a plan for augmentation for replacement of stream depletions caused by the use of tributary surface and ground water and the interception of ground water for structures located at Aurora’s municipal parks, greenbelts, and golf courses. Several parks, greenbelts, and golf courses, all described below, are partially irrigated with native water flows captured or ground water intercepted by ponds at the site or with tributary ground water pumped from shallow wells. B. For each of the structures named below, Aurora Water seeks to appropriate tributary water under a junior priority, when available, as claimed herein. When not in priority, Aurora Water seeks approval of an augmentation plan which is designed to fully replace all out-of-priority stream depletions caused by the use of such structures. C. Aurora Water has undertaken an effort to quantify its wholly consumable return flows generated by residential, commercial, and recreational lawn irrigation using Aurora’s supply of reusable water throughout the City. Such return flows are to be quantified at various quantification points located at drainages throughout the City. Credits established at these quantification points will be the principal source used to replace all stream depletions caused by out of priority use of tributary water at the various City parks, greenbelts, and golf courses, as described herein. However, all other reusable water sources owned by Aurora, as identified herein, may be used for such replacement purposes.

CLAIM FOR CONDITIONAL WATER RIGHTS 3. Appropriation of Conditional Water Rights. Conditional water rights are claimed for each of the structures named in the Table below and for the amounts indicated for each structure. A. Source: Tributaries to Sand Creek and Cherry Creek, tributary to the South Platte River. B. Date of Appropriation: December 14, 2006, based upon City of Aurora City Council Resolution No. R-2006-96, and Aurora Water’s posting of notices at the site of each structure claimed herein to demonstrate its intent to claim a conditional water right at the location of each structure and to augment all out of priority diversions made at each structure. C. Uses: All municipal uses for all structures including initial use and reuse until extinction. Such uses include

22

domestic, irrigation, commercial, industrial, fire protection, recreation, fish and wildlife propagation, stock watering, storage, replacement, augmentation, and exchange purposes. D. Location of Use: Within the present or future water service area of the City of Aurora. Structure Source Conditional AmountExpo Park Pond No. 1 & Pump Station

Westerly Creek 1,815 gpm

Expo Park Pond No. 2 Westerly Creek 10 gpmExpo Park Pond No. 3 Westerly Creek 5 gpmUtah Park Pond & Pump Station

Westerly Creek 1,150 gpm

Jewell Wetlands Pond Westerly Creek 5 gpmCity Center Park Pond West Tollgate Creek 10 gpmHutchinson Greenway Pond & Pump Station

West Tollgate Creek 1,220 gpm

Centre Hills GC Pond No. 1 & Pump Station

East Tollgate Creek 515 gpm

Centre Hills GC Pond No. 2 East Tollgate Creek 10 gpmCentre Hills GC Pond No. 3 East Tollgate Creek 5 gpmCentre Hills GC Pond No. 4 East Tollgate Creek 5 gpmSaddle Rock GC Well Permit No. 61038-F

Piney Creek 150 gpm

E. Fill and Refill. For all ponds listed in the Table above, Aurora Water requests the right to fill and refill.

PLAN FOR AUGMENTATION 4. Locations/Structures to be Augmented by Drainage Basin: A. Westerly Creek: Parks/Greenbelts Consumptive Uses Approximate

Acreage Estimated Annual Stream Depletion

(1) Expo Park Park Pond No 1 & Pump Station

Pond Evaporation Landscape Irrigation

3.12 Ac. 48.2 Ac.

09 AF 94 AF

Park Pond No. 2 Pond Evaporation 1.93 Ac. 06 AF Park Pond No. 3 Pond Evaporation 0.71 Ac. 02 AF (2) Utah Park Park Pond & Pump Station

Pond Evaporation Landscape Irrigation

2.5 Ac. 31.9 Ac.

07 AF 62 AF

(3) Jewell Wetlands Pond Evaporation 1.1 Ac. 04 AF B. West Tollgate Creek: Parks/Greenbelts Consumptive Uses Approximate

Acreage Estimated Annual Stream Depletion

(1) City Center Park Park Pond Pond Evaporation 1.7 Ac. 06 AF (2) Hutchinson Greenway

Greenway Pond & Pump Station

Pond Evaporation Landscape Irrigation

4.1 Ac. 48.5 Ac.

12 AF 95 AF

C. East Tollgate Creek: Golf Course Consumptive Uses Approximate

Acreage Estimated Annual Stream Depletion

(1) Centre Hills

23

Golf Course GC Pond No. 1 & Pump Station

Pond Evaporation Landscape Irrigation

1.48 Ac. 35.0 Ac.

4 AF 25 AF

GC Pond No. 2 Pond Evaporation 1.24 Ac. 4 AF GC Pond No. 3 Pond Evaporation 0.65 Ac. 2 AF GC Pond No. 4 Pond Evaporation 0.75 Ac. 2 AF D. Piney Creek: Golf Course Consumptive Uses Approximate

Acreage Estimated Annual Stream Depletion

(1) Saddle Rock Golf Course

Well Permit No. 61038-F

Pond Evaporation Landscape Irrigation

1.78 Ac. 63.0 Ac.

54 AF

E. Summary of Estimated Stream Depletions by Basin: Drainage Basin Total Estimated Annual

Stream Depletions Westerly Creek 184 AF West Tollgate Creek 113 AF East Tollgate Creek 37 AF Piney Creek 54 AF TOTAL 388 AF

5. Description of Structures to be Augmented: A. Westerly Creek: (1) Expo Park Pond #1 and Pump Station: Irrigation Pond with pump located on Westerly Creek in the NE1/4 of the NW1/4 of Section 14, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 250 feet from the North Section line and 1,590 feet from the West Section line. (2) Expo Park Pond #2: Pond located on Westerly Creek in the SE1/4 of the NW1/4 of Section 14, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 1,615 feet from the North Section line and 1,520 feet from the West Section line. (3) Expo Park Pond #3: Pond located on Westerly Creek in the SE1/4 of the NW1/4 of Section 14, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 2,125 feet from the North Section line and 1,700 feet from the West Section line. (4) Utah Park Pond & Pump Station: Irrigation pond with pump located on Westerly Creek in the SW1/4 of the SW1/4 of Section 24, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 900 feet from the South Section line and 715 feet from the West Section line. (5) Jewell Wetlands Pond: Pond located in the SW1/4 of the SE1/4 of Section 24, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 340 feet from the South Section line and 2,420 feet from the East Section line. B. West Tollgate Creek: (1) City Center Park Pond: Pond located in the SW 1/4 of the SE 1/4 of Section 7, Township 4 South, Range 66 West of the 6th P.M., Arapahoe County, at a point 760 feet from the South Section line and 2,065 feet from the East Section line. (2) Hutchison Greenway Pond & Pump Station: Irrigation Pond with pump located on West Tollgate Creek in the SW1/4 of the SE1/4 of Section 28, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 275 feet from the South Section line and 1,920 feet from the East Section line. C East Tollgate Creek: (1) Centre Hills Golf Course Pond #1 & Pump Station: Irrigation Pond with pump located on East Tollgate Creek in the NE1/4 of the SW1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 1,475 feet from the South Section line and 2,630 feet from the West Section line. (2) Centre Hills Golf Course Pond #2: Pond located on East Tollgate Creek in the SW1/4 of the SE1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 920 feet from the South Section line and 2,245 feet from the East Section line. (3) Centre Hills Golf Course Pond #3: Pond located on East Tollgate Creek in the SW1/4 of the SE1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M.,

24

Arapahoe County, at a point 650 feet from the South Section line and 1,310 feet from the East Section line. (4) Centre Hills Golf Course Pond #4 Pond located on East Tollgate Creek in the SE1/4 of the SE1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 360 feet from the South Section line and 645 feet from the East Section line. D. Piney Creek: (1) Saddle Rock Golf Course Well Permit No. 61038-F: A tributary well in Piney Creek located in the NE1/4 of the NW1/4, Section 25, Township 5 South, Range 66 West of the 6th P.M., Arapahoe County, at a point 850 feet from the North Section line and 2525 feet from the West Section line. See General Location Map, Exhibit A, hereto for location of all structures. 6. Sources to be Used for Replacement: A. All Aurora Water’s Reusable Sources. All of Aurora Water’s reusable sources not dedicated to other plans. All such reusable sources are set forth by basin and by Water Court case number in the attached Exhibit B. B. Sources Acquired in Case No. 06CW104. This is a pending application in Water Division 1 which seeks, inter alia, a new appropriative right on the South Platte River. C. Lawn Irrigation Return Flows Quantified in Case No. 02CW341. This is a pending application in Water Division 1 which seeks to quantify return flows after the use of reusable water within Aurora at certain quantification points in each particular drainage basin. D. Nontributary Ground Water. Although this source is listed in Exhibit B as one of Aurora Water’s reusable water sources, it is somewhat different in nature from other fully reusable sources because of the relinquishment requirement associated with such ground water. In instances where this requirement is present, two percent (2%) of such water returning to the stream will not be claimed or reused. 7. From Previous Decrees: N/A. 8. History of Out of Priority Use and Depletion Analysis: For each structure addressed in this augmentation plan, an analysis was performed to determine the approximate stream depletions caused by the interception and/or the use of tributary water on an annual basis. 9. Location of Replacement Sources: A. Location of Replacement Water Generally: (1) Sand Creek Waste Water Reclamation Facility: Located in the NW1/4 of Section 26, Township 3 South, Range 67 West of the 6th P.M., Arapahoe County. (2) Quincy Reservoir: Located in the following portions of Sections 9 and 10, Township 5 South, Range 66 West of the 6th P.M. (within the 18300 block of East Quincy Avenue in Aurora, Colorado): The NE1/4, E1/2, and N1/2 of the SE1/4 of Section 9, and the S1/2, NW1/4, and N1/2 of the SW1/4 of Section 10. The approximate latitude of the outlet works is 39° 38’ 13” N and approximate longitude is 104° 46” 53” W. This reservoir is an off-channel reservoir. (3) Aurora Reservoir: Located in Sections 15, 16, 20, 21, and 22, Township 5 South, Range 65 West of the 6th P.M, Arapahoe County, Colorado. The outlet works is located 1900 feet south, 52 feet west of the NE corner of Section 16, Township 5 South, Range 65 West of the 6th P.M, Arapahoe County, Colorado. (4) Nontributary Ground Water Wells: Any such well which may withdraw nontributary ground water pursuant to Aurora Water’s Water Court decrees listed in Exhibit B. B. Location of Lawn Irrigation Return Flows (LIRFs): LIRFs will accrue to various tributaries in the City of Aurora. These LIRFs will be accounted for in pending Case No. 02CW341, Water Division 1, and will be used to replace out-of-priority stream depletions. C. Transit Losses. Transit loss assessments will be made as required by the Water Commissioner. Transit loss assessments will be accounted for in the calculation of replacement water needed and may be adjusted based on further information or coordination with the Water Commissioner. D. Accounting: Accounting will be separately accomplished for each structure to be augmented. Monthly accounting forms will be prepared and submitted to the Division Engineer. 10. Plan Operation: A. Aurora Water shall quantify its out of priority well depletions for structures and ponds listed in this application above using an analytical method, which incorporates the impacts of the alluvial boundary similar to the Alluvial Water Accounting System (“AWAS”) to calculate said depletions. Aurora shall then replace the depletions in time, location, and amount in a manner that will not injuriously affect the owner of or persons entitled to use water under a vested water right or decreed conditional water right. B. Aurora Water shall also replace all out of priority depletions, if any, that may occur after any diversions or pond evaporative losses cease. C. All wells listed in this

25

application shall be equipped with totalizing flow meters to determine the monthly and annual amounts pumped. Pumping from wells shall be recorded on a daily basis on an accounting form that shall be provided to the Division Engineer for Water Division 1, or his designated representative, on a monthly basis, or more frequently, if so requested. Pond evaporation will be calculated based on the surface area of each pond. 11. Proposed Terms and Conditions: A. Unless tributary water may be diverted or pumped under the priority claimed herein, all tributary water diverted or pumped at each structure will be limited to an amount of water calculated to be available based upon available replacement water. B. Applicant will perform all the necessary monthly and annual accounting functions and make reports to the Division Engineer as requested. C. The plan requested will prevent injurious effect upon other owners or persons entitled to use water under vested or decreed conditional water rights. D. At times when these structures are in priority to pump and/or evaporate water, Aurora Water shall not be required to replace stream depletions from these structures attributable to any current or prior pumping and/or evaporation. 12. Name and Address of Owner of Land Upon Which Well and Water Rights Are Located: All structures and water rights referenced in this application are owned by the City of Aurora, 15151 East Alameda Parkway, Suite 3200, Aurora, Colorado 80012. WHEREFORE, Applicant City of Aurora, acting by and through its Utility Enterprise, requests this Court to enter a decree granting the application for the conditional appropriations requested and approving the augmentation plan as described hereinabove. FURTHER, Applicant prays the Court grant such other relief as it deems proper in this matter. 06CW258 CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD, IN LARIMER AND WELD COUNTIES. APPLICATION FOR CHANGE OF USE OF TRANSBASIN WATER RIGHTS WITHIN RECEIVING BASIN, AND FOR CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, INCLUDING STORAGE. 1. Name, address, and telephone number of applicant: City of Greeley, acting by and through its Water and Sewer Board (“Greeley”) c/o Martin Howell, 1100 Tenth Street, 3rd floor, Greeley, CO 80631 (970) 350-9811. Send copies of pleadings to: James S. Witwer, Douglas M. Sinor, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203 (303) 861-1963; Jessica Pault, Greeley City Attorney’s Office, 1100 Tenth Street, 4th floor, Greeley, CO 80631 (970) 350-9762. 2. Purpose of application: Windsor Reservoir and Canal Company owns 150 shares of the 450 outstanding shares of stock in the Tunnel Water Company that entitle Windsor Reservoir and Canal Company to a portion of the water diverted under transbasin water rights decreed to the Laramie River Tunnel and the related collection ditches and reservoirs known as the Laramie River System. Greeley has acquired 75 of the 150 outstanding shares of class B common stock in the Windsor Reservoir and Canal Company (the “75 Shares”) that entitle Greeley to one-half 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. Greeley seeks to change the use of the 75 Shares from irrigation to irrigation and all municipal and related uses. Pursuant to the requested change, water associated with the 75 Shares will continue to be diverted at the original points of diversion in the Laramie River basin and delivered to the Cache la Poudre River through the Laramie River Tunnel as it has been historically, but will be delivered to and rediverted and stored at new points in the South Platte River basin. Greeley seeks the right to reuse, successively use and dispose of to extinction water diverted pursuant to the 75 Shares. Greeley also seeks appropriative rights to divert water yielded by the 75 Shares by substitution and exchange at new points on the North Fork of the Cache la Poudre River. APPLICATION FOR CHANGE OF WATER RIGHT. 3. Decreed names of structures for which change is sought: The Laramie River Tunnel and the following ditches and reservoirs associated with the Laramie River Tunnel, collectively referred to hereinafter as the Laramie River System: Laramie River Tunnel; Rawah Ditch; Rawah and Lower Supply Ditch; McIntyre Ditch; Link Lake Reservoir No.

26

1; Link Lake Reservoir No. 2; Link Lake Reservoir No. 3; Link Lake Reservoir No. 4; Link Lake Reservoir No. 5; Link Lake Reservoir No. 6; Link Lake Reservoir No. 7; Link Lake Reservoir No. 8; Link Lake Reservoir No. 9; Link Lake Reservoir No. 10; Link Lake Reservoir No. 11; Link Lake Reservoir No. 12; Link Lake Reservoir No. 13; Link Lake Reservoir No. 14. 4.From previous decree: A. Case No., Court, date entered: The water rights for all of the Laramie River System structures listed above were initially decreed as conditional in Case No. 2725, Adjudication of the Priorities of Water Rights in Irrigation District No. 48, Larimer County District Court, February 20, 1914. The water rights for all of the above-listed Laramie River System structures were decreed absolute in Case No. 5993, Adjudication of the Priorities of Water Rights in Irrigation District No. 48, Larimer County District Court, September 11, 1944.B. Decreed points of diversion (all points in the 6th P.M., Larimer County, Colorado): 1). Laramie River 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 Northeast Quarter (NE1/4) Southwest Quarter (SW1/4) of Section 7, Township Eight (8) North, Range Seventy-five (75) West, from which point it passes through and under the Green Mountains to the Cache la Poudre River. 2). Rawah Ditch: The ditch has its first and principal headgate on the east bank of Rawah Creek, in Larimer County, Colorado, near a point in the Northeast Quarter (NE1/4) Southwest Quarter (SW1/4) of Section Thirty-two (32), Township Nine (9) North, Range Seventy-six (76) West, whence the southwest corner of said Section 32 bears South 50° 50’ West 2950 feet, from which point it runs in a general easterly and southerly direction to the north slope of the drainage area of the West Fork of the Laramie River where its waters are discharged and flow to said West Fork of the Laramie River and thence to the Laramie River Tunnel and the Cache la Poudre River. Along its course it intersects West Springer, Rapid, Fall, Winifred and Mill Creeks and diverse other creeks situated between Rawah Creek and the West Fork of the Laramie River, at each of which there is a separate point of diversion identical with the intersection of said ditch with the east or south bank of each of said streams. 3).Rawah & Lower Supply Ditch: The ditch has its first and principal headgate on the east or south bank of Rawah Creek in Larimer County, Colorado, near a point in Section Fourteen (14), Township Nine (9) North, Range Seventy-six (76) West, whence the southeast corner of said section bears South 71° 0’ West about 2540 feet distant, from which point it runs in a general southeasterly direction to the bed and channel of the Laramie River at a point near the west portal of the Laramie River Tunnel and from which said point of delivery said waters are conveyed through the Laramie River Tunnel to the Cache la Poudre River. It intersects West Springer, Rapid, Fall, Winifred, Mill and diverse other streams, tributary to the Laramie River, entering said stream on the west side thereof between Rawah Creek and the West Fork of the Laramie River, and has points of diversion as to each thereof, said points being in each instance identical with the point of intersection of said ditch with the south or east banks of said streams. 4). McIntyre Ditch: Its first and principal headgate is on the east bank of McIntyre Creek, at or near a point in the Northeast Quarter (NE1/4 ) Northeast Quarter (NE1/4 ) of Section Thirty-one (31), Township Nine (9) North, Range Seventy-six (76) West, whence the west corner of said Section 31 bears South 12° 41’ East 4257 feet distant, from which point said ditch extends in a general southeasterly direction to Rawah Creek and at or near the headgate and place of beginning of the Rawah Ditch. The ditch intersects some small tributaries of Rawah Creek along its line. 5). Link Lake Reservoir No. 1: The reservoir is located upon the SE1/4 of Section Seven (7), Township Eight (8) North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 6). Link Lake Reservoir No. 2: The reservoir is located upon the SW1/4 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 7). Link Lake Reservoir No. 3: The reservoir is located upon the NW1/4 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 8). Link Lake Reservoir No. 4: The reservoir is located upon the NW1/4 of Section 5, Township 8 North,

27

Range 76 West and the SW1/4 of Section 32, Township 9 North, Range 76 West. It is constructed across Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 9). Link Lake Reservoir No. 5: The reservoir is located upon the N1/2 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 10). Link Lake Reservoir No. 6: The reservoir is located upon the N1/2 of Section 5, Township 8 North, Range 76 West and the SW1/4 of Section 32, Township 9 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 11). Link Lake Reservoir No. 7: The reservoir is located upon the NE1/4 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 12). Link Lake Reservoir No. 8: The reservoir is located upon the S1/2 of Section 4, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 13). Link Lake Reservoir No. 9: The reservoir is located upon the NE1/4 of Section 6, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 14). Link Lake Reservoir No. 10: The reservoir is located upon the NE1/4 of Section 31, Township 9 North, Range 76 West. It is constructed across McIntyre Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 15). Link Lake Reservoir No. 11: It is located upon the SW1/4 of Section 31, Township 9 North, Range 76 West. It is constructed across McIntyre Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 16). Link Lake Reservoir No. 12: The reservoir is located upon the NW1/4 of Section 4, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 17). Link Lake Reservoir No. 13: The reservoir is located upon the NE1/4 of Section 29, Township 9 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. 18). Link Lake Reservoir No. 14: The reservoir is located upon the NE1/4 of Section 29, Township 9 North, Range 76 West. It is constructed across Spring Creek, a branch and tributary of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. A map depicting the general location of the diversion and delivery points for the Laramie River System structures is attached as Exhibit 1.C. Source: 1). Laramie River Tunnel: Laramie River and the West Fork of the Laramie River. The tunnel is used for the diversion and carriage of water from said streams to the Cache la Poudre River and as the principal unit or portion of the Laramie River System, in conjunction with all the units thereof, for the conveyance of all waters collected, regulated, diverted conveyed and discharged at its west portal. 2). Rawah Ditch: Rawah, West Springer, Rapid, Fall, Winifred and Mill Creeks, and diverse other creeks situated between Rawah Creek and the West Fork of the Laramie River, but, particularly, the upper portions or tributaries of all said streams. The ditch is used for the diversion and carriage of waters from the several creeks above mentioned to the Laramie River Tunnel and then to the Cache la Poudre River, and also as a part of the Laramie River System for the carriage of water stored and regulated in the Link Lakes Reservoirs, or waters delivered by the McIntyre Ditch, such use being in addition to its use as a canal for the diversion of waters from the above mentioned streams. 3). Rawah and Lower Supply Ditch: Rawah, West Springer, Rapid, Fall, Winifred and Mill Creeks, and diverse other creeks tributary to the Laramie River, entering said stream on the west side thereof between Rawah Creek and the West Fork of the Laramie River. The ditch is used for the diversion and carriage of waters from the several streams mentioned above to the Laramie River Tunnel and then to the Cache la Poudre River, and also a part of the Laramie River System for the carriage of water stored and regulated in the Link Lakes Reservoirs, or waters conveyed by the McIntyre Ditch and delivered at the headgate of this ditch by the use of Rawah Creek. 4). McIntyre Ditch: McIntyre Creek and some small tributaries of Rawah Creek intersected by the ditch along its line. This ditch is used for the diversion and carriage of water from McIntyre

28

Creek and branches of Rawah Creek to the Cache la Poudre River by use of either the Rawah or Rawah and Lower Supply Ditches and the Laramie River Tunnel. The McIntyre Ditch is a part of the Laramie River System, and when so used conveys the waters stored or regulated in Link Lakes Reservoirs 10 and 11. 5). Link Lake Reservoir No. 1: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 6). Link Lake Reservoir No. 2: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 7). Link Lake Reservoir No. 3: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 8): Link Lake Reservoir No. 4: Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 9): Link Lake Reservoir No. 5: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 10). Link Lake Reservoir No. 6: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 11). Link Lake Reservoir No. 7: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 12). Link Lake Reservoir No. 8: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 13). Link Lake Reservoir No. 9: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. 14). Link Lake Reservoir No. 10: McIntyre Creek. McIntyre and Rawah Creeks are used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the McIntyre Ditch and Rawah Ditch or the Rawah and Lower Supply Ditch. 15). Link Lake Reservoir No. 11: McIntyre Creek. McIntyre and Rawah Creeks are used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the McIntyre Ditch and the Rawah Ditch or the Rawah and Lower Supply Ditch. 16). Link Lake Reservoir No. 12: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah and Lower Supply Ditch. 17). Link Lake Reservoir No. 13: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah and Lower Supply Ditch. 18). Link Lake Reservoir No. 14: Spring Creek, a branch and tributary of Rawah Creek. Rawah Creek is used to convey water from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah and Lower Supply Ditch. D. Appropriation date: August 25, 1902, for all structures of the Laramie River System. E. Amount: 1).Laramie River Tunnel: 300 cfs. 2). Rawah Ditch: 225 cfs. 3). Rawah and Lower Supply Ditch: 275 cfs. 4). McIntyre Ditch: 40 cfs. 5). Link Lake Reservoir No. 1: 1,050 acre-feet. 6). Link Lake Reservoir No. 2: 1,400 acre-feet. 7). Link Lake Reservoir No. 3: 525 acre-feet. 8). Link Lake Reservoir No. 4: 592 acre-feet. 9). Link Lake Reservoir No. 5: 700 acre-feet. 10). Link Lake Reservoir No. 6: 300 acre-feet. 11).Link Lake Reservoir No. 7: 440 acre-feet. 12). Link Lake Reservoir No. 8: 2,000 acre-feet. 13). Link Lake Reservoir No. 9: 574 acre-feet. 14). Link Lake Reservoir No. 10: 425 acre-feet. 15). Link Lake Reservoir No. 11: 1,148 acre-feet. 16). Link Lake Reservoir No. 12: 138 acre-feet. 17). Link Lake Reservoir No. 13: 597 acre-feet. 18). Link Lake Reservoir No. 14: 597 acre-feet. F. Historical use: Water associated with the 75 Shares has historically been used for irrigation of lands served by the Windsor Reservoir and Canal Company system. A map showing the general location of the Windsor Reservoir and Canal Company system is attached as Exhibit 2. Summaries of monthly and annual diversions of water through the Laramie River Tunnel (also known as the Laramie-Poudre Tunnel) for the years 1950 through 2005 are attached hereto as Exhibit 3. 5. Proposed change: A.

29

Change requested and proposed plan of operation. The Laramie River System water rights are transbasin water rights, whereby water is imported from the Laramie River to the Cache la Poudre River, in the South Platte River basin. No change in the decreed points of diversion for the Laramie River System water rights associated with the 75 Shares is requested. Greeley seeks to change the use of the 75 Shares within the South Platte River basin from irrigation to irrigation and all municipal and related uses, as described more fully below. Pursuant to C.R.S. 37-82-106, Greeley seeks the right to fully consume water yielded by the 75 Shares, whether by direct use, storage and subsequent release, reuse, successive use, further exchange, or disposition. 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 historical use of the 75 Shares. City of Thornton v. Bijou Irrigation Co. 926 P.2d 1 (Colo. 1996). B. Location: Under the proposed change, water from the 75 Shares will continue to be diverted at the decreed points of diversion in the Laramie River basin described above and be delivered to the Cache la Poudre River through the Laramie River Tunnel. Following delivery through the Laramie River Tunnel to the Cache la Poudre River, Greeley claims the right to redivert the water in any structure that Greeley owns, has the right to use, or may acquire the right to use in the future, including, but not limited to, the points listed below for direct use or storage, and for the uses described below. Greeley claims the right to divert the water at additional points of rediversion or storage or change the location of the points of rediversion listed below at any time without amending this application or any decree entered in this case. 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 in 6th P.M., Larimer County, Colorado.) 1). Milton Seaman Reservoir, as the same may be enlarged and located as described in paragraph 6.C.1). below, by rediversion of water through any of the following structures: i. One or more gravity or pumping pipelines and diversions that may be constructed on the Cache la Poudre River below the Wild and Scenic River designation in Section 1, Township 8 North, Range 71 West; Section 6, Township 8 North, Range 70 West; Section 31, Township 9 North, Range 71 West; Section 6, Township 8 North Range 70 West; Section 32, Township 9 North, Range 71 West, Section 5, Township 8 North, Range 70 West; Section 32 Township 9 North, Range 71 West; Section 33, Township 9 North, Range 71 West. ii. Fort Collins Pipeline diversion, located on the Cache la Poudre River in the SE1/4, Section 32, Township 9 North, Range 70 West, being more particularly described as follows: considering the East line of said SE1/4 as bearing North 7º 49’ 9” East, and with all bearings contained therein relative thereto; commencing at the Southeast Corner of said Section 32; thence North 4º 32’ 46” East, 1335.13 feet to the center of said pipeline intake. 2). City of Greeley Pipeline diversion, which is at the Northeast abutment of the City of Greeley Pipeline Diversion Dam located approximately 1,825 feet South and 1,955 feet West of the Northeast corner of Section 15, Township 8 North, Range 70 West. The Greeley Pipeline Diversion Dam is located on the Cache la Poudre River in the Southwest 1/4 of the Northeast 1/4 of the Southwest 1/4 of the Northeast 1/4 of Section 15, Township 8 North, Range 70 West. 3). Overland Trail Reservoirs, as such reservoirs are described in the application and amended application filed in Case No. 00CW251, Water Division No. 1, by rediversion 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. C. 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,

30

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 exchange or by storage and subsequent release. The water will be used by Greeley within Greeley’s existing or future service area, and by other water users in the South Platte River basin to whom Greeley may lease or otherwise dispose of the water. 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 75 Shares by exchange pursuant to, but not limited to, the rights of substitution and exchange, including storage, claimed by Greeley in pending Case Nos. 99CW231, 99CW234, 00CW251 and 2005CW326. APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, INCLUDING STORAGE. 6. Without affecting any other rights that Greeley may claim to exchange water delivered to the Cache la Poudre River through the Laramie River Tunnel, Greeley claims exchanges of water from the 75 Shares between the exchange points listed below: A. Name of water rights claimed: Greeley’s Tunnel Water Exchanges. B. Exchange from Point (Location where water is provided in substitution and/or exchange): 1). Confluence of the Cache la Poudre River and the North Fork of the Cache la Poudre River. (Water attributable to the 75 Shares will be delivered down the Cache la Poudre River from the Laramie River Tunnel to said confluence, subject to any river transit losses.)C. Exchange-To Points (Locations where water is diverted by exchange): All of the exchange-to points are located in the 6th P.M., Larimer County, Colorado. 1). 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 SW1/4, NE1/4 and SE1/4, NW1/4 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 Milton Seaman Dam. Rate of diversion by exchange: up to 300 cfs. 2). North Poudre Canal. This point is located on the North Fork of the Cache La Poudre River at a point 1080 feet west and 170 feet north of the SE corner of Section 12, Township 10 North, Range 71 West, from the North Fork of the Cache La Poudre River. Rate of diversion by exchange: up to 150 cfs. 3). 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. Rate of diversion by exchange: up to 300 cfs. D. Source of substitute supply: Transbasin water yielded from the 75 Shares delivered to the Cache la Poudre River through the Laramie River Tunnel. E. Rate of exchange: Greeley claims a maximum simultaneous rate of exchange of 300 cfs, conditional, for the above described exchanges. F. Appropriation date claimed: November 15, 2006. How appropriation initiated. By formation of the requisite intent to appropriate together with overt acts manifesting such intent, including but not limited to acquisition of the 75 Shares to be used as the substitute supply, passage of a resolution by the Greeley Water and Sewer Board of Directors, and field work and engineering studies related to the claimed exchanges. G. Uses. All uses described in paragraph 5.C. above, by direct use or by storage and subsequent release. 7. 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. Fort Collins Pipeline diversion: City of Fort Collins, Attn: Real Estate, P.O Box 580, Fort Collins, CO 80522. B. City of Greeley Pipeline diversion: City of Greeley, 919 7th Ave., Greeley, CO 80631. C. Overland Trail Reservoirs: Mark A. Linder, 4355 W. County Road 50E, Fort Collins, CO 80521; Joseph S. and Daniel A. Glass, 1331 North Taft Hill Road, Fort Collins, CO 80521; Kenneth C. Hilt, 1429 North Taft Hill Road, Fort Collins, CO 80521-1334; Alvin G. and Florence Treiber, 3509 Arapahoe Drive, Fort Collins, CO 80521; James S. and Joyce Warson, 67-1066 Palekaikou Trail, Kamuela, HI 96743; The City of Greeley, Acting by and through its Water and Sewer Board, 1100 10th Street, 3rd Floor, Greeley, CO

31

80631; Fort Collins-Loveland Water District, A Political Subdivision of the State of Colorado, 4700 South College Avenue, Fort Collins, CO 80525; North Weld County Water District, A Political Subdivision of the State of Colorado, 33247 Highway 85, Lucerne, CO 80646; East Larimer County Water District, A Political Subdivision of the State of Colorado, P.O. Box 2044, Fort Collins, CO 80522. D. The Overland Trail Diversion Structure: The City of Greeley, Acting by and through its Water and Sewer Board, 1100 10th Street, 3rd Floor, Greeley, CO 80631; Fort Collins-Loveland Water District, A Political Subdivision of the State of Colorado, 4700 South College Avenue, Fort Collins, CO 80525; North Weld County Water District, A Political Subdivision of the State of Colorado, 33247 Highway 85, Lucerne, CO 80646; East Larimer County Water District, A Political Subdivision of the State of Colorado, P.O. Box 2044, Fort Collins, CO 80522. E. Milton Seaman Reservoir: City of Greeley, 808 23rd Avenue, Greeley, CO 80631; Bureau of Reclamation, 11056 W. County Road 18E, Loveland, CO 80537; United States Department of Agriculture, Forest Service, Inspector General, 2850 McClelland Drive, Fort Collins, CO 80526; Katherine F. and David P. 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; City of Greeley Water and Sewer Department, Seaman Dam, 808 23rd Avenue, Greeley, CO 80631; United States of America, Arapahoe/Roosevelt National Forest, 2150 Centre Avenue East, 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. F. 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 C. and Mary J. 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. G. North Poudre Canal: The point of diversion for the North Poudre Canal is on land owned by the Landowners’ Association for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525. The structure itself is owned by the North Poudre Irrigation Company, whose address is 43910 Weld County Road 45, Ault, CO 80610. 06CW259. Fort Collins-Loveland Water District, 5150 Snead Drive, Fort Collins, CO 80525; North Weld County Water District, P.O. Box 56, Lucerne, CO 80646. (Jeffrey J. Kahn, Esq., Scott E. Holwick, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978.) APPLICATION FOR CHANGE OF USE OF TRANSBASIN WATER RIGHTS AND FOR CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE IN LARIMER COUNTY. 2. Purpose of application: Windsor Reservoir and Canal Company (“WRRC”) owns 150 shares of the 450 outstanding shares in the Tunnel Water Company that entitles WRRC to a portion of the water diverted under the transbasin water rights decreed to the Laramie River Tunnel and the related collection ditches and reservoirs known as the Laramie River System. The Districts have acquired 75 of the 150 outstanding shares of Class B common stock in WRRC (the “75 Shares”) that entitle the Districts to one-half of the water from the Laramie River System to which WRRC is entitled by virtue of its ownership of stock in the Tunnel Water Company. The Districts seek to change the use of the transbasin water rights associated with the 75 Shares (the “Subject Water Rights”) by adding all municipal and related uses to the existing irrigation use. The Subject Water Rights will continue to be diverted at the decreed points of diversion in the Laramie River basin and will continue to be delivered to the Cache la Poudre River through the Laramie River Tunnel. Once within the Cache la Poudre River basin, the Districts will deliver the Subject Water Rights to structures that

32

they own, have a right to use or may acquire in the future. The Districts seek the right to reuse, successively use and dispose of to extinction water yielded by the Subject Water Rights. The Districts also seek to exchange the Subject Water Rights to structures along both the main stem and the north fork of the Cache la Poudre River. 3. Decreed name of structures for which change is sought: Laramie River Tunnel, Rawah Ditch, Rawah and Lower Supply Ditch, McIntyre Ditch and Link Lake Nos. 1-14 (collectively, the “Structures”) as each are more specifically described in paragraph 4 below. 4. Description of previous decrees: A. Case no., court, date entered: The water rights for all of the Structures listed in paragraph 3 above were originally decreed as conditional by the District Court in Larimer County on February 20, 1914 in Civil Action No. 2725. The water rights for all of the Structures listed in paragraph 3 above were decreed as absolute by the District Court in Larimer County on September 11, 1944 in Civil Action No. 5993. B. Decreed points of diversion (all points in the 6th P.M., Larimer County, Colorado): i. Laramie River 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 NE1/4 SW1/4 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. ii. Rawah Ditch: The ditch has its first and principal headgate on the east bank of Rawah Creek in Larimer County, Colorado near a point in the NE1/4 SW1/4 of Section 32, Township 9 North, Range 76 West whence the SW corner of said Section 32 bears South 50° 50’ West 2950 feet, from which point it runs in a general easterly and southerly direction to the north slope of the drainage area of the West Fork of the Laramie River where its waters are discharged and flow to said West Fork of the Laramie River and thence to the Laramie River Tunnel and the Cache la Poudre River. Along its course it intersects West Springer, Rapid, Fall, Winifred and Mill Creeks and diverse other creeks situated between Rawah Creek and the West Fork of the Laramie River, at each of which there is a separate point of diversion identical with the intersection of said ditch with the east or south bank of each of said streams. iii. Rawah & Lower Supply Ditch: The ditch has its first and principal headgate on the east or south bank of Rawah Creek in Larimer County, Colorado, near a point in Section 14, Township 9 North, Range 76 West whence the SE corner of said section bears South 71° 0’ West about 2540 feet distant, from which point it runs in a general southeasterly direction to the bed and channel of the Laramie River at a point near the west portal of the Laramie River Tunnel and from which said point of delivery said waters are conveyed through the Laramie River Tunnel to the Cache la Poudre River. It intersects West Springer, Rapid, Fall, Winifred, Mill and diverse other streams, tributary to the Laramie River, entering said stream on the west side thereof between Rawah Creek and the West Fork of the Laramie River, and has points of diversion as to each thereof, said points being in each instance identical with the point of intersection of said ditch with the south or east banks of said streams. iv. McIntyre Ditch: The ditch has its first and principal headgate is on the east bank of McIntyre Creek, at or near a point in the NE1/4 NE1/4 of Section 31, Township 9 North, Range 76 West whence the west corner of said Section 31 bears South 12° 41’ East 4257 feet distant, from which point said ditch extends in a general southeasterly direction to Rawah Creek and at or near the headgate and place of beginning of the Rawah Ditch. The ditch intersects some small tributaries of Rawah Creek along its line. v. Link Lake Reservoir No. 1: The reservoir is located upon the SE1/4 of Section 7, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. vi. Link Lake Reservoir No. 2: The reservoir is located upon the SW1/4 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. vii. Link Lake Reservoir No. 3: The reservoir is located upon the NW1/4 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. viii. Link Lake Reservoir No. 4: The reservoir is located upon the NW1/4 of Section 5, Township 8 North, Range 76 West and the SW1/4 of Section 32, Township 9 North, Range 76 West. It is constructed across Rawah Creek and has no inlet ditch, said creek serving to convey

33

water to said reservoir. ix. Link Lake Reservoir No. 5: The reservoir is located upon the N1/2 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. x.Link Lake Reservoir No. 6: The reservoir is located upon the N1/2 of Section 5, Township 8 North, Range 76 West and the SW1/4 of Section 32, Township 9 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xi. Link Lake Reservoir No. 7: The reservoir is located upon the NE1/4 of Section 5, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xii. Link Lake Reservoir No. 8: The reservoir is located upon the S1/2 of Section 4, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xiii. Link Lake Reservoir No. 9: The reservoir is located upon the NE1/4 of Section 6, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xiv. Link Lake Reservoir No. 10: The reservoir is located upon the NE1/4 of Section 31, Township 9 North, Range 76 West. It is constructed across McIntyre Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xv. Link Lake Reservoir No. 11: It is located upon the SW1/4 of Section 31, Township 9 North, Range 76 West. It is constructed across McIntyre Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xvi. Link Lake Reservoir No. 12: The reservoir is located upon the NW1/4 of Section 4, Township 8 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xvii. Link Lake Reservoir No. 13: The reservoir is located upon the NE1/4 of Section 29, Township 9 North, Range 76 West. It is constructed across a branch of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. xviii. Link Lake Reservoir No. 14: The reservoir is located upon the NE1/4 of Section 29, Township 9 North, Range 76 West. It is constructed across Spring Creek, a branch and tributary of Rawah Creek and has no inlet ditch, said creek serving to convey water to said reservoir. The decreed locations of the Structures described below are shown on the map attached hereto as EXHIBIT A. C. Sources: i. Laramie River Tunnel: Laramie River and the West Fork of the Laramie River. The tunnel is used for the diversion and carriage of water from said streams to the Cache la Poudre River and as the principal unit or portion of the Laramie River System, in conjunction with all the units thereof, for the conveyance of all waters collected, regulated, diverted conveyed and discharged at its west portal. ii. Rawah Ditch: Rawah, West Springer, Rapid, Fall, Winifred and Mill Creeks, and diverse other creeks situated between Rawah Creek and the West Fork of the Laramie River, but, particularly, the upper portions or tributaries of all said streams. The ditch is used for the diversion and carriage of waters from the several creeks above mentioned to the Laramie River Tunnel and then to the Cache la Poudre River, and also as a part of the Laramie River System for the carriage of water stored and regulated in the Link Lakes Reservoirs, or waters delivered by the McIntyre Ditch, such use being in addition to its use as a canal for the diversion of waters from the above mentioned streams. iii. Rawah & Lower Supply Ditch: Rawah, West Springer, Rapid, Fall, Winifred and Mill Creeks, and diverse other creeks tributary to the Laramie River, entering said stream on the west side thereof between Rawah Creek and the West Fork of the Laramie River. The ditch is used for the diversion and carriage of waters from the several streams mentioned above to the Laramie River Tunnel and then to the Cache la Poudre River, and also a part of the Laramie River System for the carriage of water stored and regulated in the Link Lakes Reservoirs, or waters conveyed by the McIntyre Ditch and delivered at the headgate of this ditch by the use of Rawah Creek. iv. McIntyre Ditch: McIntyre Creek and some small tributaries of Rawah Creek intersected by the ditch along its line. This ditch is used for the diversion and carriage of water from McIntyre Creek and branches of Rawah Creek to the Cache la Poudre River by use of either the Rawah or Rawah and Lower Supply Ditches and the Laramie River Tunnel. McIntyre Ditch is a part of the

34

Laramie River System, and when so used conveys the waters stored or regulated in Link Lakes Reservoirs 10 and 11. v. Link Lake Reservoir No. 1: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. vi. Link Lake Reservoir No. 2: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. vii. Link Lake Reservoir No. 3: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. viii. Link Lake Reservoir No. 4: Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. ix. Link Lake Reservoir No. 5: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. x. Link Lake Reservoir No. 6: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. xi. Link Lake Reservoir No. 7: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. xii. Link Lake Reservoir No. 8: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. xiii. Link Lake Reservoir No. 9: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. xiv. Link Lake Reservoir No. 10: McIntyre Creek. McIntyre and Rawah Creeks are used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the McIntyre Ditch and Rawah Ditch or the Rawah and Lower Supply Ditch. xv. Link Lake Reservoir No. 11: McIntyre Creek. McIntyre and Rawah Creeks are used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the McIntyre Ditch and Rawah Ditch or the Rawah and Lower Supply Ditch. xvi. Link Lake Reservoir No. 12: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. xvii. Link Lake Reservoir No. 13: A branch of Rawah Creek. Rawah Creek is used to convey waters from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah Ditch or the Rawah and Lower Supply Ditch. xviii. Link Lake Reservoir No. 14: Spring Creek, a branch and tributary of Rawah Creek. Rawah Creek is used to convey water from the reservoir’s outlet to the Laramie River Tunnel, by way of the Rawah and Lower Supply Ditch. D. Appropriation date: August 25, 1902, for all Structures. E. Amounts: i. Laramie River Tunnel: 300 cfs. ii. Rawah Ditch: 225 cfs. iii. Rawah & Lower Supply Ditch: 275 cfs. iv. McIntyre Ditch: 40 cfs. v. Link Lake Reservoir No. 1: 1,050 acre-feet. vi. Link Lake Reservoir No. 2: 1,400 acre-feet. vii. Link Lake Reservoir No. 3: 525 acre-feet. viii. Link Lake Reservoir No. 4: 592 acre-feet. ix. Link Lake Reservoir No. 5: 700 acre-feet. x. Link Lake Reservoir No. 6: 300 acre-feet. xi. Link Lake Reservoir No. 7: 440 acre-feet. xii. Link Lake Reservoir No. 8: 2,000 acre-feet. xiii. Link Lake Reservoir No. 9: 574 acre-feet. xiv. Link Lake Reservoir No. 10: 425 acre-feet. xv. Link Lake Reservoir No. 11: 1,148 acre-feet. xvi. Link Lake Reservoir No. 12: 138 acre-feet. xvii. Link Lake Reservoir No. 13: 597 acre-feet. xviii. Link Lake Reservoir No. 14: 597 acre-feet. F. Historic use: The Subject Water Rights have been used historically for irrigation of lands served by the WRCC system. A map showing the general location of the WRCC system is attached hereto as EXHIBIT B. Summaries of diversions of water through the Laramie River Tunnel (a/k/a the Laramie-Poudre Tunnel) from 1950 through 2005 are attached hereto as EXHIBIT C. 5. Proposed changes: A. Change of Use: The Districts seek to add the following uses to the previously decreed irrigation use for the Subject Water Rights: all municipal uses including but not limited to domestic, irrigation, commercial, industrial, recreational, fire protection, wetland

35

establishment and maintenance, fish habitat, wildlife habitat, re-use and successive use of the claimed beneficial uses, substitute supply and replacement, augmentation and exchange. B. Change in Place of Use: The Subject Water Rights may be used by the Districts within their respective service areas as those areas may exist from time to time and outside of their respective service areas by agreement. C. Change to Include Storage: The Subject Water Rights may be stored prior to beneficial use in addition to the existing direct flow use. The Subject Water Rights may be stored in any reservoir to which the Districts currently possess or may in the future acquire storage rights, including but not limited to: i. The Overland Trail Reservoirs, which will be a series of hydraulically connected, lined gravel pits located in parts of the SE1/4 of Section 32, the S1/2 of Section 33, Township 8 North, Range 69 West of the 6th P.M., Larimer County, Colorado, and the N1/2 of Section 4 and the E1/2 of the NW1/4, the SW1/4 of the NE1/4, and the NW1/4 of the SE1/4 of Section 3, Township 7 North, Range 69 West; ii. Halligan Reservoir, as the same may be enlarged, which is located on the North Fork of the Cache La Poudre River upon portions of Section 28, 29, 33 and 34, Township 11 North, Range 71 West; iii. Milton Seaman Reservoir, as the same may be enlarged, which is located on the North Fork of the Cache La Poudre River upon portions of Section 33 and 28, Township 9 North, Range 70 West; iv. Windsor Reservoir, which is located in the SE1/4 of the SE1/4 of Section 33, Township 7 North, Range 67 West; v. Reservoir No. 8, which is located in the SW1/4 of the SE1/4 of Section 16, Township 8 North, Range 68 West; vi. Elder Reservoir, which is located in the SE1/4 of the NE1/4 of Section 19, Township 8 North, Range 68 West; vii. Douglas Reservoir, which is located in the NE1/4 of the SW1/4 of Section 35, Township 9 North, Range 69 West; viii. Cobb Lake, which is located in the NE1/4 of the NW1/4 of Section 23, Township 8 North, Range 68 West; ix. Chambers Lake, which is located in the NE1/4 of the SE1/4 of Section 6, Township 7 North, Range 75 West; x. The WSSC Reservoir No. 2 & 3, which are located in the SE1/4 of the NE1/4 of Section 14, Township 8 North, Range 69 West; xi. The WSSC Reservoir No. 4, which is located in the1/4 of the SW1/4 of Section 23, Township 8 North, Range 69 West; xii. The WSSC Reservoir No. 1 (a/k/a Rocky Ridge Reservoir), which is located in the SE1/4 of the SW1/4 of Section 11, Township 8 North, Range 69 West; xiii. The WSSC Reservoir No. 5 (a/k/a Long Pond), which is located in the SE1/4 of the NW1/4 of Section 31, Township 8 North, Range 68 West; xiv. Lindemeier Lake, which is located in the NW1/4 of the NE1/4 of Section 6, Township 7 North, Range 68 West; xv. The WSSC Reservoir No. 6 (a/k/a Black Hollow Reservoir), which is located in the SE1/4 of the SE1/4 of Section 34, Township 8 North, Range 67 West; xvi. Kluver Reservoir, which is located in the NE1/4 of the NW1/4 of Section 23, Township 8 North, Range 69 West; xvii. Curtis Lake, which is located in the E1/2 of Section 17, Township 8 North, Range 69 West, and the W1/2 of Section 16, Township 8 North, Range 69 West; xviii. Long Draw Reservoir (a/k/a Grand River Reservoir), which is located in the NW1/4 of the SE1/4 of Section 11, Township 6 North, Range 75 West; xix. North Poudre Reservoir No. 1 (a/k/a Miner Lake), which is located in the SW1/4 of the SW1/4 of Section 21, Township 9 North, Range 69 West; xx. North Poudre Reservoir No. 2 (a/k/a Demmel Lake), which is located in the NE1/4 of the SW1/4 of Section 30, Township 9 North, Range 68 West; xxi. North Poudre Reservoir No. 3, which is located in the NE1/4 of the SE1/4 of Section 19, Township 9 North, Range 68 West; xxii. North Poudre Reservoir No. 4, which is located in the NE1/4 of the SW1/4 of Section 29, Township 9 North, Range 68 West; xxiii. North Poudre Reservoir No. 5 (a/k/a Bee Lake), which is located in the NW1/4 of the SW1/4 of Section 5, Township 8 North, Range 68 West; xxiv. North Poudre Reservoir No. 6, which is located in the SW1/4 of the SE1/4 of Section 8, Township 8 North, Range 68 West; xxv. North Poudre Reservoir No. 15, which is located in Section 4, Township 9 North, Range 69 West; xxvi. North Poudre Reservoir No. 13 (a/k/a Clark Lake), which is located in the SE1/4 of the NE1/4 of Section 22, Township 9 North, Range 68 West; xxvii. Mountain Supply Reservoir No. 16 (a/k/a Indian Creek Reservoir), which is located in the NW1/4 of the SW1/4 of Section 13, Township 9 North, Range 68 West; and xxviii. Mountain Supply Reservoir No. 18 (a/k/a Hinkley Lake), which is located in the SW1/4

36

of the NE1/4 of Section 25, Township 8 North, Range 68 West. (Collectively, the “Reservoirs”). All Reservoirs are located in the 6th P.M., Larimer County, Colorado. The Districts reserve the right to exchange the Subject Water Rights after storage in or diversion to the Overland Trail Reservoirs upstream pursuant to the exchange priorities sought to be adjudicated in District Court, Water Division No.1, Case No. 00CW251. 6. Comments: A. Dominion, Control and Intent to Reuse. The Districts claim all dominion and control of all return flows after initial use of the Subject Water Rights, including but not limited to lawn irrigation return flows and sewer return flows, and claim the right to reuse, successively use, and dispose of the return flows by sale, contract, exchange, or otherwise to extinction. B. Historical Return Flows. The Districts are not required to replace historical return flows in time, location, and amount as the Subject Water Rights are transbasin water. See, City of Thornton v. Bijou Irrigation Company et al., 926 P.2d 1 (Colo. 1996). 7. Appropriative rights of substitution and exchange: Without affecting any other rights that the Districts may claim to exchange water delivered to the Cache la Poudre River through the Laramie River Tunnel, the Districts claim exchanges of water from the Subject Water Rights between the exchange points listed below: A. Name of water rights claimed: The Districts’ Tunnel Water North Fork Exchanges. i. Exchange from point (location where water is provided in substitution and/or exchange): a. Confluence of the Cache la Poudre River and the North Fork of the Cache la Poudre River. (Water attributable to the 75 Shares will be delivered down the Cache la Poudre River from the Laramie River Tunnel to said confluence, subject to any river transit losses.) ii. Exchange to points (locations where water is diverted by exchange – all of the exchange to points are located in the 6th P.M., Larimer County, Colorado): a. 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 SW1/4, NE1/4 and SE1/4, NW1/4 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 Milton Seaman Dam. Rate of diversion by exchange: up to 300 cfs. b. North Poudre Canal. This point is located on the North Fork of the Cache La Poudre River at a point 1080 feet west and 170 feet north of the SE corner of Section 12, Township 10 North, Range 71 West, from the North Fork of the Cache La Poudre River. Rate of diversion by exchange: up to 150 cfs. c. 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. Rate of diversion by exchange: up to 300 cfs. iii. Source of substitute supply: The Subject Water Rights. iv. Rate of exchange: The Districts claim a maximum simultaneous rate of exchange of 300 cfs, conditional, for the above-described exchanges. v. Appropriation date claimed: December 12, 2006. The appropriation was initiated by formation of the requisite intent to appropriate together with the overt acts manifesting such intent, including but not limited to the acquisition of the Subject Water Rights to be used as the substitute supply, passage of a resolution by the Districts, and field work and engineering studies related to the claimed exchanges. vi. Uses: All uses described in paragraph 5.A. above, by direct use or by storage and subsequent release. B. Name of water rights claimed: The Districts’ Tunnel Water Munroe Gravity Canal Exchanges. i. Exchange from points (locations where water is provided in substitution and/or exchange – all of the exchange to points are located in the 6th P.M., Larimer County, Colorado): a. 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 SW1/4, NE1/4 and SE1/4, NW1/4 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 Milton Seaman Dam. Rate of diversion by exchange: up to 300 cfs. b. North Poudre Canal. This point is located on the North Fork of the Cache La Poudre River at a point 1080 feet west and 170 feet north of the SE corner of Section

37

12, Township 10 North, Range 71 West, from the North Fork of the Cache La Poudre River. Rate of diversion by exchange: up to 150 cfs. c. 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. Rate of diversion by exchange: up to 300 cfs. ii. Exchange to point (location where water is diverted by exchange): a. Munroe Gravity Canal, a/k/a North Poudre Supply Canal. The headgate of the Canal is located on the east bank of the Cache La Poudre River in the SW1/4 of the NE1/4 of Section 5, Township 8 North, Range 70 West, at a point whence the Southeast corner of said Section 5 bears South 37°27’30” East 3,647.5 feet. Water diverted into and carried by the Munroe Gravity Canal will then be diverted through the Pleasant Valley Pipeline. iii. Source of substitute supply: The Subject Water Rights. iv. Rate of exchange: The Districts claim a maximum simultaneous rate of exchange of 300 cfs, conditional, for the above-described exchanges. v. Appropriation date claimed: December 12, 2006. The appropriation was initiated by formation of the requisite intent to appropriate together with the overt acts manifesting such intent, including but not limited to the acquisition of the 75 Shares to be used as the substitute supply, passage of a resolution by both Districts, and field work and engineering studies related to the claimed exchanges. vi. Uses: All uses described in paragraph 5.A. above, by direct use or by storage and subsequent release. 8. Name and address of owners of the lands 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. Fort Collins Pipeline diversion: City of Fort Collins, Attn: Real Estate, P.O Box 580, Fort Collins, CO 80522. B. City of Greeley Pipeline diversion: City of Greeley, 919 7th Ave., Greeley, CO 80631; C. Overland Trail Reservoirs: i. Mark A. Linder, 4355 W. County Road 50E, Fort Collins, CO 80521; ii. Joseph S. and Daniel A. Glass, 1331 North Taft Hill Road, Fort Collins, CO 80521; iii. Kenneth C. Hilt, 1429 North Taft Hill Road, Fort Collins, CO 80521-1334; iv. Alvin G. and Florence Treiber, 3509 Arapahoe Drive, Fort Collins, CO 80521; v. James S. and Joyce Warson, 67-1066 Palekaikou Trail, Kamuela, HI 96743; vi. The City of Greeley, Acting by and through its Water and Sewer Board, 1100 10th Street, 3rd Floor, Greeley, CO 80631; vii. Fort Collins-Loveland Water District, A Political Subdivision of the State of Colorado, 4700 South College Avenue, Fort Collins, CO 80525; viii. North Weld County Water District, A Political Subdivision of the State of Colorado, 33247 Highway 85, Lucerne, CO 80646; ix. East Larimer County Water District, A Political Subdivision of the State of Colorado, P.O. Box 2044, Fort Collins, CO 80522. D. Munroe Gravity Canal, a/k/a North Poudre Supply Canal: The point of diversion for the Munroe Gravity Canal is on land owned by the Northern Colorado Water Conservancy District, 220 Water Ave., Berthoud, CO 80513. E. Pleasant Valley Pipeline: The point of diversion for the Pleasant Valley Pipeline is on land owned by the Northern Colorado Water Conservancy District, 220 Water Ave., Berthoud, CO 80513. F. Overland Trail Diversion Structure: i. The City of Greeley, Acting by and through its Water and Sewer Board, 1100 10th Street, 3rd Floor, Greeley, CO 80631; ii. Fort Collins-Loveland Water District, A Political Subdivision of the State of Colorado, 4700 South College Avenue, Fort Collins, CO 80525; iii. North Weld County Water District, A Political Subdivision of the State of Colorado, 33247 Highway 85, Lucerne, CO 80646; iv. East Larimer County Water District, A Political Subdivision of the State of Colorado, P.O. Box 2044, Fort Collins, CO 80522. G. Milton Seaman Reservoir: i. City of Greeley, 808 23rd Avenue, Greeley, CO 80631; ii.Bureau of Reclamation, 11056 W. County Road 18E, Loveland, CO 80537; iii. United States Department of Agriculture, Forest Service, Inspector General, 2850 McClelland Drive, Fort Collins, CO 80526; iv. Katherine F. and David P. Lunn, 6066 Obenchain Road, Laporte, CO 80535; v. Larry D. Johnson Living Trust, 6074 Obenchain Road, Laporte, CO 80535-9723; vi. State Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203; vii. City of Greeley Water and Sewer Department, Seaman Dam, 808 23rd Avenue, Greeley, CO 80631; viii. United States

38

of America, Arapahoe/Roosevelt National Forest, 2150 Centre Avenue East, Fort Collins, CO 80526-8119; ix. City of Fort Collins Water Department, Attn: Natural Resources, P.O. Box 580, Fort Collins, CO 80522; x. State of Colorado, Department of Natural Resources, 6060 Broadway Avenue, Denver, CO 80216; H. Halligan Reservoir: i. State of Colorado, Division of Wildlife, 6060 Broadway Avenue, Denver, CO 80216; ii. United States of America Bureau of Land Management, General Delivery, Washington, DC 20090; iii. North Poudre Irrigation Company, 3729 Cleveland Avenue, Wellington, CO 80549; iv. The Landowners’ Association for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525; v. Free Enterprises, Inc., c/o Lee Stark, 1803 Garfield Avenue, Loveland, CO 80537; vi. TJ Mac, Ltd., P.O. Box 9, Greeley, CO 80632-0009; vii. Gary C. and Mary J. Packard, 5142 Eagle Lake Drive, Fort Collins, CO 80524; viii. Meadow Creek Cabin Association, LLC, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525. I. North Poudre Canal: The point of diversion for the North Poudre Canal is on land owned by the Landowners’ Association for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525. The structure itself is owned by the North Poudre Irrigation Company, whose address is P.O. Box 100, Wellington, CO 80549. J. Windsor Reservoir: WRCC, P.O. Box 206, Eaton, CO 80613. K. Reservoir No. 8: See 8.J. above. L. Elder Reservoir: See 8.J. above. M. Douglas Reservoir: See 8.J. above. N. Cobb Lake: See 8.J. above. O. Chambers Lake: Water Supply & Storage Company, P.O. Box 1584, Ft. Collins, CO, 80522 (hereinafter “WSSC”). P. WSSC Reservoir No. 2 & 3: See 8.O. above. Q. WSSC Reservoir No. 4: See 8.O. above. R. WSSC Reservoir No. 1: See 8.O. above. S. WSSC Reservoir No. 5: See 8.O. above. T. Lindemeier Lake: See 8.O. above. U. Black Hollow Reservoir: See 8.O. above. V. Kluver Reservoir: See 8.O. above. W. Curtis Lake: See 8.O. above. X. Long Draw Reservoir: See 8.O. above. Y. North Poudre Reservoir No. 1: North Poudre Irrigation Company, P.O. Box 100, Wellington, CO 80549 (hereinafter “NPIC”). Z. North Poudre Reservoir No. 2: See 8.Y. above. AA. North Poudre Reservoir No. 3: See 8.Y. above. BB. North Poudre Reservoir No. 4: See 8.Y. above. CC. North Poudre Reservoir No. 5: See 8.Y. above. DD. North Poudre Reservoir No. 6: See 8.Y. above. EE. North Poudre Reservoir No. 15: See 8.Y. above. FF. North Poudre Reservoir No. 13: See 8.Y. above. GG. Mountain Supply Reservoir No. 16: See 8.Y. above. HH. Mountain Supply Reservoir No. 18: See 8.Y. above. 06CW260, Carol J. Graeff; Francis E. and Betty M. Railsback; Steven F. and Wendi L. Settle; and Stephen L. and Kathleen M. Howard, c/o G. Kirby Ross, 19751 East Mainstreet, Suite 200, Parker, CO 80138. Telephone: 303-805-1000, ext 14. Robert E. Schween, Esq., John M. Dingess, Esq., Duncan, Ostrander & Dingess, P.C., 4600 South Ulster Street, Suite 1111, Denver, Colorado 80237-2875. Telephone 303.779.0200. APPLICATION FOR UNDERGROUND NONTRIBUTARY AND NOT NONTRIBUTARY WATER RIGHTS IN THE UPPER DAWSON, LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS, IN ELBERT COUNTY. 2. Background: A. Applicants are the owners of a parcel of land consisting of 356 acres, more or less, in Elbert County, generally described as the W1/2, NW1/4 and the NW1/4, SW1/4 of Section 14 and the NE1/4 and the N1/2, SE1/4 of Section 15, Township 8 South, Range 65 West of the 6th P.M., as shown on the General Location Map, attached as Exhibit A, the Site Location Map, attached as Exhibit B, and as described in the Property Legal Description, attached as Exhibit C, hereto (“Applicants’ Property”). B. This application seeks a ruling and decree adjudicating all the ground water in the Denver Basin aquifers underlying Applicants’ Property. C. Applicants certify that they own all such described parcel and that only one other person or entity has a financial interest in such land. Such party shall be duly notified of the filing of this application in accordance with the notice requirements of § 37-92-302(2), C.R.S. 3. Well Permits: A. Well permit applications for wells to be constructed pursuant to this application and subsequent ruling and decree will be applied for at a later time pursuant to the terms of the final decree to be entered in this matter. Applicants request the right to

39

construct such wells anywhere on the Applicants’ property in order to recover the entire amount of ground water found to be available in each aquifer. B. There are four (4) existing exempt domestic wells located on Applicants’ Property, Well Permit Nos. 211219, 211204, 165872, and 60770, all completed into the Upper Dawson aquifer. These wells are not affected by this application, and the annual amounts of Upper Dawson aquifer withdrawals allowed by the permits are to be excluded from this adjudication. 4. Source of Water Rights: A. Not-Nontributary Ground Water: Ground water in the Upper Dawson aquifer at this location is classified as not-nontributary ground water as defined in § 37-90-103(10.7), C.R.S. Withdrawals of such ground water require replacement to the affected stream system of an amount of water equal to the actual depletions caused by pumping such wells pursuant to a judicially approved plan for augmentation. No such plan is sought herein. Otherwise, such water may be fully consumed to extinction for all beneficial uses. B. Nontributary Ground Water: Ground water in the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers at this location is nontributary as defined at § 37-90-103 (10.5), C.R.S. Applicants will comply with the requirement to relinquish two percent (2%) of all such nontributary ground water withdrawn to the stream system. Otherwise, such water may be fully consumed to extinction for all beneficial uses. 5. Date of Initiation of Appropriation: Not Applicable. 6. Right to Ground Water Claimed Herein: A. Applicants seek a decree for all ground water determined to be available from each aquifer named above underlying the 356 acres of land described herein, based upon a statutory aquifer life of 100 years. Applicants are the owners of such overlying land area. Copies of Applicants’ Deeds for such property will be made part of the ruling and decree. B. Withdrawals in the average annual amounts determined to be available from each named aquifer can be made pursuant to § 37-90-137(4), C.R.S., without causing material injury to the vested rights of others, PROVIDED THAT, withdrawals of not-nontributary ground water may be made only pursuant to a judicially approved plan for augmentation of stream depletions caused by such withdrawals. 7. Estimated Amounts and Rates of Withdrawal: A. Estimated Average Annual Amounts Available: The estimated average annual amounts of withdrawal available from each aquifer are as shown below. Such estimates are based on the Denver Basin Rules, 2 CCR 402-6, and any ruling in this matter will adopt the values contained in the State Engineer’s Office Determination of Facts to be issued in this case. Aquifer Acreage Sat. Thickness Sp. Yield Avg. Ann. Amount Upper Dawson 356 174 ft. 20% 113.8 AF (1) Lower Dawson 356 109 ft. 20% 77.6 AF Denver 356 187 ft. 17% 113.2 AF Arapahoe 356 242 ft. 17% 146.5 AF Laramie-Fox Hills 356 225 ft. 15% 120.2 AF (1) The estimated annual amount allowed from the Upper Dawson aquifer has been reduced by 10 acre-feet to reflect the annual quantity allowed to be withdrawn by exempt wells on the property. B. Adjustment of Amounts. Such average annual amounts available from each aquifer depend on the hydrogeology at the location of Applicants’ property and may be adjusted pursuant to the Court’s retained jurisdiction, as described below. C. Average Pumping Rates: The wells to be completed into each aquifer will withdraw ground water at rates of flow necessary to efficiently withdraw the entire decreed amounts from each aquifer. 8. Well Fields; Additional Wells: A. Applicants request the right to withdraw all of the legally available ground water in the subject aquifers underlying Applicants’ Property through any well(s) initially permitted in such aquifer and any additional well(s) which may in the future become part of the Applicants’ well field. B. As additional wells are constructed, well permit applications will be filed in accordance with § 37-90-137(10), C.R.S. This application seeks to require the State Engineer to issue well permits based on the full acreage of the property described in this application. 9. Proposed Uses: A. Applicants intend to use all ground water requested herein. Such water is to be used, reused, successively used and, after use, leased, sold or otherwise disposed of for the following beneficial purposes: municipal (if conveyed to a municipality or quasi-municipal water supply entity), domestic, industrial,

40

agricultural, commercial, irrigation, stock watering, recreational, fish and wildlife, fire protection, and any other beneficial purposes, to be used on or off Applicants’ Property. B. Such ground water will be produced for immediate application to said uses, 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. 10. Description of the Subject Property: 356 acres of land, more or less, located in Elbert County, and generally described as follows: The W1/2, NW1/4 and the NW1/4, SW1/4 of Section 14; and the NE1/4 and the N1/2, SE1/4 of Section 15, Township 8 South, Range 65 West of the 6th P.M. See General Location Map, Exhibit A, Site Location Map, Exhibit B, and Property Legal Description, Exhibit C. 11. 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. 12. Name of Owner of the Land on Which Structures are Located: The owners of the Subject Property described herein are the Applicants herein, as named above. 13. Remarks: Applicants request: A. The right to withdraw more than the average annual amount estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7; B. The right to revise the above estimate of the average annual amount available for withdrawal upward or downward, based on better or revised data, without the necessity of amending this application or republishing same; C. A quantification and adjudication of the ground water rights in each aquifer named herein to which Applicants are entitled to develop and use; and D. A confirmation of the right to use, reuse, successively use, and otherwise dispose of all nontributary ground water, after relinquishment of 2% thereof, and all not-nontributary ground water, after lawful compensation for modeled stream depletions. 14. Retained Jurisdiction: A. Applicants request the Court to retain jurisdiction for a period to be determined at the entry of the decree (1) to protect against injury to other water rights; (2) to resolve any controversy which may arise with respect to well construction or well location(s); and (3) to allow Applicants to file a separate application for the recapture and reuse of its return flows of reusable nontributary or fully augmented not nontributary ground water. B. Applicants request that any party or entity invoking such retained jurisdiction must make a prima facie case that injury to its water rights has been actually caused by Applicants’ ground water withdrawals. WHEREFORE, Applicants Carol J. Graeff; Francis E. and Betty M. Railsback; Steven F. and Wendi L. Settle; and Stephen L. and Kathleen M. Howard, request this Court enter a ruling and decree, finding substantially as follows: 1. The ground water rights claimed herein are final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; 2. Applicants have complied with § 37-90-137(4), C.R.S., and ground water is legally available for withdrawal from the nontributary Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers, and from the not nontributary Upper Dawson aquifer after judicial approval of a augmentation plan to replace stream depletions caused by pumping from such aquifers, through wells to be located on the Applicants' Property; 3. Jurisdiction is to be retained with respect to the average annual amounts of withdrawal specified herein to provide for the adjustment of such amounts to conform to actual local aquifer characteristics from adequate information obtained from wells or test holes drilled on or near Applicants’ Property, pursuant to § 37-92-305(11), C.R.S.; 4. Applicants or their successors may construct wells into each aquifer anywhere on Applicant’s Property, pursuant to the ruling and decree to be entered in this matter, and without the necessity of filing any further amendments to this application, republishing this application, or reopening the decree to be awarded. All statutory well spacing requirements are waived with respect to the wells to be constructed on Applicants’ Property; 5. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals proposed herein; provided that no withdrawals of not-nontributary ground water will be made except pursuant to a court approved augmentation plan; 6. In accordance with § 37-92-305(11), C.R.S., no findings of reasonable diligence are required to maintain the water rights applied for herein, including such ground water designated as not-nontributary; 7. The nature and extent of the water rights claimed herein are defined by §§ 37-90-137(4) and (9), C.R.S., and the withdrawals sought to be made are based upon an aquifer life of 100 years and upon the quantity of ground water,

41

exclusive of any artificial recharge, underlying the land shown at Exhibits A and B and described at Exhibit C hereto; and 8. If the well permit for any well authorized by the decree to be entered in this matter expires, Applicants or their successors may apply for a new well permit for such well or wells, and the State Engineer shall grant such permit(s) pursuant to the terms of the decree in this case. FURTHER, Applicants request this Court grant such other relief as the Court deems proper in the premises. 06CW261 THOMAS L. LYTLE, 3514 23rd, Great Bend, KS 67530. Telephone: (620) 792-1874. APPLICATION FOR UNDERGROUND WATER RIGHT IN TELLER COUNTY. Residential well, permit 221089 located NW1/4, SE1/4, S9, T11S, R70W of the 6th PM at a distance 2250 feet from the South and 2000 feet from the East. Street Address: 301 Anderson. Subdivision: Turkey Rock Ranch Estates, Lot 84A, Filing 1. Points were not averaged. Zone 13. Date of appropriation: October 8, 1999. How appropriation was initated: Residential Well Permit 221089. Date water applied to beneficial use: 01/26/01. Amount claimed: 4 gpm. Use: Residential use. 06CW262 ROBERT W. ROOT, 10228 High Eagle Rd., Fort Worth, TX, 76108. Telephone: (817)246-1062. APPLICATION FOR UNDERGROUND WATER RIGHT IN TELLER COUNTY. Residential well, permit 255640 located SW1/4, NW1/4, S9, T11S, R70W in the 6th PM at a distance 1440 feet from the North and 540 feet from the West. Street address: 467 Brooks Ln, Sedalia, CO 80135. Subdivision: Turkey Rock Ranch Estates, Lot 244, Filing 2. Points were not averaged. Zone 13. Depth: 260. Date of appropriation: 03/08/2004. How appropriation was initiated: Well Permit #255640. Date water applied to beneficial use: 06/29/2006. Amount claimed: 1 gpm. Use: Residential use only. 06CW263 GARY SPRAGUE (POA FOR TODD STAUFFER, OWNER), PO BOX 6020, WOODLAND PARK, CO , 80866. Telephone: (719) 499-2751. APPLICATION FOR CHANGE OF WATER RIGHT IN TELLER COUNTY. Decreed name of structure for which change is sought: Well No. 1. From previous Decree, date entered: 03/26/74, Case No. W-4560 in Water Division 1. Decreed point of diversion: SW1/4, SE1/4, S25, T12S, R70W in the 6th PM at a distance 320 feet from the South and 1640 feet from the East. Source: groundwater. Appropriation date: 12/31/1922. Amount: 45 gallons per minute; 0.10 cubic feet per second. Street address: 602 CR 511, Divide, CO. Historic use: Domestic, stock watering and lawn and garden irrigation. Proposed change: Change of use to Commercial use, permit 187327. Plan for operation: Commercial use providing water to Retreat Center. Guests at Lodge at Elk Valley, 602 CR511, Divide, CO. 06CW264 (previously 00CW70, 83CW374) CEMEX, Inc. (“Cemex”), 5134 Ute Highway, P.O. Box 529, Lyons, Colorado 80540 C/O Raymond L. Petros, Jr., David S. Hayes, Petros & White, LLC, 730 17th Street, Suite 820, Denver, Colorado 80202, 303-825-1980. APPLICATION FOR FINDING OF REASONABLE DILIGENCE, IN BOULDER COUNTY. Project description. Cemex owns and operates a cement plant on property near Lyons, Colorado (the “Plant Site”). Certain property near the Plant Site known as Dowe Flats contains limestone and shales which Cemex mines and uses as raw materials in the manufacture of cement. The Plant Site, Dowe Flats, and additional nearby properties owned by Cemex are collectively referred to herein as the Property. Given its proximity to the St. Vrain River, St. Vrain Supply Canal and several irrigation ditches, Dowe Flats can be developed for off-channel water storage. Mining can create open pits or backfill pits suitable for water storage and the mine overburden and waste rock can be used for dam construction. Depending upon the precise mining and reclamation of Dowe Flats chosen by Cemex and permitted by the state and local governmental entities over the course

42

of the lengthy mining period, one or more reservoirs are anticipated to be constructed. The Property is also suitable for agricultural, residential, commercial, industrial and open space development, which future uses will require additional water supply and water storage. Conditional water storage and fill right. On May 31, 1994, in Case No. 83CW374, District Court, Water Division No. 1, the Applicant’s predecessor, Southdown, Inc. (“Southdown”) was granted a decree for conditional water storage rights totaling 5,900 acre-feet for reservoirs to be constructed at Dowe Flats. The number, exact location and size of the reservoirs will not be known for some time as the mining and associated reclamation progress over the 25-year mine life; consequently, Southdown was decreed the right to construct such reservoir or reservoirs at any location within Dowe Flats. For these purposes, the location of the Dowe Flats reservoir field was decreed generally as the property north of Highway 66 and south and east of the St. Vrain Supply Canal in all or portions of sections 9, 10, 15, 16, 17, 20, 21, 22 and 23, T3N, R70W, 6th P.M., Boulder County, Colorado. The conditional water storage right was decreed to Southdown in Case No. 83CW374, Water Division 1 as follows: A. Name of structure(s): Southdown Reservoir(s) to be one or more reservoirs located within Dowe Flats or additional property adjacent thereto which may be acquired by Southdown in the future. Each reservoir shall be an alternate and supplemental place of storage for the other. The number and location of the Southdown Reservoir(s) to be constructed will be determined in Cemex’s discretion. B. Legal description: The Southdown Reservoir(s) will be located within Dowe Flats or additional property adjacent thereto which may be acquired by Cemex in the future. The exact locations and capacities of each of the Southdown Reservoirs will be specified in the application to make absolute the conditional water right. C. Source of water: St. Vrain Creek and unnamed tributaries thereto, including run-off and groundwater seepage into the reservoirs. D. Filling structures: The Southdown Reservoir(s) will be filled via one or more of the following structures (the “Filling Structures”): i. The Town of Lyons Intake Structure, whose headgate is located in the SW1/4 SW1/4 of Section 1, T3N, R71W, 6th P.M., at a point approximately 100’ north of the South section line and approximately 1,050’ east of the South section line of said Section 1; ii. At a point on the north bank of St. Vrain Creek in the SE1/4 SE1/4 of Section 18, T3N, R70W, 6th P.M., located approximately 450’ north of the South section line and approximately 650’ west of the East section line of said Section 18; iii. The Supply Ditch, whose headgate is located in the NW1/4 NW1/4 of Section 20, T3N, R70W, 6th P.M., at a point approximately 25’ south of the North section line and approximately 470’ east of the West section line of said Section 20; iv. The Highland Ditch, whose headgate is located in the NW1/4 NW1/4 of Section 20, T3N, R70W, 6th P.M., at a point approximately 1,300’ south of the North section line and approximately 1,100’ east of the West section line of said Section 20; v. The Rough and Ready Ditch, whose headgate is located in the SW1/4 NE1/4 of Section 20, T3N, R70W, 6th P.M., at a point approximately 2,100’ south of the North section line and approximately 2,850’ east of the West section line of said Section 20; vi. The St. Vrain and Palmerton Ditch, whose headgate is located in the SW1/4 NE1/4 of Section 20, T3N, R70W, 6th P.M., at a point approximately 2,150’ south of the North section line and approximately 2,875’ east of the West section line of said Section 20. Water will be diverted at the Filling Structures at a cumulative rate not to exceed 75 c.f.s. Before a particular Filling Structure can be so used, Cemex must obtain the right to use said structure. No rights to use any structures not owned by Cemex were granted in the decree. Amount: 5,900 acre-feet, conditional. If more than one Southdown Reservoir is constructed, a total of no more than 5,900 acre-feet can be stored annually in all of the reservoirs combined. Date of appropriation: December 22, 1983. G. Decreed uses: Domestic, commercial, industrial, recreations, piscatorial, irrigation, agricultural, augmentation, replacement, and exchange purposes. Place of use: All water diverted under the conditional water storage right shall be limited to use upon or in connection with development of the Property and adjacent

43

properties now or hereafter owned or controlled by Cemex, which shall under all circumstances be within the boundaries of the St. Vrain & Left Hand Water Conservancy District. If the District is dissolved and no longer exists, then, in any event, such use shall be within the boundaries of the drainage basis on the St. Vrain River and Left Hand Creek. Evidence of reasonable diligence: This verified Application for Finding of Reasonable diligence is filed pursuant to the Water Right Determination and Administration Act of 1969, § 37-92-302, C.R.S. During the Diligence Period (2000 – Present), Cemex has undertaken a variety of efforts in furtherance of perfecting the conditional water storage right described herein, including, without limitation: A. Cemex and its predecessor, Southdown, Inc., have conducted mining operations at Dowe Flats, involving multiple excavations, haul roads, crushing equipment, a conveyor belt system to transport mined materials from Dowe Flats to Cemex’s cement manufacturing plant site, and land reclamation activities. During the Diligence Period, Cemex mined, stockpiled and/or removed approximately 17,250,000 tons of limestone, shales, and overburden at Dowe Flats. B. Cemex completed an interim review process required by its Special Use Permit and Site Development Plan approvals by Boulder County. On May 9, 2006, the Boulder County Board of Commissioners adopted Resolution 2006-61, finding compliance with the County Permit and facilitating continued mining and reclamation activities at Dowe Flats. C. In June of 2002, Cemex entered into an agreement with Boulder County regarding the various parcels comprising Dowe Flats. This agreement, together with the subsequent transactions provided for under the agreement, consolidated Cemex’s ownership rights to certain parcels within Dowe Flats and also granted Boulder County options to acquire such parcels. The various property interests established by the agreement with the County will influence the final reclamation and development of Dowe Flats, and the location of any water storage at Dowe Flats or at additional properties owned by Cemex adjacent to Dowe Flats. These diligence efforts have resulted in expenditures by Cemex of several million dollars during the Diligence Period (2000 – present) and enable Cemex to pursue water storage development as part of its mining reclamation and future development of the property. An affidavit by Stephen N. Goodrich, Lyons Plant Manager, verifying the above facts is attached hereto as Exhibit A. This list is not intended to be all inclusive and may be supplemented by additional evidence at any hearing in this matter. 5. Name and address of owner of land on which structures are located: A. The Town of Lyons Intake Structure is located on property owned by the Town of Lyons, c/o Town Administrator, 432 5th Avenue, P.O. Box 49, Lyons, CO 80540. B. The filling structure on the north bank of Saint Vrain Creek is located on property owned by the Town of Lyons, c/o Town Administrator, 432 5th Avenue, P.O. Box 49, Lyons, CO 80540. C. The headgate of the Supply Ditch is located on property owned by the Supply Irrigating Ditch Company, P.O. Box 1826, Longmont, CO 80502. D. The headgate of the Highland Ditch is located on property owned by the Highland Ditch Company, 4309 State Highway 66, Longmont, CO 80504. E. The headgate of the Rough and Ready Ditch is located on property owned by the Rough and Ready Ditch Company, P.O. Box 1826, Longmont, CO 80502. F. The headgate of the St. Vrain and Palmerton Ditch is located on property owned by the Palmerton Consolidated Ditch Company, 12788 N. 66th Street, Longmont, CO 80503. G. The County of Boulder, whose address is P.O. Box 471, Boulder, CO 80306 is the owner of certain parcels within Dowe Flats. WHEREFORE, Cemex respectfully requests that this Court enter a decree finding that it has exercised reasonable diligence in the development of the conditional water storage right which is the subject of this Application, continuing the subject conditional water right in full force and effect, and for such other and further relief as this Court deems just and proper.

44

06CW265 Applicants: Fox Acres Community Services, Inc., c/o Ted Carter, P.O. Box 38, Red Feather Lakes, CO 80545, (970)881-2668; Fox Acres Equity Club, Inc. d/b/a Fox Acres Country Club, P.O. Box 10, 3350 Fox Acres Drive West, Red Feathers Lakes, CO 80545, (970)881-2668, Campbell Development, Inc., 1100 Haxton Drive, Fort Collins, CO 80525, (970)223-2205. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN LARIMER COUNTY. All 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. Structures: Fox Acres Reservoir No. 3, a/k/a Lake Nootka; Lower Fox Acres Reservoir No. 3, a/k/a Lake Cayuse. 3. Describe conditional water rights: As to Fox Acres Reservoir No. 3: Date of Original Decree: November 15, 1979, Case No. W-9293-78, District Court, Water Division No. 1., Weld County; B. As to Lower Fox Acres Reservoir No. 3: Date of original decree: November 15, 1979, Case No. W-9294-78, District Court, Water Division No. 1., Weld County; C. Location: Fox Acres Reservoir No. 3 is located in the SE1/4 SE1/4, Section 22, Township 10 North, Range 73 West of the 6th P.M., Larimer County, at a point North 50º 48' 30" West 1187.60 feet from the SE corner of Section 22. Lower Fox Acres Reservoir No. 3 is located in the SE1/4 SE1/4, Section 22, Township 10 North, Range 73 West of the 6th P.M., Larimer County, at a point North 12º 03' 33" West 1248.00 feet from the SE corner of Section 22. D. Source: As to both reservoirs: Wildcat Creek, runoff and seepage. E. Appropriation dates: Fox Acres Reservoir No. 3: June 1, 1974. Lower Fox Acres Reservoir No. 3: July 1, 1975. F. Amounts: Fox Acres Reservoir No. 3: 49.2 acre feet, CONDITIONAL. Lower Fox Acres Reservoir No. 3: 4.1 acre feet, CONDITIONAL. G. Use: Domestic CONDITIONAL. 4. During the diligence period, Applicants have continued with the development and construction of single-family residences upon Fox Acres property and with the development of the water distribution facility for this development. Piezometers were installed in the dam of the Fox Acres Reservoir No. 3 to determine seepage loss from that dam. Based on the information obtained from the piezometers, Applicants constructed an impervious liner on the upstream face of the dam for the purpose of reducing seepage loss from the dam and assuring that the dam will be able to be legally filled to its high water mark. The cost of this liner was $482,816. In addition, Applicants have incurred during the past six years approximately $16,072 in engineering fees for water quality monitoring, the development of water treatment systems and construction specifications for a new treatment building. Applicants have also completed the following improvements to their overall water delivery facilities: installation of treatment equipment for manganese and iron removal, and additional mains, service extensions, and taps. The cost of such improvements was approximately $40,997. The water stored in the reservoirs is part of an integrated domestic water supply system, and the work done on the total system is applicable in showing diligence in regard to the conditionally decreed domestic rights. 5. Ownership: Trust of Mary Ross Quaintance, c/o Leo Bradley, P.O. Box 465, Morrison, CO 80465. WHEREFORE, Applicants pray that this Court issue its finding and determination that Applicants have exercised due and reasonable diligence during the six years following entry of the decree in Case No. 00CW117 toward completion or for completion of the appropriation and application of water therein decreed. Applicants further pray that this Court continue in full force and effect all such conditional water rights for an additional six-year period, and for such other relief as the Court may deem proper. 06CW266 (2000CW059, 91CW112, 90CW194) GENESEE WATER AND SANITATION DISTRICT 17301 West Colfax Avenue, Suite 220, Golden, Colorado 80401, (James R. Montgomery, Richard J. Mehren, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, CO 80306-1440, (303) 443-8782) APPLICATION TO MAKE ABSOLUTE CONDITIONAL WATER RIGHT OR, IN THE ALTERNATIVE, FOR A FINDING OF REASONABLE DILIGENCE IN JEFFERSON COUNTY 2. Name of structure: Genesee Augmentation Reservoir No. 1. 3. Description of conditional water right: a. Date of original decree: April 18, 1994, Case No. 91CW112, District Court in and for Water

45

Division No. 1, State of Colorado. In that case, the Court decreed 5 acre-feet conditional. The subject conditional water right was continued in full force and effect until the end of December, 2006 pursuant to the decree entered in Case No. 2000CW059. The decree entered in Case No. 91CW112 also added the subject conditional water right to 10 acre-feet decreed in Case No. 90CW194 and made absolute in Case No. 99CW162. b. Location: Dam: The north abutment of the dam spillway is located in the NW1/4 of the SW1/4, Section 30, Township 4 South, Range 70 West of the 6th P.M. at a point whence the west quarter corner of said Section 30 bears North 86° West a distance of approximately 450 feet. Point of Diversion: In the SW1/4 of the NW1/4 of Section 30, Township 4 South, Range 70 West of the 6th P.M. at a point whence the west quarter corner of said Section 30 bears South 81°51'45" West 1225.59 feet. c. Source: Unnamed gulch, tributary to Bear Creek, tributary to the South Platte River. Applicant’s wastewater treatment plant discharges water to this stream near the decreed point of diversion. The reservoir is also filled by diversions directly from the wastewater treatment plant pursuant to the decree entered in Case No. 91CW112. d. Appropriation date: July 9, 1986. Amount: 5 acre-feet conditional; applicant also claims the right to fill and refill the reservoir to its full capacity of 15 acre-feet whenever this water right is in priority. Rate of diversion (for off-channel reservoir ): 3.0 c.f.s. e. Use: All municipal, domestic, commercial, irrigation, recreation and other beneficial uses, including use for augmentation purposes and/or by exchange. f. Surface area of high water line: 1.157 acres. i. Maximum height of dam in feet: 25 ft. ii. Length of dam in feet: 160 ft. g. Total capacity of reservoir in acre-feet: 15 acre-feet as originally decreed in Case Nos. 90CW194 and 91CW112; up to 16 acre-feet as constructed. Active capacity: 15 acre-feet as originally decreed in Case Nos. 90CW194 and 91CW112; up to 16 acre-feet as constructed. Dead storage: 0 acre-feet. 4. Provide a detailed outline of what has been done during the diligence period toward completion of the appropriation and application of water to beneficial use as conditionally decreed, including expenditures: The water rights decreed to the Genesee Augmentation Reservoir No. 1 are part of the District’s extensive project to supply water service to the inhabitants of a residential and business development in Jefferson County. Construction of the District’s entire water supply project is proceeding diligently. During the period that is the subject of this application the District has continued to investigate and narrow its options for development of its conditional water storage rights. During the diligence period, the District has spent in excess of $200,000.00 on Genesee Augmentation Reservoir No. 1, including capital improvements, construction and legal and engineering fees and other work. During the diligence period the District finalized its plans and commenced construction of a new reservoir and has spent in excess of $6.5 million on that reservoir, including capital improvements, construction and legal and engineering fees and other work. The new reservoir is part of the District’s overall integrated water supply system. In addition, the District has spent in excess of $41,160.00 in attorney fees during the diligence period to protect the subject conditional water right and other water rights owned by the District from potential injury through participation in water court actions. The subject conditional water right is part of the District’s overall water supply system. As an integrated system, diligence on one part of the system constitutes diligence on the entire system and each of its components. 5. If claim to make absolute: a. Date water applied to beneficial use: June 15, 2001. b. Amount: 5 acre-feet. c. Use: All municipal, domestic, commercial, irrigation, recreation and other beneficial uses, including use for augmentation purposes and/or by exchange. d. Description of place of use where water is applied to beneficial use: Water is placed to beneficial use within the District’s service area and other locations in the South Platte River basin. The District completed its repair of the reservoir liner in the spring of 2001. Diversions of water into the reservoir began on May 31, 2001 and it was filled to capacity on June 15, 2001. The water stored in the reservoir was the only emergency back-up supply available to the District in the critical dry year of 2002. 6. Name and address of owner or reputed owner of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be

46

stored, including any modification to the existing storage pool. The District is the owner of the land on which Genesee Augmentation Reservoir No. 1 is located and upon which water is stored. Water will be placed to beneficial use within the District’s service area and other locations in the South Platte River basin. It is not practical to identify the names and addresses of the owners of all such property. 06CW267 TRANSFERRED TO WATER DIVISION 2 06CW268 (99CW102). MORGAN COUNTY QUALITY WATER DISTRICT, P.O. Box 1218, Fort Morgan, CO 80701, (970) 867-3054. (Jeffrey J. Kahn, Esq., Matthew Machado, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978.) APPLICATION TO MAKE WATER RIGHT ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE IN MORGAN COUNTY. 2. Name of Structure: MCQWD Weingardt Well No. 3. 3. Describe conditional water right from Referee’s Ruling and Decree: A. Date of original decree, case number and court: Case Number 99CW102, District Court, Water Division No. 1, decree entered December 14, 2000. B. Legal Description: MCQWD Weingardt Well No. 3 is located in the NW1/4 SW1/4 of Section 23, Township 3 North, Range 59 West of the 6th P.M., Morgan County, Colorado, at a point 2,441 feet from the south section line and 220 feet from the west section line of said Section 23. C. Source: Groundwater. D. Date of Appropriation: December 5, 1998. E. Amounts: 950 gallons per minute, Conditional; 447 acre feet per year, Conditional. F. Uses: Domestic, including lawns and gardens; municipal; commercial and piscatorial. The subject well will be used as primary, secondary and supplemental supply for waters of the District supplied to its taxpayers within the District and the District’s system for their respective use. 4. Claim for Diligence, including Expenditures: The subject conditional water right is part of Applicant’s integrated municipal water supply system. Applicant has diligently pursued and developed the subject underground water right based in part on the following actions: A. Prior to the entry of the decree in Case No. 99CW102, Weingardt Well No. 3 was constructed and supplying water to Applicant’s system. Applicant continues to pump water from said well into the District’s system. B. In 2005, Applicant purchased a backup generator for the well, associated electrical appliances and a building to house the generator, at an out-of-pocket cost to the District of approximately $37,000. C. On February 23, 2006, Applicant obtained a decree in Case No. 05CW183 (94CW014), Application for Findings of Reasonable Diligence. In the decree, the Court found that the Applicant was diligent in pursuing and developing MCQWD Recharge Pond No. 1. Pursuant to the decree in Case No. 94CW014, Depletions from the Weingardt Well No. 3 are replaced primarily with recharge credits generated by MCQWD Recharge Pond No. 1. D. Applicant has expended significant sums of money on engineering and legal consulting fees related to the development and use of the Weingardt Well No. 3 since the entry of the decree in Case No. 99CW102. 5. If a Claim to Make Absolute, Date Water Applied to Beneficial Use: Applicant pumped the Weingardt Well No. 3 at a maximum rate of 920 gpm on July 19, 2002 into Applicant’s municipal water supply system for delivery to customers, and claims this amount ABSOLUTE. Applicant pumped 447 acre feet into Applicant’s system for delivery to customers in water year 2006, and claims this amount ABSOLUTE. 6. Names and addresses of owners of land on which structures are or will be located: Applicant. 7. Miscellaneous: Applicant reserves the right to supplement the claim with additional information as to amounts pumped from the Weingardt Well No. 3 in order to make the subject water right absolute up to the originally decreed amount. 06CW269, RINEKAR RIDGE METROPOLITAN DISTRICT, 2260 South Xanadu Way, Suite 340, Aurora, CO 80014. Attorneys for Applicant: Frederick A. Fendel, III, #10476, Matthew S. Poznanovic, # 29990, PETROCK & FENDEL, P.C., 700 17th Street, Suite 1800,

47

Denver, CO 80202, 303-534-0702. APPLICATION FOR WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN PARK COUNTY. 2. Structures: Rinekar Ridge Wells 1 – 5. 2.1 Priority date December 27, 2006; 2.3 Amount: 100 gpm each, conditional; 2.4 Use: Municipal use, which includes but is not limited to domestic, commercial, manufacturing, industrial, irrigation, fire protection, generation of electric power , recreation, fish and wildlife propagation, sewage treatment, street sprinkling, maintenance of adequate storage reserves. The water may be used directly or after storage and may be consumed; 2.5 Location: The five wells will be located within one or more of the following areas, all located in Park County, Colorado. The exact locations will be determined based on field conditions. Twp 11 S, Rg 75 W, 6th PM: Sec. 29; SW1/4 and the SE1/4, Sec. 30; SE1/4, Sec. 31; NE1/4 of the NE1/4, All of Section 32, Sec. 33; NW1/4, SW1/4 and the SE1/4. Twp 12 South, Rg 75 West, 6th PM: Sec 3; NW1/4 and the SW1/4, All of Sections 4 and 5, Sec 6; SW1/4, Sec 7; NW1/4 and the NE 1/4. Twp 11 S, R 76 W, 6th PM: Sec 35; NE1/4, NW1/4 and the SE1/4, Sec 36; SW1/4. Twp 12 S, R 76 W, 6th PM: Sec. 1; NW1/4, NE1/4 and the SE1/4. 2.6 Source: Ground water tributary to Middle Fork of the South Platte River and Four Mile Creek, a tributary to the South Fork of the South Platte River; PLAN FOR AUGMENTATION 4.Structures to be augmented: Rinekar Ridge Wells 1 – 5, described above. 5. Use: Water will be used to serve a proposed development known as the Preserve at Hartsel Springs Ranch, located generally in sections 35 and 36, Twp. 11 S., Rg. 76 W, section 31, Twp. 11 S., Rg. 75 W., section 6, Twp. 12 S., Rg. 75 W., and section 1, Twp. 12 S., Rg. 76 W., 6th PM, Park County, for municipal uses, including in-house domestic use, irrigation of landscaping, recreation, stock watering and incidental outdoor uses. Wastewater treatment may be by individual onsite systems or a central treatment plant. 6. Source of Augmentation Water: Hock Hocking Mine, originally decreed in Case No. W-1318, District Court, Water Division 1, as nontributary developed water for all beneficial purposes, including domestic, irrigation, municipal, manufacturing, mechanical, fire protection, mining and milling, recreation, including fishery and wildlife, and the maintenance of adequate storage systems and reserves, and the rights of disposition and to use, reuse, and successively use all of such water to extinction. The district owns a portion of the next 0.04 cfs of flow after satisfying the right of Mount Carbon Metropolitan District to the first 0.46 cfs, and all water flowing from the mine after satisfying the interests of other owners. Water from the mine is delivered to South Mosquito Creek, and to the Middle Fork of the South Platte River at its confluence with Mosquito Creek. 7. Statement of plan for augmentation: Diversions from the wells will be measured and the resulting stream depletions calculated. Return flows will also be calculated to determine net depletions. Out of priority net depletions will be replaced using a portion of Applicant’s interest in the Hock Hocking mine water. If necessary to prevent injury, water from the mine will be stored at a site to be determined on Applicant’s property for release at the proper time and in the proper amount. The exchange component of this plan for augmentation affects augmentation of the wells tributary to Four Mile Creek, and will operate from the confluence of the Middle Fork and South Fork, upstream on the South Fork to Four Mile Creek, then upstream on Four Mile Creek to the point of depletion from the wells. 8. Owner of land on which structures are located: Hartsel Springs Ranch of Colorado, Inc., 2260 South Xanadu Way, Suite 340, Aurora, CO 80014. 06CW270. UPPER SOUTH PLATTE WATER CONSERVANCY DISTRICT, c/o Stephen Spann, President, 4801 South Galapago Street, Englewood, CO 80110, (303) 781-2430; CENTER OF COLORADO WATER CONSERVANCY DISTRICT, c/o Daniel J. Drucker, President, P.O. Box 1747, Fairplay, CO 80440-1747, (303) 838-0302. (Jeffrey J. Kahn, Esq., Mark D. Detsky, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978.) APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROPRIATIVE RIGHTS OF EXCHANGE IN DOUGLAS, JEFFERSON, PARK AND TELLER COUNTIES. CHANGE OF WATER RIGHT 2. Decreed Names of Structures for Which Change is Sought: Parmalee No. 2 and 3 Ditch and the Flume Ditch. 3. Previous Decrees

48

of Water Rights for Which Change is Sought: Applicants are the owners of 52.45 percent of the Parmelee No. 2 and 3 Ditch and the Flume Ditch, for which structures a change of water rights was adjudicated in Case No. 03CW231, as explained below. Applicants’ interest equates to 0.194 cfs of the changed Parmalee No. 2 and 3 Ditch, comprised of those water rights originally adjudicated to the Parmalee Ditch No. 2 and the Parmalee Ditch No. 3; and 0.152 cfs of the changed Flume Ditch. Applicants’ 52.45% interest in the Parmalee No. 2 and 3 Ditch and the Flume Ditch is hereinafter referred to as “Applicants’ Water Rights.” A. Parmalee Ditch No. 2. 1. Date Entered: May 22, 1913 2. Case Number:1678 3. Court: Park County District Court 4. Legal Description: The headgate of the Parmalee Ditch No. 2 was decreed on Deer Creek in Section 5, Township 7 South, Range 72 West of the 6th P.M., at a point whence the S1/4 corner of Section 32, Township 6 South, Range 72 West bears North 9º4' West 2,613 feet. 5. Source: Deer Creek, tributary to the North Fork of the South Platte River. 6. Appropriation Date: May 1, 1867 7. Original Amount: 1.46 cfs B. Parmalee Ditch No. 3. 1. Date Entered: May 22, 1913 2. Case Number: 1678 3. Court: Park County District Court 4. Legal Description: The headgate of the Parmalee Ditch No. 3 was decreed on Deer Creek in Section 5, Township 7 South, Range 72 West, at a point whence the S1/4 corner of Section 32, Township 6 South, Range 72 West bears North 14º55' West 2,700 feet. 5. Source: Deer Creek, tributary to the North Fork of the South Platte River. 6. Appropriation Date: May 1, 1867 7. Original Amount: 0.58 cfs C. Parmalee No. 2 and 3 Ditch. The Parmalee No. 2 and 3 Ditch headgate is the same decreed structure as the Parmalee Ditch No. 2 described in ¶2(A)(4), supra. In Case No. 03CW231, District Court, Water Division No. 1, decreed on June 28, 2006 (the “change decree”), the remaining 0.63 cfs of the Parmalee Ditch No. 2 and 0.58 cfs of the Parmalee Ditch No. 3 were transferred to the Parmalee No. 2 and 3 Ditch. As a result of the change decree, the Parmalee No. 2 and 3 Ditch water right consists of a fully consumable flow rate of 0.37 cfs, comprised of the appropriations remaining from the decrees described above in ¶¶2(A) and 2(B). Applicants own 0.194 cfs of the 0.37 cfs decreed to the Parmalee No. 2 and 3 Ditch, which right is the subject of this application. D. The Flume Ditch. 1. Date Entered: May 22, 1913 2. Case Number: 1678 3. Court: Park County District Court 4. Legal Description: The headgate of the Flume Ditch was decreed on Deer Creek in the SE Corner of Section 4, Township 7 South, Range 72 West of the 6th P.M., at a point whence the SE Corner of Section 4, Township 7 South, Range 72 West bears South 89º30' East 4,791 feet. 5. Source: Deer Creek, tributary to the North Fork of the South Platte River. 6. Appropriation Date: May 1, 1867 7. Original Amount: 4.41 cfs 8. Applicants’ Interest: Of the 4.41 cfs originally decreed to this structure, 3.93 cfs was transferred from the Flume Ditch in Case Nos. W-7434 and 80CW169. In Case No. 03CW231, the remaining 0.48 c.f.s., of the Flume Ditch was changed. The 03CW231 decree determined a fully consumable flow rate of 0.29 cfs and 0.19 cfs was determined to be abandoned. Applicants own 0.152 cfs of the 0.29 cfs decreed to the Flume Ditch, which right is the subject of this application. E. Previous Change Decree. The change decree, Case No. 03CW231, adjudicated “ditch-wide” analyses, historic consumptive use quantifications, and historic return flows of the Parmalee Ditch No. 2, the Parmalee Ditch No. 3, the Parmalee No. 2 and 3 Ditch and the Flume Ditch water rights. The change decree adjudicated alternate points of diversion as described above and changed the type of use of the water rights to add, in addition to irrigation, the following uses: domestic, augmentation, replacement, exchange, substitute supply and storage to allow water diverted pursuant to the water rights to be stored in Dozier Reservoir No. 2. 4. Historic Use of Water Rights to be Changed: The historic consumptive use of the decreed water rights described in ¶3, above, was adjudicated and determined in the change decree. In that case, the Court found that Lone Rock, H20, Applicant therein, was entitled to 60% of the historical consumption on 37 acres historically irrigated by the water rights comprising the Parmalee No. 2 and 3 Ditch and 80% of the average historical consumption on the 21 acres historically irrigated by the Flume Ditch. The change decree found that the historical consumptive use associated with the irrigation of the historically irrigated area varies from year to year on each ditch. During the 1980 to 2001 study period, the

49

consumptive use from the crops grown on the 37 acres under the Parmalee No. 2 and 3 Ditch ranged from 39.9 to 71.8 acre feet, and the consumptive use from the crops grown on the 21 acres under the Flume Ditch ranged from 20.4 to 38.9 acre feet. A map of the historic irrigated area is attached as EXHIBIT A and diversion records for the water rights are attached as EXHIBIT B. The change decree ordered monthly, annual and ten year volumetric limitations on the use of the water rights. The change decree found that the Applicant is entitled to 57.2 acre feet per year, on average, of fully consumable water from the water rights subject to that adjudication. Of that 57.2 acre feet, 40.1 acre feet was decreed as “excess fully consumable water.” The amount of fully consumable water to which Applicants are entitled will be calculated on a daily basis during the irrigation season when Applicants’ Water Rights are in priority and are otherwise legally and physically available. The change decree found that the quantification of the consumable water is res judicata and shall not be subject to re-quantification in any future proceeding. See, Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). The change decree also found that Applicants’ Water Rights are legally available in the stream below the headgate of the Parmalee No. 2 and 3 Ditch. Applicants will abide by the terms and conditions to prevent injury to vested water rights included in the change decree. 5. Proposed Changes: Applicants request a change in type of use of Applicants’ Water Rights from direct flow to direct flow and storage for beneficial use, and a change in the place of use of Applicants’ Water Rights to include anywhere within the service areas of the Applicants as depicted on the map attached as EXHIBIT C. Applicants’ service area encompasses all of Park County as well as portions of Clear Creek, Jefferson, Douglas and Teller Counties that are within the boundaries of the Upper South Platte District. Applicants’ Water Rights may be used to replace of out of priority depletions anywhere within Applicants’ service area and to maintain historic return flows required by Applicants’ pending application for augmentation and exchanges in Case No. 02CW389. A. Change in Type of Use: In addition to uses adjudicated to the Water Rights in Case No. 03CW231, Applicants seek to add the following uses for Applicants’ Water Rights: municipal, domestic, irrigation, industrial, augmentation, replacement, exchange, recharge, and recreation. Applicants seek the right to store water prior to, or as part of, the beneficial use of the water. B. Change in Place of Use. Applicants seek to change the place of use of the Applicants’ Water Rights to include anywhere within the Applicants’ service area as it now exists or may be amended in the future, and to any location served by lease, contract or other agreement with the Applicants. In addition, Applicants identify the following specific alternate places of diversion and storage for the Water Rights: i. Chatfield Reservoir. Applicants’ Water Rights may be diverted and stored in Chatfield Reservoir for release for augmentation or later substitution or exchange. The right abutment of Chatfield Dam is located in Douglas County, Colorado, in Sections 6 and 7, Township 6 South, Range 68 West of the 6th P.M. The left abutment of the dam is located in Jefferson County, in Section 1, Township 6 South, Range 69 West of the 6th P.M. ii. Spinney Mountain Reservoir. Applicants’ Water Rights may be diverted and stored in Spinney Mountain Reservoir pursuant to the exchanges to be adjudicated herein. Spinney Mountain Reservoir is an on-channel reservoir located in the South half of Section 25, Township 12 South, Range 74 West, 6th PM; the left abutment of said dam located at a point whence the Southwest corner of Section 36, Township 12 South, Range 74 West, 6th PM, bears South 23º 26" West 8,314.3 feet in Park County, Colorado. iii. The Smelter Pipeline Reservoir. Water will be diverted and stored in the Smelter Pipeline Reservoir pursuant to the exchanges to be adjudicated herein. The Smelter Pipeline Reservoir is located in NE1/4 of Section 13, Township 9 South, Range 78 West of the 6th P.M., Park County, Colorado. The Smelter Pipeline Reservoir was adjudicated in Case No. 80CW194, District Court, Water Division No. 1. iv. The London Mining and Smelter Ditch. Applicants’ Water Rights will be diverted at the London Mining and Smelter Ditch pursuant to the exchanges to be adjudicated herein. The London Mining and Smelter Ditch is located on the left bank of Mosquito Creek at a point whence the E1/4 corner of Section 13, Township 9 South, Range 78 West of the 6th P.M., Park County, Colorado, bears South 58 30’ East 1892 feet. The London Mining and Smelter

50

Ditch is the ditch used to fill the Smelter Pipeline Reservoir. v. Lake Ditch and Silver Tip Lodge Reservoirs. Applicants’ Water Rights will be diverted at the headgate of the Lake Ditch pursuant to the exchanges to be adjudicated herein. The headgate of the Lake Ditch is situated at a point on the northeast bank of the North Fork of the South Platte River whence the Southwest corner of Section 7, Township 7 South, Range 73 West bears north twenty-one minutes east 851 feet. The Lake Ditch was adjudicated May 18, 1918 in Case No. CA1839. Water diverted through the Lake Ditch will be stored in 5 reservoirs known herein as Silver Tip Lodge Reservoirs No. 1 – 5. The Silver Tip Lodge Reservoirs No. 1-5 are located in the NW1/4 of Section 18, Township 7 South, Range 73 West, 6th P.M., Park County, Colorado. APPROPRIATIVE RIGHTS OF EXCHANGE 6. General Description of Exchanges: Applicants seek adjudication of conditional appropriative rights of exchange on the North Fork of the South Platte River, the main stem of the South Platte River, the Middle Fork of the South Platte River, and Mosquito Creek, tributary to the Middle Fork of the South Platte River. Applicants intend to deliver Applicants’ Water Rights to the confluence of Deer Creek and the North Fork of the South Platte River and exchange such water up the North Fork of the South Platte River to the headgate of the Lake Ditch for storage in the Silver Tip Lodge Reservoirs No. 1-5, or deliver the water downstream to the confluence of the North Fork of the South Platte River and the main stem of the South Platte River and then exchange such water up to the Spinney Mountain Reservoir or up the Middle Fork of the South Platte River and up Mosquito Creek to the London Mining and Smelter Ditch for storage in the Smelter Pipeline Reservoir. 7. Name of Exchanges and Names and Locations of Structures: A. Lake Ditch/Silver Tip Lodge Reservoirs Exchange. The exchange reach will operate from the confluence of Deer Creek and the North Fork of the South Platte River in Section 26, Township 8 South, Range 72 West (the lower terminus), up the North Fork of the South Platte River to the headgate of the Lake Ditch (the upper terminus), as described in ¶5(B)(v), above. B. Spinney Mountain Reservoir Exchange. The exchange reach will operate between the confluence of the North Fork of the South Platte River and the main stem of the South Platte River in Section 25, Township 7 South, Range 70 West (the lower terminus), up the main stem of the South Platte River to the Spinney Mountain Reservoir (the upper terminus), described in ¶5(B)(ii), above. C. London Mining and Smelter Ditch/Smelter Pipeline Reservoir Exchange. The exchange reach will operate between the confluence of the North Fork of the South Platte River and the main stem of the South Platte River described in ¶7(B), above (the lower terminus), up the main stem of the South Platte River to the confluence of the main stem of the South Platte with the Middle Fork of the South Platte River in Section 14, Township 13 South, Range 75 West, then up the Middle Fork of the South Platte River to its confluence with Mosquito Creek in Section 18, Township 9 South, Range 78 West, then up Mosquito Creek to headgate of the London Mining and Smelter Ditch (the upper terminus), as described in ¶5(B)(iv), above. 8. Amount Claimed: 0.35 cfs, CONDITIONAL for all exchanges. 9. Date of Appropriation: June 17, 2006 for all exchanges. A. How appropriations were initiated: By entering into a contract to purchase 0.194 cfs of the Parmalee No. 2 and 3 Ditch and 0.152 cfs of the Flume Ditch on June 17, 2006, and by public meetings and resolutions adopted of the Applicants establishing the intent to appropriate the exchanges. B. Date water applied to beneficial use: N/A. 10. Uses: All beneficial uses as claimed in this application. 11. Name(s) and address(es) of owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored: A. Spinney Mountain Reservoir is owned by the City of Aurora Utilities, whose address is 15151 E. Alameda Parkway, Aurora, Colorado 80012. Co-applicant Upper South Platte Water Conservancy District owns 50 acre feet of perpetual storage space in Spinney Mountain Reservoir by assignment from the City of Aurora. B. Chatfield Reservoir is owned and operated by the United States Army Corps of Engineers, whose address is 9307 S. Wadsworth Blvd., Littleton, Colorado 80128. Co-applicant Center of Colorado Water Conservancy District is a participant in the proposed reallocation of storage space in Chatfield Reservoir. C. Silver Tip Lodge Reservoir and the Lake Ditch

51

Headgate are owned by Richard Riedel, P.O. Box 111, Shawnee, CO 80475. D. The Smelter Pipeline Reservoir and London Mining and Smelter Ditch are owned by the co-applicant Center of Colorado Water Conservancy District. E. The Parmalee No. 2 and 3 Ditch and the Flume Ditch are owned by the Applicants and Lone Rock H20, LLC, c/o James C. Dozier, Manager, 460 Park County Road 43, Suite #1, Bailey, CO 80421. 12. Remarks: The Applicants acknowledge that they must first obtain the right to use the structures described herein that they do not own or already have the right to use, before using any of those structures. Applicants acknowledge that any water right that may be adjudicated pursuant to this application will not confer any right to use structures owned by others. (17 pages) 06CW271 CASE NUMBER ISSUED IN ERROR – CASE CLOSED 06CW272 APPLICATION FOR SURFACE WATER RIGHT AND STORAGE RIGHTS OF THOMAS H. COBLENTZ AND VIRGINIA I. COBLENTZ IN PARK COUNTY. 1. NAME AND ADDRESS OF APPLICANT: Tom and Virginia Coblentz, c/o James G. Felt, Chris D. Cummins, Felt, Monson & Culichia, LLC, 319 North Weber Street, Colorado Springs, Colorado 80903, (719) 471-1212. 2. Application for Surface Water Rights A. Name of structure: Glen=s Spring. B. Legal description of point of diversion: In the NW3 of the SE3, Section 5, Township 14 South, Range 72 West, 6th P.M., Park County, Colorado. GPS location information in UTM format: Northing 38° 51.864' Easting 105° 28.297'. Points were not averaged. Spring is located within Lot 30 Ranger Station Addition to High Chaparral Ranch. C. Source: Unnamed water course, tributary to Ranger Station Gulch, tributary to South Platte River. D. (i) Date of Initiation of Appropriation: September 12, 2003. (ii) How Appropriation was Initiated: By forming the intent to appropriate water to beneficial use, location of spring, estimation of flows, clearing of area around spring. (iii) Date Water Applied to Beneficial Use: Water has not yet been applied to beneficial use. E. Amount claimed: 12 gallons per minute conditional. F. Use or proposed uses: Livestock and wildlife watering, wetlands enhancement, recreation and fish propagation. 3. Application for Water Storage Rights. A. Name of structure: VA and TC=s Pond. (1) Legal description of location of center of dam: In the NW3 of the SE3, Section 5, Township 14 South, Range 72 West, 6th P.M., Park County, Colorado. GPS location information in UTM format: Northing 38° 51.745' Easting 105° 28.022'. Points were not averaged. Pond is located within Lot 30 Ranger Station Addition to High Chaparral Ranch. (2) Source: Unnamed water course, tributary to Ranger Station Gulch, tributary to South Platte River. (3) (i) Date of Initiation of Appropriation: September 12, 2003. (ii) Appropriation was Initiated: By forming the intent to appropriate water to beneficial use, location of pond, commence work on feasibility of construction. (iii) Date Water Applied to Beneficial Use: Water has not yet been applied to beneficial use. (4) Amount claimed: (i) In acre feet 0.012 conditional. (5) Use: Livestock and wildlife watering, wetlands enhancement, fish propagation, recreation and firefighting. (6) Surface area of highwater line: 0.025 acres (1,100 square feet). (i) Maximum height of dam in feet: 10 feet (height of dam to spillway is 7 feet). (ii) Length of dam in feet: 36 feet. (7) Total capacity of reservoir in acre feet: 0.012 acre feet conditional. (8) Active capacity: 0 acre feet. (9) Dead storage: 0.012 acre feet. B. Name of structure: Gary=s Pond. (1) Legal description of location of center of dam: In the NW3 of the SE3, Section 5, Township 14 South, Range 72 West, 6th P.M., Park County, Colorado. GPS location information in UTM format: Northing 38° 51.691' Easting 105° 28.258'. Points were not averaged. Pond is located within Lot 30 Ranger Station Addition to High Chaparral Ranch. (2) Source: Unnamed water course, tributary to Ranger Station Gulch, tributary to South Platte River. (3) (i) Date of Initiation of Appropriation: September 12, 2003. (ii) How Appropriation was Initiated: By forming the intent to appropriate water to beneficial use, location of spring, commence work on feasibility of construction. (iii) Date Water Applied to Beneficial Use: Water has not yet been

52

applied to beneficial use. (4) Amount claimed: (i) In acre feet 0.128 acre feet conditional. (5) Use: Livestock and wildlife watering, wetlands enhancement, fish propagation, recreation and fire protection. (6) Surface area of highwater line: 0.21 acres. (i) Maximum height of dam in feet: 12 feet (height of dam to spillway is 9 feet). (ii) Length of dam in feet: 96 feet. (7) Total capacity of reservoir in acre feet: 0.213 acre feet conditional. (8) Active capacity: 0 acre feet. (9) Dead storage: 0.218 acre feet. 4. Name and address or owners upon which any structure is or will be located: Applicant is the owner of the land on which all structures are located and upon which all water is or will be stored or placed to beneficial use. 06CW273, Applicant: 1. City of Brighton, Colorado, 22 South 4th Avenue, Brighton, CO 80601 (303) 659-4050. APPLICATION FOR WATER STORAGE RIGHTS in ADAMS, ARAPAHOE, WELD , DOUGLAS JEFFERSON COUTIES. All future correspondence and pleadings to: Brent Bartlett, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO 80525, (970) 407-9000. 2. Name of Reservoir: Chatfield Reservoir. 3. Legal Description: Chatfield Reservoir is located in §§ 1, 2, 11, 12, 14, & 23, T6S, R69W, 6th P.M. & §§ 6 & 7, T6S, R68W, 6th P.M. in Douglas and Jefferson Counties, Colorado. Chatfield Reservoir is on the main stem of the South Platte River and the main stem of Plum Creek. The southeast-end of dam (right) abutment is located at a point from whence the SE corner of Section 7, T6S, R68W, 6th P.M. bears South 64 degrees East a distance of 2,064 feet. The approximate (right) abutment latitude 39 deg 32 min 20 sec N & longitude 105 deg 02 min 33 sec W. 4. Source: The South Platte River and its tributaries. 5. Appropriation date: A. Date of Appropriation: The City of Brighton seeks an appropriation date for the conditional rights herein requested of August 4, 2004. B. How Appropriation was Initiated: The City of Brighton appropriated these conditional water rights by forming the intention to appropriate coupled with performing overt, physical acts constituting a first step toward diversion and application of the claimed water rights to a beneficial use. The intent and overt acts include, but are not limited to: (1) Joint efforts with the Colorado Water Conservation Board beginning on August 4, 2004 to begin a feasibility study for reallocation of storage in Chatfield Reservoir; (2) Participating in the Chatfield Reservoir Study and paying of portion of those costs in November, 2004; (3) Execution of letters of understanding and commitment for the Chatfield Reallocation Project and payments made therefore. (4) Developing and filing this application. C. Date water applied to beneficial use: Not applicable, conditional water right claimed. 6. Amounts Claimed: 1,425 acre feet, CONDITIONAL, with the right to fill and refill. 7. Use: The water shall be used by the City of Brighton within any area capable of being served by these diversion and storage points and the City of Brighton’s municipal water supply for any water supply obligations of the City of Brighton for itself or with other water supply entities with which the City of Brighton has water supply contracts or agreements, for all municipal uses, including but not limited to: domestic, mechanical, manufacturing, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, augmentation and replacement, substitute supply, adjustment and regulation of municipal water systems, including further exchange with municipal water systems and with other water users, directly or by exchange, for use and reuse until extinction. 8. Facility Description, Surface area of Chatfield Reservoir is approximately 1,479 acres. Maximum height of Chatfield Reservoir in feet is 147, Length of Chatfield Reservoir Dam is 13,136 feet, Additional permanent storage capacity available for appropriation is approximately 20,600 a.f. and the City of Brighton’s claimed portion is approximately 1,425 a.f. 9. Name and address of Land Owners. Chatfield Reservoir is owned be the Secretary of the Army, c/o Assistant Secretary of the Army (Civil Works), 108 Army Pentagon, Room 2E570, Washington, DC 20310-0108. 06CW274 THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD (“Weld County”); 915 10th Street, P.O. Box 758, Greeley, CO 80632 (Lee E. Miller, Ryan D.

53

Phillips) BURNS, FIGA & WILL, P.C., Attorneys for Weld County, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111. APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN WELD COUNTY. 2. Description of Application: Weld County leases property owned by Darrell Bearson to operate a gravel pit (“Bearson Pit”). Operations at the Bearson Pit expose groundwater that is tributary to the South Platte River. Currently, Weld County provides water to the Platte River for the Bearson Pit’s depletions under a Substitute Water Supply Plan (“SWSP”) approved by the State Engineer. Applicant has applied to the State Engineer for approval of a renewal of the SWSP for the Bearson Pit. However, in 2006, Weld County completed mining activities at the Bearson Pit. Weld County submits this Application for Change of Water Rights and Approval of Plan for Augmentation to provide for long term augmentation of post pumping depletions and tributary groundwater that evaporates from the surface of the Bearson Pit. Claim 1: Change of Water Right. 3. Water Right to Be Changed: Lupton Meadows Ditch Company. A. Date Decree Was Entered: The Lupton Meadows Ditch Company supplies the water for the subject shares through shares of the Lupton Bottom Ditch Company; the Lupton Bottom Water Right was decreed on 4/28/1883. B. Case No.: 6009. C. Court: District Court, Water Division No. 1, Weld County, CO. D. Location of Point of Diversion: W bank of the S Platte River in the NW1/4 of the SW1/4 of Section 19, T1N, R66W, 6th P.M. in Weld County, CO. E. Source: South Platte River. F. Amount and Appropriation Date: Weld County owns 52 shares of the 4,184 shares outstanding of the capital stock of the Lupton Meadows Ditch Company, which supplies water for the 52 shares via the Lupton Bottom Ditch Company Right. The priorities and amounts for the Lupton Bottom Ditch Company Right and the Lupton Meadows Ditch Company pro-rata share are as shown in Table 1. Table 1: Amount and Appropriation Dates of Lupton Bottom Ditch Company Shares

Amount

Lupton Meadows Ditch Company

Pro-Rata Amount

Weld County’s 52 Share Pro-Rata

Amount Priority Number

Appropriation Date

Adjudication Date (cfs) (cfs) (cfs)

5 5-15-1863 4-28-1883 47.7 24.9 0.36 20 3-10-1871 4-28-1883 10.0 10.0 0.15 31 9-15-1873 4-28-1883 92.87 48.4 0.70

Total 150.57 83.3 1.21 G. Decreed Use: Irrigation. H. Historic Use: Applicant owns 52 shares of the 4,184 shares outstanding of the capital stock of the Lupton Meadows Ditch Company. The Lupton Meadows Ditch Company owns 43 shares of the 82.5 shares outstanding of the capital stock of the Lupton Bottom Ditch Company as well as shares in other ditch companies. Applicant purchased 26 of its 52 shares from Darrell and Nelva Bearson on November 9, 1998. These 26 shares were part of 412 shares delivered through the Lupton Bottom Ditch Company historically used to irrigate land known as the “Bearson Parcel” in the W1/2 of Section 19 and the NW1/4 of Section 30, T2N, R66W, 6th P.M. and the NE1/4 of Section 25 and the S1/2 of the NE1/4 of Section 24, T2N, R67W, 6th P.M.. The historically irrigated acreage of the Bearson Parcel under the 412 shares of the Lupton Meadows Ditch Company is 388.4 acres, and the prorated historically irrigated acreage for Weld County’s 26 shares is 24.5 acres. Applicant’s other 26 shares were part of 86 shares delivered through the Lupton Bottom Ditch Company historically used to irrigate land known as the “Koenig Parcel” described as all that part of Lot 7 in the S1/2 of the SW1/4 of Section 18, T2N, R66W, 6th P.M. lying south and west of the South Platte River, Lots 7 and 8 in the S1/2 of the SE1/4 of Section 13, T2N, R66W, 6th P.M., lying west of the South Platte River,

54

and a strip of land being 50 feet wide on each side of the centerline of the Denver, Laramie, and Northwest Railway Company. The historically irrigated acreage of the Koenig Parcel under the 86 shares of the Lupton Meadows Ditch Company is 47.8 acres, and the prorated historically irrigated acreage for Weld County’s 26 shares is 14.5 acres. The historically irrigated acreage from Weld County’s 52 shares of Lupton Meadows Ditch Company is 39.0 acres and the historically irrigated acreage per share is 0.75 acre/share. Analysis of the Bearson Parcel and the Koenig Parcel historically irrigated with 498 shares of the Lupton Meadows Ditch Company delivered via shares in the Lupton Bottom Ditch Company yields a prorata consumptive use credit for the 52 shares of 51.16 acre-feet annually. This credit accrues monthly as accretions and depletions as shown in Table 3 below. 4. Proposed Change: Applicant seeks to change its 52 shares of the Lupton Meadows Ditch Company, from irrigation use to augmentation, storage, and recharge use in order to augment depletions from the Bearson Pit. 5. Owner of Land on Which New Diversion Structure is Located: Existing diversion structure owned by Lupton Meadows Ditch Company, P.O. Box 305 Fort Lupton, CO 80621 (official address) or 11016 WC Road 23 Fort Lupton, CO 80621 (ditch secretary address). Claim 2: Plan for Augmentation. 6. Structure to be Augmented: Bearson Pit. A. Location: N1/2 of Section 19, T2N, R66W, 6th P.M.. B. Source of Water: Groundwater tributary to the South Platte River. C. Amount of Depletion: 0.21 a.f. of water due to post pumping depletions for 2007 only and 24.94 a.f. annually due to evaporation shown in Table 2 on a monthly basis. Table 2: Bearson Pit Evaporative Losses

Percent of Gross Lake Effective Net Lake Total LakeMonth Annual Evaporation Evaporation Precipitation Precipitation Evaporation Evaporation

(%) (ft) (in) (ft) (ft) (ac-ft)

Jan 3.0% 0.11 0.46 0.03 0.09 0.72

Feb 3.5% 0.13 0.39 0.02 0.11 0.91

Mar 5.5% 0.21 0.90 0.05 0.15 1.29

Apr 9.0% 0.34 1.61 0.09 0.24 2.05

May 12.0% 0.45 2.58 0.15 0.30 2.52

June 14.5% 0.54 1.68 0.10 0.45 3.74

July 15.0% 0.56 1.45 0.08 0.48 4.01

Aug 13.5% 0.51 1.38 0.08 0.43 3.58

Sept 10.0% 0.38 1.07 0.06 0.31 2.63

Oct 7.0% 0.26 0.89 0.05 0.21 1.77

Nov 4.0% 0.15 0.56 0.03 0.12 0.99

Dec 3.0% 0.11 0.41 0.02 0.09 0.74

Total 100% 3.75 13.38 0.78 2.97 24.94

Exposed Water Surface = 8.4 acres at completionAnnual Precipitation = 13.4 inches -1941-1985 average from Fort Lupton 5E and Brighton Weather StationsGross Annual Evaporation = 45 inches -Taken from NOAA Technical Report NWS 33

D. Surface Area at High Water Line: 8.4 acres as shown in the figure in Exhibit A as attached to the Application filed with the Water Court. E. Name of Owner of Structure Location: Darrell Bearson, 9208 WCR 25, Ft. Lupton, CO 80621. 7. Water Rights to be Used for Augmentation: A. Lupton Meadows Ditch (1) Date Decree Was Entered: The Lupton Meadows Ditch Company supplies the water for the subject shares through shares of the Lupton Bottom Ditch Company; the Lupton Bottom Water Right was decreed on 4/28/1883. (2) Case No.: 6009. (3) Court: District Court, Water Division No. 1, Weld County, CO. (4) Type of Water Right: Surface Diversion. (5) Location of Point of Diversion: West bank of the South Platte River in the NW1/4 of the SW1/4 of Section 19, T1N, R66W, 6th P.M. in Weld County. (6) Source: South Platte

55

River. (7) Amount and Appropriation Date: Weld County owns 52 shares of the 4,184 shares outstanding of the capital stock of the Lupton Meadows Ditch Company, which supplies water for the 52 shares via the Lupton Bottom Ditch Company Right. The priorities and amounts for the Lupton Bottom Ditch Company Right and the Lupton Meadows Ditch Company pro-rata share are as shown in Table 1. (8) Decreed Use: Irrigation. (9) Historic Use: Irrigation of the Koenig and Bearson parcels as discussed in paragraph 3(H) above. (10) Name and Address of Owners of Land on which Structure Is Located: The ditch and diversion structure are owned by Lupton Meadows Ditch Company, of which Applicant is a shareholder. The address of the Lupton Meadows Ditch Company is P.O. Box 305 Fort Lupton, CO 80621 (official address) or 11016 WC Road 23 Fort Lupton, CO 80621 (ditch secretary address). B. Consumptive Reuse Credits from the City of Greeley. (1) Water Source: Applicant has a contractual right to water provided by the City of Greeley under the Perpetual Lease of Fully Consumable Water shown in Exhibit B as attached to the Application filed with the Water Court. Under this agreement, Applicant has the right to “water rights that are owned by or available to Greeley, and that are fully decreed and usable for augmentation purposes under Colorado water law.” Perpetual Lease of Fully Consumable Water, Exhibit B, paragraph 1.1. Additionally, Greeley must provide this water “regardless of whether a particular year is wet, average, or dry in terms of precipitation or water availability.” Perpetual Lease of Fully Consumable Water, Exhibit B, paragraph 1.5. (2) Case No.: Greeley’s water rights available to satisfy its contractual obligation under the Perpetual Lease of Fully Consumable Water include, but are not limited to, rights changed or to be changed in Case Nos. 87CW329, 95CW42, 99CW232, 99CW235 and 2006CW258, and water rights to be decreed in Case No. 99CW234. (3) Type of Water Right: Fully consumable water made available for augmentation use. (4) Location of Point of Diversion: The City of Greeley will provide water for augmentation just below the outfall of its wastewater treatment plant located on the south bank of the Cache la Poudre River in the SW1/4 of the SW1/4 of Section 4, T5N, R65W, 6th PM. (5) Amount: Total amount leased is 300 a.f. annually. (6) Historic Use: Under the Perpetual Lease of Fully Consumable Water shown in Exhibit B, as attached to the Application filed with the Water Court, Greeley must supply the Applicant with water legally decreed for augmentation use. (7) Name and Address of Owners of Land on which Structure Is Located: The Greeley water treatment facility is owned by the City of Greeley. The city’s address is c/o Director, Water and Sewer Department, City of Greeley, 1100 10th Street, 3rd floor, Greeley, CO 80631. 8. Statement of Plan for Augmentation: A. Applicant has mined aggregate materials from the Bearson Pit located west of the South Platte River in Section 19, T2N, R66W, 6th P.M., about 2.5 miles north of the City of Fort Lupton. This mining operation has exposed groundwater tributary to the South Platte River. Applicant currently replaces post pumping depletions and depletions due to evaporation from this pit under SWSP No. M-99-001, which expires on December 31, 2006. Applicant has applied to the State Engineer for approval of a renewal of the SWSP for the Bearson Pit. Through this Application, the Applicant will augment depletions to the South Platte River caused by past pumping operations and surface evaporation from the Bearson Pit in an amount, time and location sufficient to avoid injury to other water rights as required by C.R.S. § 37-92-305(8) (2006). B. Net evaporation from the Bearson Pit is 2.97 feet per year and the Pit has an exposed surface area of 8.4 acres, therefore, the evaporation from the Bearson Pit totals 24.9 a.f. per year. Table 2, above, shows the monthly net evaporation for the Bearson Pit. Depletions from the South Platte River do not occur instantaneously and therefore Applicant will replace lagged evaporative depletions and post pumping depletions monthly as shown in Table 3 below. Applicant will replace all depletions to the South Platte River caused by previous pumping and evaporation from the Bearson Pit as described in paragraphs 8(C) and 8(D) below. Table 3 – Bearson Pit Water Balance

56

Bearson Pit Lagged Accretions/Depletions Excess Credit Total Evaporative Mining for 52 Weld Co from Weld Co Winter City of Greeley

Month Depletions Depletions Shares Shares Replacements Lease(ac-ft) (ac-ft) (ac-ft) (ac-ft) (ac-ft) (ac-ft)

(A) (B) (C) (D) (E) (F)Jan 0.72 0.98 -1.76 2.74 2.74Feb 0.91 1.06 -1.52 2.58 2.58Mar 1.29 1.31 -1.37 2.68 2.68Apr 2.05 1.85 1.56 0.29 0.29May 2.52 2.29 8.51 6.23June 3.74 3.18 12.53 9.35July 4.01 3.61 15.91 12.29Aug 3.58 3.45 13.22 9.77Sept 2.63 2.81 7.17 4.36Oct 1.77 2.10 1.56 0.54 0.54Nov 0.99 1.42 -2.57 3.99 3.99Dec 0.74 1.08 -2.09 3.17 3.17

Total 24.94 25.15 51.16 41.99 15.98 15.98

C. The annual historical consumptive use, based on an analysis of the entire Bearson and Koenig irrigated parcels, of Weld County’s 52 shares of the Lupton Meadows Ditch is 51.16 a.f. per year. The monthly accretions and depletions attributed to the Applicant’s shares of the Lupton Meadows Ditch Company is shown in Table 3 above. Weld County will augment evaporative depletions and post pumping depletions from the Bearson Pit from April through October by discontinuing its use of its shares of the Lupton Meadows Ditch during these months and transferring the water to the South Platte River at an augmentation structure constructed on the Lupton Bottom Ditch East Lateral. The structure is located in the S1/2 of the NW1/4 of Section 19, T2N, R66W, 6th P.M. in Weld County. The water flows through the County’s headgate and is measured in a flume where it can then flow either to the gravel pits or back to the river. D. During the winter months, November through March, Weld County will augment its evaporative and post pumping depletions from the South Platte River using perpetually leased water from the City of Greeley. Applicant will make these replacements in the monthly quantities shown in Table 3 by delivery to the Cache La Poudre River just above its confluence with the South Platte River and just below the outfall of the water treatment facility located on the south bank of the Cache la Poudre River in the SW1/4 of the SW1/4 of Section 4, T5N, R65W, 6th P.M. 9. Applicant intends to propose adequate terms and conditions to prevent injury to holders of vested water rights including the following: A. Applicant will relinquish to the stream 51.16 a.f. of water annually, which is represented by Applicant’s 52 shares of the Lupton Meadows Ditch Company, to assure that this water will only be used for augmentation and replacement of annual net reservoir evaporation and post pumping depletions. B. Applicant shall provide the quantity of water shown in the rightmost column of Table 3, above from the Applicant’s right to perpetually leased water from the City of Greeley to assure that this water will only be used for augmentation and replacement of annual net reservoir evaporation and post pumping depletions. C. Pursuant to C.R.S. § 37-92-304(6) the Decree shall be subject to reconsideration by the water judge for a period of five years on the issue of injury to holders of vested water rights. (Application, 10 pages)

06CW275 CRYSTAL LAKES WATER AND SEWER ASSOCIATION, INC., Crystal Lakes Water and Sewer Association, Inc., c/o Jodean G. Sandquist, Manager, 300 Tami Road, Red Feather Lakes, CO 80545 c/o Robert F. T. Krassa, Krassa & Miller, LLC, 2344 Spruce Street, Suite A, Boulder, CO 80302, (303) 442-2156. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN LARIMER COUNTY. 2. Name of the structure: Upper Lone Pine Lake, a reservoir. 3. Describe conditional water right: A. Date of original decree: September 20, 1978; Case W-7633-74, District Court for Water Division No. 1.

57

B. Location: SE1/4 NEl/4, Section 23, Township 10 North, Range 74 West of the 6th P.M., Larimer County. Dam axis begins at a point which bears South 6 degrees 10 minutes West, 1570 feet from the NE Corner of said Section 23. C. Source: North Fork of Lone Pine Creek, tributary to North Fork Cache la Poudre River, tributary to Cache la Poudre River, tributary to South Platte River. D. Appropriation Date: July 26, 1973. The amount of water: 93.73 acre feet CONDITIONAL. E. Use: Municipal use (including commercial, industrial, domestic, irrigation incident thereto, and sewage treatment, including land disposal), irrigation, recreation, fish and wildlife propagation, and all other beneficial purposes, including the replacement by direct exchange of stream depletions caused by well pumping for the above purposes and uses. 4. Provide a detailed outline of what has been done toward completion or for completion of appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: Planning, investigations, litigation and negotiations for protecting the water rights necessary to the implementation of the water development plan for Applicant's service area have been continuing since the last diligence decree concerning the subject water right. In addition, the following steps have been accomplished which relate specifically to the subject water right. Applicant has retained States West Water Resources Corp. of Cheyenne, Wyoming as its 404 permitting consultants. States West has initiated contact with the Corps of Engineers regarding the 404 process, and has evaluated alternatives as part of that process. A meeting was held with the US Forest Service to discuss alternatives. 401 certification was received from CDPH. Specialists were retained to assist in resolving issues concerning cleanup from gravel mining on the reservoir site, work was completed and Corps approval of wetland restoration was received. Suitable revisions of contracts concerning the property were obtained. A hydrology report concerning North Lone Pine Creek was completed by John F. Scott, Ph.D., P.E. Over $155,000 have been expended on necessary activities concerning this conditional water right during this diligence period. Applicant has in all respects diligently worked toward placing these water rights to beneficial use. 5. If claim to make absolute: not applicable. 6. Name and address of owner of land upon which structure will be constructed: Applicant. 06CW276. LAKE CANAL RESERVOIR COMPANY, c/o Dale Trowbridge, Office Manager, P.O. Box 104, Lucerne, CO 80646-0104, 970-352-0222. (Jeffrey J. Kahn, Esq., Scott E. Holwick, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978.) APPLICATION FOR CHANGE OF WATER RIGHTS IN LARIMER AND WELD COUNTIES. 2. Decreed name of structures for which change is sought: North Gray Reservoir; South Gray Reservoir; Gray Reservoir No. 3 (a/k/a Gray Lake No. 3); and Lake Canal Reservoir No. 1 (collectively referred to hereafter as the “Reservoirs”). The decreed locations for the points of diversion for these structures are described in paragraph 3 below and are shown on the maps attached as EXHIBITS A and B. 3. Description of Previous Decrees: A. Civil Action No. 1951. 1) On December 9, 1904, in an original adjudication, the District Court in Larimer County decreed water, in the amounts and with the appropriation dates indicated in 3.A.4) below, to be stored in North Gray Reservoir (original appropriation and 1st enlargement), South Gray Reservoir (original appropriation and 1st enlargement) and Lake Canal Reservoir (original appropriation) for the subsequent beneficial use of irrigation. 2) Decreed points of diversion: i. North Gray Reservoir: From a draw in S27, T8N, R68W on the east side of the Box Elder Creek and also from an inlet ditch constructed from Box Elder Creek in Larimer County, Colorado. ii. South Gray Reservoir: From a draw in S27, T8N, R68W on the east side of the Box Elder Creek and also from an inlet ditch constructed from Box Elder Creek in Larimer County, Colorado and then from North Gray Reservoir. iii. Lake Canal Reservoir No. 1: From the Cooper and Ames Sloughs, Box Elder Creek and the Cache la Poudre River, the main feeder being the canal of the Lake Canal Company, in Weld County, Colorado. 3) Decreed source for all water rights: i. North Gray Reservoir: Box Elder Creek and unnamed draw. ii. South Gray Reservoir: Box Elder Creek and unnamed draw. iii. Lake Canal Reservoir No. 1: Cache la

58

Poudre River and Cooper and Ames Sloughs (1898 appropriation); Box Elder Creek (1901 appropriation). 4) Appropriation dates and amounts:

Reservoir Appropriation Date Amount (AF)

i. North Gray Reservoir 04/01/1882 11/01/1902

135 140

ii. South Gray Reservoir 04/01/1882 11/01/1902

275 236

iii. Lake Canal Reservoir No. 1

10/15/1898 12/01/1901

803 803

5) Historic use: The water rights described in 3.A. above have been historically used to irrigate lands within the Lake Canal Reservoir Company’s service area as shown on the map attached as EXHIBIT C. Summaries of the historical diversion records for North Gray Reservoir and South Gray Reservoir are attached as EXHIBITS D and E (although the reservoir is used, there are no historical diversion records for Lake Canal Reservoir No. 1). B. Civil Action No. 2031. 1) On April 22, 1922, the District Court in Larimer County decreed water, in the amounts and with the appropriation dates indicated in 3.B.4) below, to be stored in Gray Reservoir No. 3 (original appropriation), North Gray Reservoir (2nd enlargement) and South Gray Reservoir (2nd enlargement) for the subsequent beneficial use of irrigation. 2) Decreed points of diversion: i. Gray Reservoir No. 3: From Box Elder Creek and an unnamed draw in the E1/2 of S27, T8N, R68W, tributaries of the Cache La Poudre River, the headgate of the inlet ditch being located at a point from which the south quarter corner of S27, T8N, R68W, bears 0º 23’ west, 1515 feet, from thence the water is conducted into North Gray Reservoir, thence into South Gray Reservoir, and thence into Gray Reservoir No. 3 in Larimer County, Colorado. ii. North Gray Reservoir: From a draw in S27, T8N, R68W on the east side of the Box Elder Creek and also from an inlet ditch constructed from Box Elder Creek in Larimer County, Colorado. iii. South Gray Reservoir: From a draw in S27, T8N, R68W on the east side of the Box Elder Creek and also from an inlet ditch constructed from Box Elder Creek in Larimer County, Colorado and then from North Gray Reservoir. 3) Decreed source for all water rights: i. Gray Reservoir No. 3: Box Elder Creek and unnamed draw. ii. North Gray Reservoir: Box Elder Creek and unnamed draw. iii. South Gray Reservoir: Box Elder Creek and unnamed draw. 4) Appropriation dates and amounts:

Reservoir Appropriation Date Amount (AF)

i. Gray Reservoir No. 3 11/14/1904 111

ii. North Gray Reservoir 11/15/1904 57

iii. South Gray Reservoir 11/16/1904 222

5) Historic use: The water rights described in 3.B. above have been historically used to irrigate lands within the Lake Canal Company’s service area as shown on the map attached as EXHIBIT C. Summaries of the historical diversion records for North Gray Reservoir, South Gray Reservoir and Gray Reservoir No. 3 are attached as EXHIBITS D, E and F. 6) In Case No. 2002CW244, the District Court in Water Division No. 1, Weld County decreed alternate points of storage for the water right originally adjudicated to Gray Reservoir No. 3, but such alternate points have not yet been utilized. The water rights identified and described in 3.A. and 3.B. above are collectively referred to hereafter as the “Water Rights”. 4. Proposed Changes: A. Applicant seeks to add augmentation and replacement uses to the Water Rights’ previously decreed uses. Applicant has entered into leases with two entities to provide water to replace depletions from their respective sand and gravel mining operations. The depletions that the Water Rights will be

59

utilized to replace occur in a stretch of the Cache la Poudre River from an upsteam point at the point of diversion for the Box Elder Ditch in the NE1/4 of S20, T7N, R68W of the 6th P.M. in Larimer County, Colorado to a downstream point at the point of diversion for the Ogilvy Ditch in the SW1/4 of S4, T5N, R65W of the 6th P.M. in Larimer County, Colorado. B. Applicant will analyze the historical return flows resulting from the use of the Water Rights on a system-wide basis. The system-wide return flow analysis will be utilized to quantify return flows that Applicant must replicate in time, location and amount as a result of the change sought herein. The system-wide return flow analysis will also provide the basis for return flows that must be made in subsequent changes of the Water Rights to prevent injury to other water rights. 5. Owner of Structures: Applicant owns all of the structures identified and described in paragraph 3. above. 06CW277 City of Lakewood, 480 South Allison Parkway, Lakewood, CO 80226-3127 c/o Raymond L. Petros, Jr., Esq., Jennifer Soice Pelz, Esq., Petros & White, LLC, 730 17th St., Suite 820, Denver, CO 80202, (303) 825-1980. APPLICATION FOR CHANGE OF WATER RIGHT, IN JEFFERSON COUNTY. Background: The City of Lakewood (“Lakewood”) owns a total of 57.833 inch-shares of stock in the Hodgson Ditch Operating Association. In Case No. 90CW185, District Court, Water Division No. 1, Lakewood changed 32.5 of its shares in the Hodgson Ditch Operating Association to a new point of diversion upstream on Bear Creek at the Pioneer Union Ditch and a new place of use at the Fox Hollow at Lakewood Golf Course. These shares are currently used to irrigate the Fox Hollow at Lakewood Golf Course. Lakewood subsequently purchased 25.333 shares in the Hodgson Ditch. The water rights represented by these 25.333 shares are the subject of this application and are referred to herein as the “Subject Water Rights.” The purpose of this application is to provide Lakewood with additional water to irrigate the Fox Hollow at Lakewood Golf Course. To accomplish this objective, and to the extent such uses are deemed to be a change of the Subject Water Rights, Lakewood requests (1) a change in place of use of the Subject Water Rights to be used to irrigate the Fox Hollow at Lakewood Golf Course, and (2) a change of the point of diversion of the Subject Water Rights to the Pioneer Union Ditch. Decreed name of structure for which change is sought: Hodgson Ditch. The Hodgson Ditch Operating Association, a mutual ditch company, distributes water diverted into the Hodgson Ditch from Bear Creek to its stockholders. There are a total of 400 inch-shares of stock in the Hodgson Ditch Operating Association issued and outstanding. From previous decrees: a. Original Decree: February 4, 1884. Case No. 6832, District Court in and for Arapahoe County, Water District No. 9. b. Point of Diversion: The point of diversion for the Hodgson Ditch is decreed on the south side of Bear Creek in the NW1/4 of Section 34, T.4S., R.69W. of the 6th P.M., in Jefferson County, Colorado. The existing headgate of the Hodgson Ditch is located more particularly in the NW1/4 of the SE1/4 of the NW1/4 of Section 34, T.4S., R.69W. of the 6th P.M. c. Source: Bear Creek. d. Amount and Priority of Diversion: The total amount of water decreed to the Hodgson Ditch is 10.32 c.f.s. The Hodgson Ditch was adjudicated with the following priorities:

Priority No. Amount (cfs)

Adjudication Date

Appropriation Date

3 8.25 02/04/1884 06/01/1861 9 2.07 02/04/1884 05/31/1862

e. Use: Irrigation. Historic use of the Subject Water Rights: For the Subject Water Rights, Lakewood owns 25.333 shares of the Hodgson Ditch Operating Association, a 6.33% pro rata ownership. These shares are represented by the following certificates: 18.3333 shares, certificate no. 196 issued on April 11, 2006, and 7 shares, certificate no. 197 issued on December 7, 2006. The proportionate decreed rates of flow for the Hodgson Ditch associated with the Subject Water Rights owned by Lakewood and Lakewood’s total ownership are as follows:

60

Priority No. Amount (cfs)

Lakewood’s Ownership Attributable to the Subject

Water Rights of 25.333 Shares (cfs)

Lakewood’s Total Current Ownership of

57.833 Shares (cfs)

3 8.25 0.5225 1.1928 9 2.07 0.1311 0.2993

The Hodgson Ditch has historically been used for irrigation of lands generally located in portions of Sections 34 and 35, T.4S., R.69W. of the 6th P.M., Jefferson County, Colorado. The lands historically irrigated by the Hodgson Ditch are shown on the map attached to this application as Exhibit A. A summary of diversion records for the Hodgson Ditch are summarized in Exhibit B. Changes sought: a. Change of point of diversion: Lakewood proposes a new point of diversion for the Subject Water Rights at the headgate for the Pioneer Union Ditch, approximately 1.5 miles upstream of the existing Hodgson Ditch headgate. The Pioneer Union Ditch is decreed on the north side of Bear Creek in Section 32 of T.4S., R.69W. of the 6th P.M., in Jefferson County, Colorado. The existing headgate of the Pioneer Union Ditch is located more particularly in the SW1/4 NE1/4 SE1/4 of Section 32, T.4S., R.69W. of the 6th P.M. in Jefferson County, Colorado. b. Change in place of use: Lakewood proposes a new place of use of the Subject Water Rights at the Fox Hollow at Lakewood Golf Course, which is located in Section 32 and 33, T.4S., R.69W. of the 6th P.M., in Jefferson County, Colorado. The Fox Hollow at Lakewood Golf Course consists of approximately 168 acres, as shown in Exhibit C. c. Other terms of change: Lakewood proposes to take its entitlement of water pursuant to the Subject Water Rights by direct use (including temporary detention storage to facilitate such use) in the Fox Hollow at Lakewood Golf Course Ponds, which are described as follows: Fox Hollow at Lakewood Golf Course Ponds. Six golf course ponds located at the Fox Hollow at Lakewood Golf Course, in the NW1/4, NE1/4 and SE1/4 of Section 32, and the NW1/4 and SW1/4 of Section 33, T.4S., R.69W. of the 6th P.M. in Jefferson County, Colorado. Terms and conditions: To prevent injury to vested water rights, Lakewood will include terms and conditions in its decree that are comparable to the terms and conditions set forth in the decree in Case No. 90CW185, Water Division No. 1. Name and addresses of owners of land on which structures are located: a. Hodgson Ditch: The Hodgson Ditch is owned by the Hodgson Ditch Operating Association, c/o Jerry R. Foster, 1600 W. 12th Ave., Denver, Colorado 80204. b. Pioneer Union Ditch: The Pioneer Union Ditch is owned by the Applicant. The headgate of the Pioneer Union Ditch and the Fox Hollow at Lakewood Golf Course Ponds are located on property owned by the U.S. Army Corps of Engineers, Omaha District, 215 N. 17th Street, Omaha, NE 68102-4978. Lakewood has a long-term lease with the U.S. Army Corps of Engineers for Bear Creek Lake Park on which the foregoing structures are located. All exhibits are available for inspection at the Office of the Water Clerk. 06CW278 GENESEE WATER AND SANITATION DISTRICT 17301 West Colfax Avenue, Suite 220, Golden, Colorado 80401 (James R. Mongtomery, Richard J. Mehren, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, CO 80306, (303) 443-8782) APPLICATION FOR WATER STORAGE RIGHT IN JEFFERSON COUNTY 2. Name of Reservoir: Genesee Augmentation Reservoir No. 2. 3. Legal Description: Genesee Augmentation Reservoir No. 2 is located in the SE1/4 of Section 25, Township 4 south, Range 71 West of the 6th P.M. The dam impounds the stream channel in the SE1/4 SE1/4 of Section 25, Township 4 South, Range 71 West of the 6th P.M. approximately 639 feet north of the South section line and 230 feet west of the East section line of said Section 25. 4. Source: Unnamed gulch, tributary to Cold Springs Gulch, tributary to Bear Creek, tributary to the South Platte River. 5. Date of appropriation: April 26, 2005. a. How appropriation was initiated: By motion of the Board of Directors of the District confirming its intent to construct the Genesee Augmentation Reservoir No. 2 and thereby make the appropriation. b. Date water applied to

61

beneficial use: Not applicable. 6. Amount claimed: 107.46 acre-feet, CONDITIONAL with a right to fill and refill on a continuous basis when in priority. 7. Use: The water stored in Genesee Augmentation Reservoir No. 2 will be used for all municipal, domestic, industrial, commercial, irrigation, recreation and other beneficial uses, including use for augmentation purposes and/or by exchange. 8. Surface area of high water line: a. Maximum height of dam in feet: 116 feet. b. Length of dam in feet: 360 feet. 9. Total capacity of reservoir in acre-feet: Active capacity: 104.39 acre-feet. Dead storage: 3.07 acre-feet. 10. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. The District is the owner of the land on which Genesee Augmentation Reservoir No. 2 will be located and upon which water will be stored. Water will be placed to beneficial use within the District’s service area and other locations in the South Platte River basin. It is not practical to identify the names and addresses of the owners of all such property. 11. Other information: The purpose of this application is solely to confirm the appropriation of a right to store water entering the reservoir from the drainage described in paragraph 4, above. The Genesee Augmentation Reservoir No. 2 will also be filled by diversions from Bear Creek through the Genesee Mountain Pipeline, which was adjudicated in Case No. W-157 and under other water rights owned by the District that are already decreed for storage or for fully consumptive use and reuse. 06CW279. APPLICATION FOR EXCHANGE AND CHANGE OF WATER RIGHTS FOR SUBLETTE WATER COMPANY, IN WELD AND MORGAN COUNTIES. Name, address, and telephone number of Applicant: Sublette Inc., c/o Rick Sandquist, P.O. Box 21, Orchard, CO 80649, Business Phone: 970-645-2471; c/o Michael D. Shimmin, Esq., Vranesh and Raisch, LLP, P.O. Box 871, Boulder, CO 80306, 303-443-6151. This application contains two claims. The first claim is for a conditional appropriative right of exchange to recapture any surplus recharge credits that reach the South Platte River through the operation of an augmentation plan previously decreed to Sublette and Riverside in Case No. 89CW027, decreed on April 1, 1996. (“Sublette Augmentation Plan”) The second claim is for a change of water rights, to add additional augmentation sources to the Sublette Augmentation Plan. This application does not seek approval of an augmentation plan and also does not seek to reopen the Sublette Augmentation Plan. APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHT OF EXCHANGE. Name of structure: Sublette Augmentation Credit Exchange. Legal Description of Exchange Locations: In the Sublette Augmentation Plan, recharge water rights were decreed to the Riverside Canal, Riverside Reservoir, and 21 recharge ponds, all as described in the Decree entered in Case No. 89CW27, a copy of which is attached as Exhibit A and incorporated in this application. Sublette and Riverside have operated these recharge water rights, when in priority, to generate augmentation credits for the Sublette Augmentation Plan and Riverside Plan. By operating experience, Applicants have learned that, at times, more credits reach the river than are required to fully replace the well depletions under the Sublette Augmentation Plan and the Riverside Plan. One purpose of this appropriative right of exchange is to allow Applicant to exchange and redivert those surplus credits for subsequent use in the Sublette Augmentation Plan. These surplus credits reach the South Platte River at various locations, located between the West line of Section 15, T4N, R61W, and the Weldon Valley Ditch Headgate, located in the NE1/4 SW1/4 Section 13, T4N, R61W, 6th P.M. Therefore, the downstream terminus of this exchange is at the Weldon Valley Ditch Headgate, located in the NE 1/4 SW1/4 Section 13, T4N, R61W, 6th P.M., which is the downstream location where the surplus credits reach the river. Within this stream segment, surplus credits will be exchanged back to two different upstream locations. One is the Rothe Pumping Station, located in the NW 1/4 NW1/4, Section 23, T4N, R61W, 6th P.M. The other is the headgate of the Riverside Canal, located on the north bank of the South Platte River near Kuner, Colorado, in the SW1/4 SW1/4

62

Section 20, T5N, R63W, 6th P.M., Weld County, Colorado. Therefore, the total stream reach included in this appropriative right of exchange is the South Platte River from the Riverside Canal headgate, downstream to the Weldon Valley Ditch Headgate, located in the NE1/4 SW1/4 Section 13, T4N, R61W, 6th P.M. Another purpose is to exchange any other augmentation credits that Applicant owns by virtue of its ownership of Riverside private rights or that Applicant has leased or purchased that may turn out to be in excess of the direct replacement requirements of the Sublette Augmentation Plan. Source: South Platte River, and surplus augmentation credits reaching the South Platte River in excess of the direct replacement requirements of the Sublette Augmentation Plan and Riverside Plan. Date of Appropriation: December 29, 2006. This conditional water right was initiated by corporate resolution forming and expressing intent to appropriate, posting signs at structure locations, and publishing notice in the Greeley Tribune and Fort Morgan Times. Amount Claimed: 6.0 c.f.s., CONDITIONAL. Proposed Use: The end uses of the water generated by this exchange will be all of the same uses described in the Sublette Augmentation Plan Decree in Case No. 89CW27. Names and Addresses of Owners or Reputed Owners of the Land Upon Which Any New Diversion or Storage Structure, or Modification to Any Existing Diversion or Storage Structure is or Will be Constructed or Upon Which Water is or Will be Stored, Including Any Modification to the Existing Storage Pool: A. The Rothe Pumping Station is owned by the Rothe family, which is one of the owners of land irrigated by the Sublette Plan. B. All other land upon which the water exchanged will be diverted or stored is owned by either Sublette, shareholders in Sublette, or Riverside. Riverside’s address is: Riverside Irrigation District and Riverside Reservoir and Land Company, 215 E. Kiowa Street, Fort Morgan, CO 80701, Telephone: (970) 867-6586. APPLICATION FOR CHANGE OF WATER RIGHT. Decreed Name of Structures for Which Change is Sought: A. 7 Riverside Private Rights owned by Sublette, Inc.; B. East Rumsey Spring, and East Quail Creek Spring; C. Augmentation credits yielded by Riverside Private Rights. Information From Previous Decrees: A. Riverside Private Rights. i. Dates of Decrees, Case No. and Court: January 15, 1914, June 8, 1965, Case Nos. CA2142 and 16704, Court: Weld County District Court; ii. Decreed point of diversion: The Riverside headgate is located in the SW1/4 SW1/4 Section 20, T5N, R63W, 6th P.M., Weld County, Colorado. iii. Source: South Platte River; iv. Appropriation Dates and Amounts: April 1, 1902 – 16,070 acre feet. August 1, 1907 – 41,437 acre feet; October 25, 1910 – 5795 acre feet; October 25, 1910 – 1706 acre feet; December 31, 1929 – 56,325 acre feet. v. Historical Use: The 7 private rights of the Riverside Reservoir & Land Company have been and are used for irrigation on lands owned by Sublette in Sections 2 and 10, T4N, R61W, 6th P.M. Storage records for Riverside are attached as Exhibit B and a map showing the approximate location of historical use is attached as Exhibit C. B. Rumsey and Quail Creek Springs. i.Dates of Decrees, Case Nos. and Court: The East Rumsey and East Quail Creek Springs were originally decreed as conditional water rights in Case No. 92CW43, Water Court for Water Division 1, on March 17, 1993. In a subsequent diligence decree entered in Case No. 99CW026 (C/R 92CW043), certain uses for both springs were made absolute, and other uses continued as conditional. That decree was entered by the Water Court for Water Division 1 on January 28, 2000. In the most recent diligence decree, the conditional uses were again continued after a finding of reasonable diligence in Case No. 06CW011, entered on August 18, 2006. ii. Decreed points of diversion for both springs: East Rumsey Spring is located in the SE1/4 SE1/4 Section 23, T4N, R61W, 6th P.M., Weld County, approximately 1,160' north and 40' west of the SE corner, Section 23; East Quail Creek Spring is located in the NE1/4 SW1/4 Section 23, T4N, R61W, 6th P.M., Weld County, approximately 1,500' north and 30' west of the South quarter corner, Section 23. iii. Source for both springs: natural springs tributary to the South Platte River. iv. Appropriation date and amounts: March 28, 1992, for both springs. East Rumsey Spring is decreed for 1.42 cfs and East Quail Creek Spring is decreed for 0.66 cfs. v. Historical use: Water has been diverted from both springs to irrigate pasture and enhance wildlife habitat on lands owned by Sublette in the NE1/4 Section 23, T4N, R61W, 6th P.M. A map showing the

63

approximate location of the springs and the irrigated lands is attached as Exhibit D. C. Augmentation Credits Yielded by Riverside Private Rights. i. Riverside Irrigation District and Riverside Reservoir and Land Company operate, or participate in the operation of several recharge projects. Under participation agreements with various landowners and other project operators, Riverside receives a share of the augmentation credits generated by these projects. By virtue of its ownership of the 7 Riverside Private Rights, Applicant receives an allocated share of the augmentation credits received by the Riverside Reservoir and Land Company. Pursuant to this application, Applicant requests the right to use its share of the augmentation credits yielded by its Riverside Private Rights now owned, and any additional Riverside Private Rights that may be acquired in the future. ii. Dates of Decrees, Case Nos. and Court: Riverside Augmentation Credits result from the operation of the following decrees entered by the Water Court for Water Division 1: Case No. W-2919 (Area III) entered on April 1, 1986; Case No. 86CW387, entered on December 13, 1988; Case No. 88CW221, entered on October 30, 1990; Case No. 88CW239, entered on February 14, 1991; Case No. 88CW264(A), entered on April 30, 1996; Case No. 89CW027, entered on April 30, 1996; Case No. 90CW189, entered on November 23, 1992; and pursuant to the application filed in Case No. 02CW086, not yet decreed. iii. Decreed points of diversion: Detailed descriptions of the numerous points of diversion in all of these recharge plans are contained in each of the decrees stated above. A summary of those points of diversions is contained in Exhibit E, attached to this application. iv. Sources: The sources for all of these recharge water rights are listed in the various decrees described above. Simply stated, the source is the South Platte River or water tributary to the South Platte River. v. Appropriation dates and amounts: There are numerous appropriation dates and amounts that are reflected in the decrees listed above. iv. Historical use: The use of these water rights has been for augmentation, replacement, and exchange. Applicant is not seeking to change the type of use for these augmentation credits. A summary of the credits allocated to Applicant in 2006 is attached as Exhibit F. 12. Description of Proposed Change: A. Additional, alternate points of diversion: Applicant requests approval for an additional, alternate point of diversion/delivery for both the Riverside Private Rights and the East Rumsey and East Quail Creek Spring rights to be diverted at the Rothe pumping station, located as described in paragraph 4 above. Applicant is not requesting a bypass of the Riverside rights at the Riverside Canal headgate. Instead, Applicant would seek the right to release the water yielded by the Riverside Private Rights, as well as the spring rights, and then to redivert that water at the Rothe pumping station for use as described below. This requested alternate point of diversion is in addition to the original decreed points of diversion. B. Change of Use: Applicant requests an additional, alternate place and type of use for the Riverside Private Rights, the Spring Rights, and the augmentation credits yielded by the Riverside Private Rights. The additional use would be to add these rights as an additional augmentation source to the Sublette Augmentation Plan. The authorized uses would include all of the uses described in the Sublette Augmentation Plan, decreed in Case No. 89CW027. These additional uses would be alternate uses, as Applicant would use these rights in the Sublette Augmentation Plan only in years when it otherwise runs short of replacement water in the plan. When not needed for augmentation, the rights described in this case would continue to be used for their originally decreed purposes. 13. Names and Addresses of Owners or Reputed Owners of the Land Upon Which Any New Diversion or Storage Structure, or Modification to Any Existing Diversion or Storage Structure is or Will be Construed or Upon Which Water is or Will be Stored, Including Any Modification to the Existing Storage Pool: A. The Rothe Pumping Station is owned by the Rothe family, which is one of the owners of land irrigated by the Sublette Plan. B. All other land upon which the water exchanged will be diverted or stored is owned by either Sublette, shareholders in Sublette, or Riverside. Riverside’s address is shown in paragraph 9.B., above.

64

06CW280. IN CLEAR CREEK COUNTY. APPLICATION FOR AMENDMENT TO DECREE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF BEAVER BROOK RESIDENCES, LTD., DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO. 901 9th Avenue, Greeley, CO 80631. 1. Name, Address and Telephone Number of Applicant: Beaver Brook Residences, Ltd., c/o David L. Williams, P.O. Box 4269, 33730 Haystack Lane, Evergreen, Colorado 80439. Direct all pleadings to: Glenn E. Porzak, Thomas W. Korver, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, CO 80302, (303) 443-6800. 2. Description of Water Rights: (a) Names of Structures: Beaver Brook Residences Well Nos. 2, 3, 4, and 5; and Beaver Brook Residences Pond. (b) Decree: Decree entered by the District Court in and for Water Division No. 1, State of Colorado, on May 19, 2000, in Case No. 97CW380. (c) Decreed Location: Beaver Brook Residences Well Nos. 2, 3, 4, and 5, and the Beaver Brook Residences Pond, are all located in the NE1/4 of NE1/4 of Section 11, T. 4 S., R. 72 W. of the 6th P.M., Clear Creek County, Colorado, as more specifically described in the Case No. 97CW380 decree. (d) Source: The source of Beaver Brook Residences Well Nos. 2, 3, 4 and 5 is ground water tributary to an unnamed tributary of Beaver Brook, a tributary of Clear Creek. The source of Beaver Brook Residences Pond is an unnamed tributary of Beaver Brook, which is a tributary of Clear Creek. (e) Appropriation Date: December 1, 1997 for all structures. (f) Amounts: Beaver Brook Residences Well Nos. 2, 3, 4 and 5 are all decreed for 60 gpm, conditional. Beaver Brook Residences Pond is decreed for 5.0 acre feet, conditional. (g) Use: Beaver Brook Residences Well Nos. 2, 3, 4 and 5: Domestic, commercial, and irrigation purposes. Beaver Brook Residences Pond: Domestic, commercial, irrigation, and augmentation purposes. (h) The Applicant is the owner of the land on which the structures are located. 3. Plan for Augmentation and Exchange: Out of priority diversions of the water rights described in paragraph 2 above are augmented by the plan for augmentation and exchange decreed in Case No. 97CW380. Except as described in paragraph 4 below, no other amendments are sought to this plan for augmentation and exchange. The sources of augmentation water and water rights to be stored and/or used by exchange included in the 97CW380 decree are as follows: (a) Applicant has the contract right to the annual delivery of 8 acre feet from the following described water rights (collectively, the "Vidler Water"): (i) The Vidler Tunnel Unit of the Vidler Tunnel Collection System, conditionally decreed by the District Court in and for the County of Summit, in Civil Action No. 2371, for 39.8 cfs; 25.2 cfs of which was made absolute by decrees in the District Court in and for Water Division No. 5, in Case Nos. W-3865, 83CW78, 87CW246 and 95CW006. (ii) The Arduser Ditch, Priority No. 249, Ditch No. 230, for 3 cfs, as changed by Judgment and Decree of the District Court in and for the County of Summit, in Civil Action No. 2350, pursuant to which the Arduser Ditch may be diverted at the Vidler Tunnel Unit. (b) The Vidler Water as stored by exchange in the Soda Creek Pond located in the NE1/4 NE1/4 of Section 18, T. 4 S., R. 71 W., 6th P.M., Jefferson County. (c) Water lawfully stored in the Beaver Brook Residences Pond more particularly described in paragraph 2(c) above. 4. Request for Amendment to Decree: Paragraph 8(n) of the 97CW380 decree includes a term and condition that wastewater from the Beaver Brook Residences property is to be treated “using the extended aeration activated sludge process, secondary sedimentation, scum removal, ultra violet (UV) or ozone disinfection and granular media filtration.” Applicant seeks to replace the language in paragraph 8(n) of the Case No. 97CW380 decree with the following: "Wastewater shall be treated using the extended aeration activated sludge process, scum removal, ultra violet (UV) or ozone disinfection, and a membrane treatment system." The purpose of this request is to conform the description of wastewater treatment processes stated in the 97CW380 decree with the processes used by an existing facility which is proposed to be used for treatment of the wastewater from the Beaver Brook Residences. Specifically, the existing facility utilizes a membrane treatment system rather than the secondary sedimentation and granular media filtration listed in the decree. Paragraph 8(n) of the 97CW380 decree also includes numeric limitations to be met for the wastewater discharge from the Beaver Brook Residences. No amendment to those

65

limitations is sought herein. Paragraph 7(b)(ii) of the 97CW380 decree refers to wastewater being returned to an “onsite treatment plant.” This application also requests an amendment to the decree by removing the term “onsite” from paragraph 7(b)(ii), as the facility proposed to treat the wastewater is not located on the Beaver Brook Residences property. Rather, the wastewater facility is located in the NW1/4 of Section 12, T. 4 S., R. 72 W. of the 6th P.M., approximately 400 feet from the eastern boundary of the Beaver Brook Residences property. All other provisions of the 97CW380 Decree, and all stipulations entered in that case, will remain in full force and effect. WHEREFORE, Applicant requests that this Court enter a decree amending paragraphs 7(b)(ii) and 8(n) of the decree in Case No. 97CW380 as described herein, and such other and further relief as this Court deems just and proper. 06CW281: John E. Gunzner, 5783 South Prescott Street, Littleton, CO 80120, through his attorneys: Star L. Waring, Dietze and Davis, P.C., 2060 Broadway, Suite 400, Boulder, CO 80302, 303 447-1375. APPLICATION FOR CHANGE OF WATER RIGHTS OF JOHN E. GUNZNER IN WELD COUNTY COLORADO, (2.) Decreed name of structures for which change is sought: Gunzner Well No. 15457, Gunzner Well No. 15458, Gunzner Well No. 15460. (3.) Type: wells. (4.) Previous Decree: (A.) Date Entered: February 7, 1973. Case No: W-2490. Court: Water Court, Division No. 1. (B.). Decreed Point of Diversion: 1. Gunzner Well No. 15457: in the SE1/4 SW1/4 of Section 13, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado, at a point 40’ E and 30’ N of the SW corner of the SE1/4 SW1/4, of said Section 13. 2. Gunzner Well No. 15458: in the NE1/4 SW1/4 of Section 13, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado, at a point 60’ N and 300’ E of the SW corner of the NE1/4 SW1/4 of said Section 13. 3. Gunzner Well No. 15460: in the NE1/4 SW1/4 of Section 13, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado, at a point 300 ‘ W and 400’ S of the center of said Section 13. (C.) Source: Groundwater. (D.) Appropriation Date: Gunzner Well No. 15457 – May 30, 1932. Gunzner Well No. 15458 – April 30, 1956. Gunzner Well No. 15460 – May 30, 1952. (E.) Amount: Gunzner Well No. 15457 – 1.78 cubic feet per second. Gunzner Well No. 15458 – 1.33 cubic feet per second. Gunzner Well No. 15460 – 900 gallons per minute. (F.) Historic use: (include a description of all water rights to be changed, a map showing the approximate location of historic use of the rights and records or summaries of records of actual diversions of each right the applicant intends to rely on to the extent such records exist.) See map showing approximate location of historic use attached hereto as Exhibit A and incorporated herein and summary of diversion records attached hereto as Exhibit B and incorporated herein. Gunzner Well No. 15457 – Irrigation of approximately 40 acres in the SE1/4 SW1/4 of Section 13, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. Gunzner Well No. 15458 – Irrigation of approximately 50 acres in the NE1/4 SW1/4 of Section 13, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. Gunzner Well No. 15460 – Irrigation of approximately 50 acres in the NE1/4 SW1/4 of Section 13, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. (5.) Proposed change: (a) describe change requested: alternate point of diversion/replacement/change: (a) Change requested: The legal descriptions for Gunzner Well No. 15457, Gunzner Well No. 15458 and Gunzner Well No. 15460 were incorrectly described in the Decree issued by the Water Court, Water Division No. 1 in Case No. W-2490 on February 7, 1973. The purpose of this Change of Water Rights Application is to correct the decreed legal descriptions for the wells. (b) Wells Permits: (i.) Permit No. 15457 – SE1/4 SW1/4, Section 13, T 3 N, R 67 W, 6th PM., Irrigation, 800 GPM. (ii.) Permit No. 15458R – NE1/4 SW1/4, Section 13, T 3 N, R 67 W, 6th PM, Irrigation, 750 GPM. (iii.) Permit No. 15460 – NE1/4 SW1/4, Section 13, T 3 N, R 67 W, 6th PM, Irrigation, 600 GPM. (c) Change in point of diversion – legal description, including distances from section lines, and indicate quarter-quarter, section number, township, range and meridian; include map. See map attached hereto as Exhibit C and incorporated herein. (i.) Gunzner Well No. 15457, Weld County, SE 1/4 SW1/4, Section 13, T 3 N, R 67 W, 6th PM, 447

66

feet north of the South Section Line and 1461 feet east of the West Section Line of said Section 13. (ii.) Gunzner Well No. 15458, Weld County, SE1/4 SW1/4, Section 13, T 3 N, R 67 W, 6th PM 465 feet north of the South Section Line and 1620 feet east of the West Section Line of said Section 13. (iii.) Gunzner Well No. 15460, Weld County, SE1/4 SW1/4, Section 13, T 3 N, R 67 W, 6th PM 465 feet north of the South Section Line and 2447 feet east of the West Section Line of said Section 13. (6.) Name and address of owner of the land upon which the wells are located: Applicant. 06CW282: Snowdrift Limited Partnership, an Arizona Limited Partnership, 740 N. 52nd Street, Phoenix, AZ 85008 through its attorneys: Karl F. Kumli, III, Dietze and Davis, P.C., 2060 Broadway, Suite 400, Boulder, CO 80302, Telephone (303) 447-1375. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE A CONDITIONAL WATER RIGHT, IN BOULDER COUNTY. (2.) Names of Structures: A. Stapp Ditch (f/k/a Kailash Kund Ditch); B. Stapp Reservoir (f/k/a Manas Sarovar Reservoir). (3) Description of Conditional Water Right from Referee’s Ruling and Decree: A. Case information: Date of original decree: December 28, 2000; Case No.: 97 CW 378; Court: Water Court, Water Division 1; B. Legal Descriptions: i. Stapp Reservoir: Stapp Lake is located in the SE1/4 Section 22, Township 2 North, Range 73 West, 6th P.M., Boulder County, Colorado; the outlet is at a point N 79� 17' 50" W 1338.7 feet from the SE corner Section 22. ii. Stapp Ditch (which is the point of diversion used to fill Reservoir): Stapp Ditch is located on the North Fork of Beaver Creek. The headgate of the ditch is located in the S1/2 of the SE1/4 Section 21, Township 2 North, Range 73 West, 6th P.M. at a point described as follows: A point 680 feet north of the south line of said Section 21, and 6,620 feet west of the west line of Section 26, Township 2 North, Range 73 West, 6th P.M. C. Source: North Fork of Beaver Creek, a tributary of South St. Vrain Creek. D. Appropriation: Date: December 30, 1997. Amount: 40 Acre-feet (decreed conditional), with the right to fill and refill when water is legally available. The rate of filling for this off-channel reservoir is 1.6 cfs. E. Use: The use of the water is domestic use (including three cabins, a main house, a caretaker’s house, and one lodge in SE1/4 Section 22 and SW1/4 Section 23). (4.) Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of the water to a beneficial use as conditionally decreed, including expenditures: A pump system has been installed to accomplish delivery of water to the cabins, main house caretaker’s house, lodge and adjacent areas. Water supply lines were trenched. A new electrical system was installed to allow the pumps to provide water to the places of use. The total amount of money expended on materials, equipment and labor is an amount of not less than $77,000.00, which will be established with particularity. (5) Claim to Make Absolute. Date water was applied to beneficial use: August 31, 2006 in the amount of 19.8 AF per year for all domestic uses at the cabins, main house caretaker’s house, lodge and adjacent areas. The places of use are all on the Stapp Lakes Ranch property in Sections 22, 23, 26 and 27 of Township 2 North, Range 73 West, 6th P.M. As to all other amounts of water the applicant seeks a finding that it has been reasonably diligent in the prosecution of the water rights and that seeks a determination that any portion of the conditional water right which is not made absolute be continued as conditional. (6) Names and addresses of owners 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 will be stored, including any modification to the existing storage pool: All diversion, storage and use of water will be on real property owned by the Applicant. 06CW283 PARKER WATER AND SANITATION DISTRICT, IN DOUGLAS COUNTY, COLORADO; c/o Frank P. Jaeger, Manager, 19801 E. Mainstreet; Parker, CO 80138; 303-841-4627; (Robert F. T. Krassa, KRASSA & MILLER, LLC; 2344 Spruce Street, Suite A; Boulder, CO 80302; 303-442-2156; APPLICATION FOR APPROVAL OF PLAN FOR

67

AUGMENTATION AND AMENDMENT OF EXISTING PLAN FOR AUGMENTATION IN DOUGLAS COUNTY. 2. Descriptions of Water Rights to be Augmented: All ground water in the not nontributary areas of the Lower Dawson and Denver aquifers adjudicated pursuant to the following decrees and pending application. All decrees and applications mentioned herein may be inspected at the office of the Clerk of the Water Court, and all recorded documents mentioned herein may be inspected at the office of the Douglas County Clerk and Recorder. (a) Decree entered by this Court on December 30, 2005 in Parker’s Case 99CW006, and recorded January 10, 2006 at reception number 2006002804, records of Douglas County. b) Decree entered by this Court on June 14, 1989 in Case 84CW386(B) upon the application of Mississippi Partnership and Michael K. Cooper. (c) Decree entered by this Court on February 24, 2000, in Case 95CW115 upon the application of Rosie R. Hess, et al., and recorded March 8, 2000 at reception number 00015353, Book 1817, page 1494, records of Douglas County, except areas added to Parker’s well fields by the decree in Case 95CW089 dated March 31, 1997 which are augmented pursuant to the decree in Case 83CW348(B) dated June 5, 1997. (d) Decree entered by this Court on November 8, 1999, in Case 98CW388 upon the application of James M. Parker, et al. (e) Pending application in case 06CW179 as filed July 31, 2005 for adjudication of groundwater in the Denver Basin aquifers. 3. Location of Not Nontributary Groundwater Whose Withdrawals Are to be Augmented. The not nontributary groundwater in the Lower Dawson aquifer which is the subject of this case is located within Sections 4, 9, 10, 20 and 30 T. 6 S., R. 66 W., Sections 25 and 36, T. 6 S., R. 67 W. and Sections 2, 3, 10, 11, 14 and 15, T. 7 S., R. 67 W. The not nontributary groundwater in the Denver aquifer which is the subject of this case is located within Sections 4, 9, 10, 15, 16, 20, 21, 29, 30 and 31, T. 6 S., R. 66 W, Sections 25 and 36, T. 6 S., R. 67 W. and Sections 1, 2, 3, 10, 11, 12, 13, 14, 15 and 24, T. 7 S., R. 67 W. All locations are in Douglas County. These areas are shown on the maps attached to this application as Exhibits A and B, which may be examined at the office of the Clerk of this Court. 4. Previous decree(s) for water right(s) to be used for augmentation: a. Any groundwater adjudicated in the decrees or pending application described in foregoing paragraph 2, including groundwater in said aquifers adjudicated in decrees which were superseded by said decrees identified in paragraph 2 hereof, but limited to groundwater underlying the not nontributary areas of the Lower Dawson and Denver aquifers to be augmented in this case. b. Any reusable water originating from groundwater produced pursuant to the decrees or pending application described in foregoing paragraph 2, including groundwater adjudicated in decrees which were superseded by said decrees identified in paragraph 2 hereof, but limited to groundwater underlying the not nontributary areas of the Lower Dawson and Denver aquifers to be augmented in this case. c. Water to which Parker is entitled under its interests in the Boss, Gillman, Herzog and J. F. Gardner ditches as changed to municipal use by the decree entered August 13, 1997 in Case 95CW039 of this Court, which decree was recorded August 25, 1997 at reception number 9746332, Book 1458, page 594, records of Douglas County. Parker’s ownership interest in those rights is: Boss Ditch (0.50 cfs of a total of 4.72 cfs), Gillman Ditch (1.06 cfs of a total of 9.90 cfs), Herzog Ditch (2.44 cfs of a total of 6.5 cfs)and J. F. Gardner Ditch (4.92 cfs of a total of 5.92 cfs). The Boss Ditch, Gillman Ditch and J. F. Gardner Ditch water rights were originally adjudicated December 10, 1883 by the District Court in and for Douglas County, Colorado with appropriation dates: Boss Ditch July 30, 1869, Gillman Ditch February 28, 1880 and J. F. Gardner Ditch December 18, 1877. The Herzog Ditch was originally adjudicated March 3, 1890 by the District Court in and for Douglas County, Colorado with appropriation date September 10, 1883. d. Water in the Laramie-Fox Hills aquifer as described in decree entered by this Court on December 4, 1987, in consolidated Cases 81CW417 and 84CW386(A) upon the application of Mississippi Partnership and Michael K. Cooper respectively and recorded September 7, 2005 at reception number 2005085035, records of Douglas County, but limited to groundwater underlying the not nontributary areas of the Lower Dawson and Denver aquifers to be augmented in this case. e. Parker reserves the right to replace all depletions with any judicially acceptable

68

source of augmentation water. 5.Historic use: The historic use of Parker’s ground water in the Denver Basin aquifers as adjudicated in the decrees, or to be adjudicated in the pending adjudication, identified in paragraph 2 hereof, is not relevant. The historic use of Parker’s interests in the Boss, Gillman, Herzog and J. F. Gardner Ditches was determined in said decree in Case 95CW039, or in predecessor decrees mentioned therein, and is res judicata. The transferable annual consumptive use of each of the subject water rights are: Boss Ditch 8.9 acre feet; Gillman Ditch 5.1 acre feet; Herzog Ditch 57.4 acre feet and J. F. Gardner Ditch 60.9 acre feet. 6.Statement of plan for augmentation, covering all applicable matters under §37-92-103(9), 302(1)(2) and 305(8), C.R.S. a. So long as water is withdrawn from the said Lower Dawson aquifer, Parker will replace actual stream depletions caused by its production of water from the Lower Dawson aquifer, to the extent necessary to prevent any injurious effect, based upon actual aquifer conditions in existence at the time of this application or at the time of any decree to be entered herein. b. All of the water in the Denver aquifer described in paragraph 2 hereof is more than one mile from any point of contact between any natural stream including its alluvium on which there are any water rights which could be injured by production of water from such Denver aquifer. So long as water is withdrawn from the said Denver aquifer, Parker shall replace to the stream system of Cherry Creek a total amount of water equal to four (4) per cent of the water withdrawn from the said Denver aquifer on an annual basis. c. After withdrawal of water from the said Lower Dawson and Denver aquifers ceases, Parker shall replace to the affected streams sufficient water from the sources described in foregoing paragraph 4 to compensate for injurious stream depletions caused by prior withdrawals of water from the said Lower Dawson and Denver aquifers. d. If Parker elects not to produce any water from the Laramie Fox Hills aquifer, all of the water adjudicated in said aquifer under the decrees or pending case listed in foregoing paragraph 2 shall be considered to be reserved for the purpose of making up post-pumping depletions. If Parker has produced any water from the Laramie Fox Hills aquifer by the time withdrawal of water from the said Lower Dawson or Denver aquifers ceases, the amount of water considered to be reserved for post-pumping depletion in the Laramie Fox Hills aquifer shall be considered to be the amount of water adjudicated in said aquifer under the decrees listed in foregoing paragraph 2, times a fraction the numerator of which shall be the total amount of water adjudicated to the Laramie Fox Hills aquifer less the amount of water withdrawn therefrom by that date, and the denominator shall be the total amount of water adjudicated to the Laramie Fox Hills aquifer. e. Parker may release any legally reusable water stored in Rueter-Hess Reservoir to compensate for injurious stream depletions caused by prior withdrawals of water from the said Lower Dawson and Denver aquifers. f. Parker may aggregate all depletions and replace them at one or more locations on Cherry Creek. g. Parker shall have complete discretion to select the source of water to make up any post pumping depletion obligations from any of the other sources mentioned in foregoing paragraph 4. 7.Water Service Entitlements. Nothing herein is intended to create any implication that the granting of the present application will affect the entitlement of any person to receive water service from Parker. Rights to water service will continue to be governed by the applicable Inclusion Agreements, other Contracts and Agreements, and Parker’s Rules and Regulations. 8. Ownership and Notice. Parker owns or has the right to use the sites upon which all structures associated with this matter will be located. Also, Parker is the record title owner of all of the water and water rights which are the subject of this Application. 9. Records. Parker will maintain such records and make such measurements of water as may be reasonable required by the Division Engineer. 10. Previous Terms and Conditions. Parker does not request any change in the terms and conditions of the existing Decrees mentioned herein except as requested herein or as necessary to allow the requested augmentation operations. 11. Well Construction. This is not an application which will require the construction of a well within the meaning of §37-92-302(2), C.R.S. 12. Well Permits. Parker requests the Court to order that in considering any well permit applications, the State Engineer shall be governed by the Findings of Fact, Conclusions of Law, and Decree herein which may result from this Application and shall

69

issue said permits in accordance with the provisions of such decree and 37-90-137(10) C.R.S., and that Parker shall not be required to submit any additional proof or evidence of matters finally determined in such decree when making application for wells to withdraw the water rights confirmed therein. Parker further requests the Court to order that any failure to construct a well necessary to produce groundwater hereunder within the period of time specified in any well permit not be deemed to extinguish the underlying right to water. 13. Non-Injury. No legal injury will occur to the owner of any vested or conditionally decreed water right from the granting of this application. 14. Jurisdiction. This Court has jurisdiction over the subject matter of this Application pursuant Sections 37-92-203(1), 37-92-302(2) and 37-90-137(6), C.R.S. WHEREFORE, Parker prays that the Court enter a decree granting this application and granting such other and additional relief as it deems proper in the premises. 06CW284 Jack E. Schooley Trust, c/o Jack E. Schooley, Trustee, 1328 South Jason Street, Denver, Colorado 80223, North Fork Associates, LLC and the Mountain Mutual Reservoir Company, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN PARK COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHT: 1. Name of Well and Permit, Registration or Denial Number: Schooley Well No. 1 (Permit No. 62795-F). 2. Legal Description of the Well: The Well is located in the SW 1/4 NE1/4 of Section 7, Township 10 South, Range 77 West, 6th P.M., Park County, at a point approximately 2,415 feet from the North Section line and 1,465 feet from the East Section line of said Section 7. It can also be described as being located on Lot 230 of the Foxtail Pines Subdivision, Filing 2, with a street address of 162 Squirrel Tail Court. 3.A. Source of Water: Ground water that is tributary to Four Mile Creek and the South Fork of the South Platte River. 3.B. Depth of Well: 140 feet. Date of Appropriation: May 13, 2000. 4.B. How Appropriation was Initiated: Filing of a well permit application with the Colorado Division of Water Resources and construction of the well. 4.C. Date Water Applied to Beneficial Use: March 29, 2006. 5. Amount Claimed: 5 gallons per minute, Absolute, and 10 gallons per minute, Conditional. 6. Uses: Ordinary household purposes inside a single family dwelling, the irrigation of lawns and gardens, and fire protection purposes. 7. Name and Address of Owner of Land on which the Well is Located: Jack E. Schooley Trust, as described above. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: Schooley Well No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. The Trustee of the Jack E. Schooley Trust has entered into a contract with North Fork Associates, LLC to purchase 6.1 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 6.1 shares represent the right to receive 0.19 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders. b. MMRC owns water rights decreed to the Parmalee Ditch No. 1, the Carruthers Ditch No. 2 and the Nickerson Ditch No. 2 ("Nickerson Ditch water rights"), portions of which will be used to replace the out-of-priority depletions from the Schooley Well No. 1. The Nickerson Ditch water rights have a priority date of May 1, 1867 and were decreed in the original adjudication for former Water District No. 23 by the Park County District Court on May 22, 1913 in Civil Action No. 1678. Historically, the Nickerson Ditch water rights were diverted from Deer Creek at the headgate of the Nickerson Ditch No. 2 in the NW1/4 SE1/4 of Section 9, Township 7 South, Range 72 West, 6th P.M., Park County. Such diversions no longer occur. The terms and conditions under which the Nickerson Ditch water rights are used for augmentation, replacement and storage purposes are described in the Decree entered by the District Court for Water Division 1 in Case No. 2000CW174, dated October 11, 2002, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No.

70

2000CW174 for more detailed information. c. Consumable water stored in Maddox Reservoir and/or the Lower Sacramento Creek Reservoir No. 1 will be released to the stream system when the Nickerson Ditch water rights are out-of-priority. The Lower Sacramento Creek Reservoir No. 1 is located in the NE1/4 NW1/4 of Section 32 and the SE1/4 of Section 29, Township 9 South, Range 77 West, 6th P.M., Park County. It was originally decreed in Case No. W-7741-74 for domestic, municipal, commercial, industrial, irrigation, fish and wildlife propagation, recreational and all other beneficial purposes, including exchange to compensate for depletions in the South Platte River or its tributaries. Maddox Reservoir is located in the NE1/4 SW1/4 of Section 22, Township 7 South, Range 73 West, 6th P.M., Park County. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The Jack E. Schooley Trust(“Trust”), is the record owner of Lot 230 of the Foxtail Pines Subdivision. The property consists of approximately 2.5 acres and is located in the SW1/4 NE1/4 of Section 17, Township 10 South, Range 77 West, 6th P.M., Park County. b. The Schooley Well No. 1 was constructed pursuant to the plan for augmentation decreed in Case No. W-8480-77. Use of water from the Well pursuant to that augmentation plan is limited to in-house purposes within a single family residence. The Trust desires to expand the use of water from the well to include irrigation of approximately 8,000 square feet of lawn grass and gardens. c. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. Gross irrigation requirements for gardens are anticipated to be no more than 0.5 of an acre foot of water per irrigated acre. The total volume of water required for the expanded purposes is projected to be no more than approximately 0.23 of an acre foot per year. d. Consumption of lawn grass at this location is 1.0 acre foot per acre. Consumption of gardens is 0.4 of an acre foot per acre. The consumptive use for irrigation operations was determined using the SCS TR-21 modification to the Blaney Criddle consumptive use method with the Pochop elevation adjustment, and the Evergreen turf adjustment as outlined in a report prepared by Blatchley Associates, Inc., which is titled "Turf Irrigation in Mountainous Areas of Evergreen, Colorado." Maximum stream depletions, including any applicable stream transportation charges, are not anticipated to exceed 0.19 of an acre foot per year. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April 23 through October 31, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Nickerson Ditch water rights. During times when the Nickerson Ditch water rights are not in priority and during the non irrigation season, depletions will be augmented by releasing water from Maddox Reservoir or the Lower Sacramento Creek Reservoir No. 1. Transportation charges from the point where water is released from MMRC's facilities to the stream system, to the point of depletion from the subject well, will be computed on the basis of 0.13 percent per mile. g. Since the point of depletion associated with water use from the Schooley Well No. 1 is on a side tributary of the South Fork of the South Platte River, the Trust asserts an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). Water released from the MMRC facilities on the North Fork of the South Platte River described herein will be carried in the stream channel to the confluence of the North Fork and the South Platte River located in the SW1/4 SE1/4 of Section 25, Township 7 South, Range 70 West, 6th P.M. From there, the water will be exchanged up the South Platte River to the confluence of the South Platte River and the South Fork of the South Platte River in the NE 1/4 NE1/4 of Section 14, Township 12 South, Range 75 West, 6th P.M.; thence up the South Fork of the South Platte River to its confluence with Four Mile Creek in the SW1/4 NE1/4 of Section 7, Township 12 South, Range 75 West, 6th P.M.; and thence up Four Mile Creek to the point of depletion in the NE1/4 SW1/4 of Section 17, Township 10 South, Range 77 West, 6th P.M. If water is released from the Lower Sacramento Creek Reservoir No. 1, the water will be convey in

71

Sacramento Creek and the Middle Fork of the South Platte River to the confluence of the Middle Fork and the South Fork of the South Platte River; and thence up the South Fork and Four Mile Creek as above described. The exchange will operate to replace depletions to the flow of water in Four Mile Creek, the Middle Fork of the South Platte River and the South Platte River as the depletions occur. The exchange will be administered with a priority date of December 28, 2006, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Name and Address of Owner of Land on which New Structures will be Located: N/A. WHEREFORE, the Jack E. Schooley Trust requests the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Trust also requests a determination that the well described herein can be operated to irrigate vegetation without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Trust further requests the entry of an Order directing the State Engineer to issue a permit for the expanded use of the subject well if requested by the Trust. (6 pages and one exhibit). 06CW285 SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, 6595 East 70th Avenue, P. O. Box 597, Commerce City, Colorado 80037 (David L. Harrison, Richard J. Mehren, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, Colorado 80306-1440, 303.443.8782) APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND APPROPRIATIVE RIGHT OF SUBSTITION OR EXCHANGE IN ADAMS COUNTY 2. Purposes of the Application: South Adams owns and maintains water service facilities to provide municipal water service to its customers and those with whom it has agreements to serve. South Adams’ service area is located entirely within the South Platte River Basin. A portion of South Adams’ water supply is derived from fully-reusable sources. The purpose of this application is to quantify the reusable portion of return flows attributable to South Adams’ water use and to obtain approval to use those return flows for augmentation and substitution or exchange and for direct diversion and storage for subsequent use. INTRODUCTION AND GENERAL DESCRIPTION OF SOUTH ADAMS’ OPERATIONS 3. General Description and Use of 5K Water by South Adams. The City and County of Denver, acting by and through its Board of Water Commissioners (“Denver Water”), entered into a Settlement Agreement dated August 31, 1999 (“Settlement Agreement”) with the Farmer’s Reservoir and Irrigation Company (“FRICO”), the Burlington Ditch Reservoir and Land Company and the Henrylyn Irrigation District (“the Companies”). In accordance with Article III of the Settlement Agreement, Denver Water has agreed to deliver to the Companies up to 5,000 acre-feet of reusable water (“the 5K Water”) in each delivery year. The Companies and South Adams entered into a Amended Stock Purchase Agreement dated September 6, 2006 (“the Amended Stock Purchase Agreement”) to provide for deliveries of 5K Water directly to South Adams through Denver Water’s facilities. Denver Water and the Companies entered into a Amendment to Settlement Agreement dated September 8, 2006 (“the Amended Settlement Agreement”) to provide for delivery of the 5K Water directly to South Adams from Denver Water’s facilities. In accordance with Article III of the Amended Settlement Agreement, South Adams has the right to fully consume the 5K Water, including the right to use or reuse such water to extinction. As described below, South Adams will (a) deliver 5K Water to its customers for indoor and outdoor uses and the return flows from such initial use will be recaptured and re-used by South Adams; and (b) use the 5K Water directly, by exchange or by recharge for augmentation purposes. 4. Delivery of 5K Water to South Adams’ Customers and Recapture and Reuse of Indoor and Outdoor Use Return Flows. South Adams will divert the 5K Water from the South Platte River at the headgate of the Fulton Ditch described in Section 14.A., below, South Platte Diversion II described in Section 14.D., below, and South Platte Diversion III described in Section 14.E., below, for storage in Howe-Haller, Hazeltine, Road Runners Rest II, Brinkmann-Woodward and Dunes Reservoirs located in portions of Sections 2, 3, 4 and 9, Township 2 South,

72

Range 67 West, 6th P.M., and Tanabe Reservoir in Section 10, Township 2 South, Range 67 West, 6th P.M. (the “Joint Denver Gravel Pit Lakes”). South Adams will deliver the 5K Water from storage in the Joint Denver Gravel Pit Lakes to its customers for indoor and outdoor uses and the return flows from such initial use will be recaptured and reused by South Adams, as described in this application. 5. Direct Delivery of 5K Water to Ford Water Recharge Facility for Augmentation. South Adams will also divert the 5K Water from the South Platte River at the headgate of the Burlington Ditch on the east bank of the South Platte River, in the SW1/4 NE1/4, Section 14, Township 3 South, Range 68 West, 6th P.M., at a point approximately 2,300 feet South and 2,200 feet West of the Northeast Corner of said Section, or will take delivery of the 5K Water into the Burlington Ditch by pumping from the Metro Wastewater Treatment Plant Pump Station that discharges to the ditch in Section 12, Township 3 South, Range 68 West, 6th P.M. Such diversions and delivery of the 5K Water will be delivered to the Ford Water Recharge Facility as decreed in Case No. W-8440-76D, District Court, Water Division No. 1 (“Case No. W-8440-76D”) and allowed to percolate into the groundwater. Accounting for the delivery of the 5K Water to the Ford Water Recharge Facility and for the accretive effects of the recharge deliveries of the 5K Water upon the South Platte River will be determined in accordance with the methodology proposed in South Adams’ pending Case No. 2001CW258, District Court, Water Division No. 1 (“Case No. 2001CW258”) and will be used by South Adams to offset depletions to the South Platte River system. 6.Use of 5K Water for Augmentation and Replacement of Stream Depletions. South Adams will also use the 5K Water for augmentation and replacement of stream depletions to the South Platte River pursuant to the accounting process for the plan for augmentation to be decreed in South Adams’ pending Case No. 2001CW258. Such use of the 5K Water will be made by accounting for 5K Water available to South Adams in the South Platte River in time, location and amount to offset such stream depletions or by the release of 5K Water to the South Platte River, for direct augmentation use or for augmentation use by exchange pursuant to the exchange decreed herein, from the Joint Denver Gravel Pit Lakes, Cat and Miller Reservoirs located in a portion of Section 1, Township 3 South, Range 68 West, 6th P.M., Wattenberg Reservoir located in portions of Sections 25 and 36, Township 1 North, Range 67 West, 6th P.M. and in a portion of Section 30, Township 1 North, Range 66 West, 6th P.M. and Lupton Lakes Gravel Pit Reservoir located in the SE1/4 of Section 18 east of Highway 85 and a portion of the E1/2 of Section 19 east of Highway 85, Township 1 North, Range 66 West, 6th P.M. South Adams does not currently have the right to use the Lupton Lakes Gravel Pit Reservoir. The 5K Water that is delivered by South Adams to the Joint Denver Gravel Pit Lakes is diverted from the South Platte River at the headgate of the Fulton Ditch described in Section 14.A., below, South Platte Diversion II described in Section 14.D., below, or at South Platte Diversion III described in Section 14.E., below. The 5K Water that is delivered by South Adams to Cat and Miller Reservoirs is diverted from the South Platte River at South Platte Diversion I described in Section 14.C., below, the headgate of the Burlington Ditch described in Section 5, above, or the Metro Wastewater Treatment Plant Pump Station described in Section 5, above. The 5K Water that is delivered by South Adams to Wattenberg Reservoir is diverted from the South Platte River at the headgate of the Brighton Ditch described in Section 14.B., below, or South Platte Diversion IV described in Section 14.F., below. The 5K Water that is delivered by South Adams to Lupton Lakes Gravel Pit Reservoir is diverted from the South Platte River at South Platte Diversion V described in Section 16.G., below, and South Platte Diversion VI described in Section 16.H., below. 7. General Description and Use of Prospect Valley Water by South Adams. South Adams owns ground water rights located in the Lost Creek Designated Ground Water Basin that have been changed for use for domestic, municipal, irrigation and other uses, and that have been authorized for exportation from the Lost Creek Designated Ground Water Basin of 1,266.8 acre-feet of water per year (“Prospect Valley Water”) pursuant to the terms and conditions of: (a) the Findings of Fact, Conclusions of Law, Judgment and Decree of the Court entered by the Adams County District Court on May 10, 2004 in Case No. 98CV1727

73

and (b) the Findings of Fact, Conclusions of Law, Judgment and Decree of the Court entered by the Adams County District Court on June 1, 2004 in Case No. 99CV0097. The Prospect Valley Water may be fully consumed and may be used and reused to extinction. South Adams will deliver the Prospect Valley Water by pipeline to its customers for indoor and outdoor uses and the return flows from such initial use will be recaptured and reused by South Adams, as described in this application. PLAN FOR AUGMENTATION 8. Sources of Augmentation Water. A. 5K Water. South Adams will use the 5K Water as a source of augmentation water in the manner described in Sections 5 and 6, above. B. 5K Water Return Flows. South Adams will use the lawn irrigation return flows (“LIRFs”), municipal system loss return flows and wastewater return flows derived from the 5K Water as a source of augmentation water. C. Prospect Valley Water Return Flows. South Adams will use the LIRFs, municipal system loss return flows and wastewater return flows derived from the Prospect Valley Water as a source of augmentation water. D. Other Water. South Adams will use other transbasin and fully consumable in-basin water rights that are available for municipal use, and decreed nontributary sources that South Adams adjudicates, buys, leases or otherwise acquires in the future as a source of augmentation water. 9. Quantification of Return Flows. A. Accounting for South Adams’ Water Deliveries. Water delivered to South Adams’ customers from the sources available to South Adams is separately measured and recorded in South Adams’ daily accounting records. Therefore, the amount of water diverted into the South Adams’ water system from reusable sources such as the 5K Water, the Prospect Valley Water and other water described in Section 8.D., above, and the proportion of the total water supply and total return flows attributable to the reusable sources can be determined at all times. The 5K Water, the Prospect Valley Water and the other water described in Section 8.D., above, that is delivered to South Adams’ customers is fully consumable and reusable and, thus, a portion of South Adams’ return flows are reusable. B. Sources of Reusable Return Flow. The 5K Water, the Prospect Valley Water and the other water described in Section 8.D., above, is fully consumable by South Adams and may be used or reused to extinction. South Adams retains dominion and control over its fully consumable water until the water has been used, reused and successively used to extinction. No change of any type is requested regarding the 5K Water, the Prospect Valley Water and the other water described in Section 8.D., above. South Adams claims all return flows from the 5K Water, the Prospect Valley Water and the other water described in Section 8.D., above, in its quantification of LIRFs, municipal system loss return flows and wastewater return flows. C. Quantification of LIRFs. South Adams’ LIRFs accruing to the South Platte River and its tributaries by means of the groundwater system will be calculated by South Adams based on the return flow methodology established in the decree entered in this case. South Adams’ intends to use the same methodology for calculating its return flows in this decree that South Adams is proposing in its pending Case No. 2001CW258. The percentage that becomes return flow will be determined in a manner consistent with what is commonly referred to as the Cottonwood decree, the decree entered in Case No. 81CW142, District Court, Water Division No. 1, which sets out a detailed methodology (“the Cottonwood Method”) for determining lawn irrigation return flow. The Cottonwood Method utilizes a relationship that calculates the amount of lawn irrigation return flow as a percentage of the total water application, based upon the amount of total application as a percentage of the total potential evapotranspiration of lawn grass. The Water Court in Water Division No. 1 has determined that the Cottonwood Method is reasonable and can be used for the purposes of establishing deep percolation from irrigation of lawn grass, trees, shrubs, golf courses, open space and other landscaping and park irrigation. South Adams will also take credit for 2% of the reusable water that is supplied for lawn irrigation water use which returns as surface flow. D. Quantification of Municipal System Loss Return Flows. South Adams’ return flows accruing to the South Platte River and its tributaries by means of the groundwater system from municipal system losses will be determined in the same manner provided in the Case No. W-8440, District Court, Water Division No. 1 and subsequent cases W-8440-76A-D, District Court, Water Division No. 1

74

(generally referred to herein as “W-8440”) and pending Case No. 2001CW258. E. Quantification of Wastewater Return Flows. South Adams’ wastewater return flows to the South Platte River will be determined in the same manner as is done under the W-8440 decrees and pending Case No. 2001CW258. Presently all treated wastewater returns to the South Platte River at South Adams’ Williams-Monaco wastewater treatment plant (“Williams-Monaco WWTP”) located in the SE1/4, Section 17, Township 2 South, Range 67 West, 6th P.M. South Adams is currently working with other metropolitan entities on planning for a new regional wastewater treatment plant (“Regional WWTP”), most likely to be located north of the City of Brighton that would discharge on the east bank of the South Platte River in the SW1/4 or in the SE1/4 NW1/4, Section 31, Township 1 North, Range 66 West, 6th P.M. In the event that the Regional WWTP is not built, the South Adams’ alternative is to build an additional plant for its sole use located near 120th Avenue and the South Platte River that would discharge to the South Platte River at that location. F. Proposed Use of Return Flows. The water diverted by exchange, for augmentation, in substitution or directly under this application will be used directly, by storage and/or exchange, for irrigation, commercial, industrial and all municipal uses, including, domestic, mechanical, manufacturing, industrial, sewage treatment, street sprinkling, irrigation of parks, lawns, gardens, grounds and open spaces, augmentation and replacement, recharge, use as a substitute supply and exchange, storage and further exchange with other water users. South Adams seeks to consume the water used to the same extent as it is entitled to consume the sources of substitute supply given in replacement or exchange, and will do so by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. Following one or more uses, South Adams may use this water as substitute supply and to meet replacement or other obligations for any of its other decreed rights. 10. Statement of Plan for Augmentation. South Adams will quantify its LIRFs and municipal system loss return flows at the locations set forth in Sections 15.A. through F., below, and will quantify its wastewater return flows at the locations set forth in Sections 15.G. and H., below, and use those return flows either directly or by exchange to replace the depletions from the wells described in Section 11, below, in time, place and amount as necessary to prevent injury to other water rights. South Adams’ service area has been divided into return flow plots for purposes of analysis and quantification of the amount and location of LIRFs and municipal system loss return flows. A separate calculation will be made that will quantify the amount and timing of LIRFs and municipal system loss return flows accruing to each return flow plot. The points listed in Sections 15.A. through F., below, comprises South Adams’ best estimate of the locations that LIRFs and municipal system loss return flows will be quantified. Additional points of quantification may be identified to facilitate the diversion and use of LIRFs and municipal system loss return flows. No water rights are to be changed by this plan. South Adams will also use the 5K Water to replace the depletions from the wells listed in Section 11, below, in the manner described in Sections 5 and 6, above and by exchange, as described below. 11. Structures to be Augmented. Each of the wells described in Exhibit A. 12. Amount, Timing and Location of Depletions. The amount, timing and location of stream depletions from Well Nos. 113 through 129 described in Exhibit A will be determined in the same manner provided in South Adams’ pending Case No. 2005CW115, District Court, Water Division No. 1. The amount, timing and location of stream depletions from the other wells described in Exhibit A will be determined in the same manner provided in South Adams’ pending Case No. 2001CW258. DIVERSION AND USE OF 5K WATER AND RETURN FLOWS BY SUBSTITUTION OR EXCHANGE 13. Claim for Appropriative Right of Substitution or Exchange. A. Appropriation date. October 11, 2006, the date when the Board of Directors of South Adams confirmed its intent to make the appropriations by resolution. B. Maximum Rate of Exchange. 50 cubic feet per second (cfs). C. Exchange Reach: The downstream extent of the exchange on the South Platte River is the outlet of Lupton Lakes Gravel Pit Reservoir with the South Platte River, as described in Section 15.F., below. The upstream extent of the exchange is the confluence of Sand Creek and the South Platte River near the south quarter corner of Section

75

1, Township 3 South, Range 68 West, 6th P.M. 14. Points of Diversion of 5K Water and Return Flows by Substitution or Exchange [There are other water rights that divert from the listed structures] (Exchange to Points). A. The headgate of the Fulton Ditch, on the east bank of the South Platte River in the NE1/4 SE1/4, Section 17, Township 2 South, Range 67 West, 6th P.M., at a point approximately 2,815 feet South and 145 feet West of the Northeast corner of said Section 17, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. B. The headgate of the Brighton Ditch, on the west bank of the South Platte River in the SE1/4 SE1/4, Section 11, Township 1 South, Range 67 West, 6th P.M., for storage in Wattenberg Reservoir and subsequent use by South Adams. C. South Platte Diversion I, on the east bank of the South Platte River in Section 1, Township 3 South, Range 68 West, 6th P.M., for storage in Cat and Miller Reservoirs and subsequent use by South Adams. D. South Platte Diversion II, on the east bank of the South Platte River in the W1/2 NW1/4, Section 9, Township 2 South, Range 67 West, 6th P.M., for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. E. South Platte Diversion III, on the east bank of the South Platte River in the NE1/4 SW1/4, Section 4, Township 2 South, Range 67 West, 6th P.M., for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. F. South Platte Diversion IV, on the west bank of the South Platte River in the W1/2, Section 30, Township 1 North, Range 66 West, 6th P.M., for storage in Wattenberg Reservoir and subsequent use by South Adams. 15. Exchange from Points for 5K Water and Return Flows (points of replacement, substitution or exchange and point of quantification of 5K Water, LIRFs and municipal system loss return flows). A. South Platte River just above the headgate of the Fulton Ditch described in Section 14.A., above. B. South Platte River just above the headgate of the Brantner Ditch on the west bank of the South Platte River in the NE1/4 SW1/4, Section 4, Township 2 South, Range 67 West, 6th P.M. C. South Platte River just above the headgate of the Brighton Ditch described in Section 14.B., above. D. Outlet of Wattenberg Reservoir. The outlet as it is planned and may be relocated in the future. The outlet is planned to be located on the west bank of the South Platte River in the W1/2, Section 30, Township 1 North, Range 66 West, 6th P.M. E. Outlet of Joint Denver Gravel Pit Lakes. The common outlet as it is planned and may be relocated in the future. The outlet is planned to be located within the NW1/4 NE1/4, Section 3, Township 2 South, Range 67 West, 6th P.M. F. Outlet of Lupton Lakes Gravel Pit Reservoir. The outlet as it is planned and may be relocated in the future. The outlet is planned to be located within Sections 18 or 19, Township 1 North, Range 66 West, 6th P.M. G. The Outfall of the Williams-Monaco WWTP with the South Platte River located in the SE1/4, Section 17, Township 2 South, Range 67 West, 6th P.M. H. The Outfall of the Regional WWTP with the South Platte River. The outfall as it is planned and may be relocated in the future. The outfall is planned to be located within Section 31, Township 1 North, Range 66 West, 6th P.M. POINT OF DIRECT DIVERSION OF RETURN FLOWS FROM THE SOUTH PLATTE RIVER 16. Points of Direct Diversion and/or Storage of LIRFs and Municipal System Loss Return Flow. South Adams may also divert LIRFs and Municipal System Loss Return Flows directly at the following points of diversion and/or storage. A. The headgate of the Fulton Ditch described in Section 14.A., above, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. B. The headgate of the Brighton Ditch described in Section 14.B., above, for storage in Wattenberg Reservoir and subsequent use by South Adams. C. South Platte Diversion I described in Section 14.C., above, for storage in Cat and Miller Reservoirs and subsequent use by South Adams. D. South Platte Diversion II described in Section 14.D., above, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. E. South Platte Diversion III described in Section 14.E., above, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. F. South Platte Diversion IV described in Section 14.F., above, for storage in Wattenberg Reservoir and subsequent use by South Adams. G. South Platte Diversion V, on the east bank of the South Platte River in the E1/2, Section 19, Township 1 North, Range 66 West, 6th P.M., for storage in Lupton Lakes Gravel Pit Reservoir and subsequent use by South Adams. H. South Platte

76

Diversion VI, on the east bank of the South Platte River in the E1/2, Section 18, Township 1 North, Range 66 West, 6th P.M., for storage in Lupton Lakes Gravel Pit Reservoir and subsequent use by South Adams. 17. Points of Direct Diversion and/or Storage of Wastewater Return Flows. South Adams may also divert wastewater return flows at the following points of diversion and/or storage. A. Williams-Monaco WWTP Return Flows. i. The headgate of the Fulton Ditch described in Section 14.A., above, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. ii. The headgate of the Brighton Ditch described in Section 14.B., above, for storage in Wattenberg Reservoir and subsequent use by South Adams. iii. South Platte Diversion II described in Section 14.D., above, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. iv. South Platte Diversion III described in Section 14.E., above, for storage in the Joint Denver Gravel Pit Lakes and subsequent use by South Adams. v. South Platte Diversion IV described in Section 14.F., above, for storage in Wattenberg Reservoir and subsequent use by South Adams. vi. South Platte Diversion V described in Section 16.G., above, for storage in Lupton Lakes Gravel Pit Reservoir and subsequent use by South Adams. vii. South Platte Diversion VI described in Section 16.H., above, for storage in Lupton Lakes Gravel Pit Reservoir and subsequent use by South Adams. B. Regional WWTP Return Flows. i. South Platte Diversion IV described in Section 14.F., above, for storage in Wattenberg Reservoir and subsequent use by South Adams. ii. South Platte Diversion V described in Section 16.G., above, for storage in Lupton Lakes Gravel Pit Reservoir and subsequent use by South Adams. iii. South Platte Diversion VI described in Section 16.H., above, for storage in Lupton Lakes Gravel Pit Reservoir and subsequent use by South Adams. LANDOWNERS 18. Owners of Land. Names and addresses of owners of land on 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. South Platte Diversion I. Public Service Company of Colorado, 550 15th Street, Denver, Colorado 80202. B. South Platte Diversion II. McIntosh Farm Company, 11910 Riverdale Road, Brighton, Colorado 80602. C. South Platte Diversion III. Claude H. and Dixie B. Frick, 8025 East 14th Avenue, Henderson, Colorado 80640; Helen D. Champion, 6942 Vance Street, Arvada, Colorado 80003; Joseph G. Elledge, 8025 East 104th Avenue, Henderson, Colorado 80640. D. South Platte Diversion IV. City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80030; Denise B. Clanahan Trustee, 600 17th Street, Suite 2700 South, Denver, Colorado 80202-3725; Camas Colorado, Inc., c/o Aggregate Industries WCR, Inc., 1707 Cole Boulevard, # 100, Golden, Colorado 80401-3219. E. South Platte Diversion V. William Ocker, 9885 E. 158 Place, Brighton, Colorado 80602; John Davis, 12486 Weld Co. Rd. #8, Ft. Lupton, Colorado 80621; Donald and Suzanne Rittenhouse, 205 N. Patit Rd., Dayton, WA 99328-8724. F. South Platte Diversion VI. Ken and Linda Ogilvie, 4620 U.S. Hwy 85, Ft. Lupton, Colorado 80621; Michael R. Bradley Living Trust, 16033 Hiland Circle, Brighton, Colorado 80602; Edith Jean Chavers, 12367 County Road 8, Ft. Lupton, Colorado 80621. G. Lupton Lakes Gravel Pit Reservoir. City and County of Denver, acting by and through its Board of Water Commissioners, 1600 West 12th Avenue, Denver, Colorado 80204; SW TKO Joint Venture, LLC and SW Villaneaux LLC, 333 W. Hampden Avenue, Suite 810, Englewood, Colorado 80110-0110. H. Wattenberg Reservoir. City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80030. I. Cat Reservoir, Miller Reservoir and the Joint Denver Gravel Pit Lakes. Applicant and the City and County of Denver, acting by and through its Board of Water Commissioners, 1600 West 12th Avenue, Denver, Colorado 80204. WHEREFORE, South Adams County Water and Sanitation District prays this Court to enter a decree approving this plan for augmentation and confirming the subject appropriative right of substitution or exchange and all such additional relief as the Court may determine necessary or desirable for the purpose of according full relief. 06CW286 Jerry A. Arpaio and Judith S. Arpaio, 12355 South Winter Trail, Conifer, Colorado 80433, North Fork Associates, LLC and the Mountain Mutual Reservoir Company, 2525

77

South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHTS, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON AND PARK COUNTIES. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Names of Wells and Permit, Registration or Denial Numbers: Arpaio Well No. 1 (Permit No. 99136) and Arpaio Well No. 2. 2. Legal Descriptions of the Wells: The Arpaio Well No. 1 is located in the SW 1/4 SW 1/4 of Section 28, Township 6 South, Range 70 West, 6th P.M., Jefferson County, at a point approximately 300 feet from the South Section line and 700 feet from the West Section line of said Section 28. Pursuant to Policy Memo No. 99-1 of the State Engineer, Jerry A. Arpaio and Judith S. Arpaio (the "Arpaios"), request a conditional underground water right for the Arpaio Well No. 2. The exact location of the well will not be known until subdivision of the property described herein is approved by Jefferson County. However, the well can generally be described as being within the SW1/4 SW1/4 of Section 28, Township 6 South, Range 70 West, 6th P.M., Jefferson County.. 3.A. Source of Water: Ground water that is tributary to Deer Creek and the South Platte River. 3.B. Depth of Wells: Arpaio Well No. 1: 250 feet. Arpaio Well No. 2: 800 feet, approximate. Dates of Appropriation: Arpaio Well No. 1: June 2, 1978. Arpaio Well No. 2: December 28, 2006. 4.B. How Appropriation was Initiated: Issuance of a well permit by the Colorado Division of Water Resources, field survey and the filing of this application. 4.C. Dates Water Applied to Beneficial Use: Arpaio Well No. 1: July 31, 1978. Arpaio Well No. 2: N/A. 5. Amounts Claimed: Arpaio Well No. 1: 6 gallons per minute, Absolute, and 9 gallons per minute, Conditional. Arpaio Well No. 2: 15 gallons per minute, Conditional. 6. Uses: Domestic and ordinary household purposes, the watering of livestock and fire protection. 7. Names and Address of Owners of Land on which the Wells are or will be Located: The Arpaios, as described above. 8. Remarks: The Permit for the Arpaio Well No. 1 was originally issued pursuant to C.R.S. §37-92-602. Upon approval of the plan for augmentation being requested, a new well permit application for the Well will be submitted to the State Engineer, along with a request that Permit No. 99136 be cancelled. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Names of Structures to be Augmented: The Arpaio Well Nos. 1 and 2. 2. Water Rights to be Used for Augmentation Purposes. a. The Arpaios have entered into a contract with North Fork Associates, LLC to purchase 2.9 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 2.9 shares represent the right to receive 0.09 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders. b. MMRC owns water rights decreed to the Parmalee Ditch No. 1, the Carruthers Ditch No. 2 and the Nickerson Ditch No. 2 ("Nickerson Ditch water rights"), portions of which will be used to replace the out-of-priority depletions from the Arpaio Well Nos. 1 and 2. The Nickerson Ditch water rights have a priority date of May 1, 1867 and were decreed in the original adjudication for former Water District No. 23 by the Park County District Court on May 22, 1913 in Civil Action No. 1678. Historically, the Nickerson Ditch water rights were diverted from Deer Creek at the headgate of the Nickerson Ditch No. 2 in the NW1/4 SE1/4 of Section 9, Township 7 South, Range 72 West, 6th P.M., Park County. Such diversions no longer occur. The terms and conditions under which the Nickerson Ditch water rights are used for augmentation, replacement and storage purposes are described in the Decree entered by the District Court for Water Division 1 in Case No. 2000CW174, dated October 11, 2002, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2000CW174 for more detailed information. c. Consumable water stored in Maddox Reservoir and/or the Lower Sacramento Creek Reservoir No. 1 will be released to the stream system when the Nickerson Ditch water rights are out-of-priority. The Lower Sacramento Creek Reservoir No. 1 is located in the NE1/4 NW1/4 of Section 32 and the SE1/4 of Section 29, Township 9 South, Range 77 West, 6th P.M., Park

78

County. It was originally decreed in Case No. W-7741-74 for domestic, municipal, commercial, industrial, irrigation, fish and wildlife propagation, recreational and all other beneficial purposes, including exchange to compensate for depletions in the South Platte River or its tributaries. Maddox Reservoir is located in the NE1/4 SW1/4 of Section 22, Township 7 South, Range 73 West, 6th P.M., Park County. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The Arpaios propose to subdivide a tract of land consisting of approximately 20 acres into two residential lots. The property is located in the SW1/4 SW1/4 of Section 28, Township 6 South, Range 70 West, 6th P.M., Jefferson County, and is depicted on the attached Exhibit "A." The water supply for the lots will be obtained from the Arpaio Well Nos. 1 and 2. b. Wastewater from all in-building uses of water will be treated utilizing non-evaporative septic systems with soil absorption leach fields. Return flows will be to the South Fork of Deer Creek. c. Based on prior engineering studies of similar residential subdivisions, it is assumed that the maximum average occupancy for each single family residence will be 3.5 persons per residence and that the per capita daily water usage will not exceed 80 gallons. The augmentation plan also covers the watering of two horses. Water requirements for horses are assumed to be 10 gallons per animal per day. The total volume of water required for the two lots is projected to be approximately 0.65 of an acre foot per year. d. Depletions associated with water which is used inside the single family residences will be based on a ten percent (10%) consumption factor. All of the water supplied to horses is assumed to be consumed. Maximum stream depletions, including any applicable stream transportation charges, are not anticipated to exceed 0.09 of an acre foot per year. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April 23 through October 31, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Nickerson Ditch water rights. During times when the Nickerson Ditch water rights are not in priority and during the non irrigation season, depletions will be augmented by releasing water from Maddox Reservoir or the Lower Sacramento Creek Reservoir No. 1. Transportation charges from the point where water is released from MMRC's facilities to the stream system, to the point of depletion from the subject wells, will be computed on the basis of 0.13 percent per mile. g. Since the point of depletion associated with water use from the Arpaio Well Nos. 1 and 2 is on a side tributary of the South Platte River, the Arpaios assert an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). Water released from the MMRC facilities described herein will be carried in the stream channel to the confluence of Deer Creek and the South Platte River, located in the SE1/4 NE1/4 of Section 11, Township 6 South, Range 69 West, 6th P.M. From there, the water will be exchanged up Deer Creek to the confluence of Deer Creek and the South Fork of Deer Creek in the SE1/4 SE1/4 of Section 11, Township 6 South, Range 70 West, 6th P.M.; and thence up the South Fork of Deer Creek to the point of depletion in the NE 1/4 SW 1/4 of Section 28, Township 6 South, Range 70 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in the South Fork of Deer Creek, Deer Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of December 28, 2006, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Names and Address of Owners of Land on which New Structures will be Located: Structure described in Paragraph No. 1. The Arpaios, as described above. WHEREFORE, the Arpaios request the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Arpaios also request a determination that the wells described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Arpaios further request the

79

entry of an Order directing the State Engineer to issue permits for the construction and use of the subject wells. (6 pages and one exhibit). 06CW287. Applicant: Julesburg Irrigation District, c/o Larry Frame, 315 Cedar Street, Julesburg, CO, 80737, (970)474-3737. APPLICATION FOR UNDERGROUND WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN LOGAN AND SEDGWICK COUNTIES. All future correspondence and pleadings to: Daniel K. Brown and Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970)407-9000. 2. Names of wells and permit, registration, or denial numbers. (The permit numbers are provided for purposes of identifying the structures. Applicant shall seek to conform these well permits to the decree requested herein.): A. Julesburg Well No. 3: Well Permit No. 25300-F; B. Julesburg Well No. 4: Well Permit No. 25299-F; C. Julesburg Well No. 5: Well Permit No. 25298-F; D. Nein Well: Well Permit No. 03327-F; E. South Reservation West Well: Well Permit No. 21901-RF; F. South Reservation Middle Well: Well Permit No. 21902-F; G. South Reservation East Well: Well Permit No. 21903-F; H. Julesburg Well No. 6: NR; I. Julesburg Well No. 7: NR; J. Julesburg Well No. 8: NR; 3. Legal descriptions of wells: (A map depicting the locations of the wells listed below is attached hereto as Exhibit A). A. Julesburg Well No. 3 is located in the SW1/4, Sec. 18, T11N, R46W of the 6th P.M., Sedgwick County, Colorado, at a point 1,778 feet from the West Sec. line and 1,994 feet from the South Sec. line. B. Julesburg Well No. 4 is located in the SW1/4, Sec. 18, T11N, R46W of the 6th P.M., Sedgwick County, Colorado, at a point approximately 617 feet from the West Sec. line and approximately 1,595 feet from the South Sec. line. C. Julesburg Well No. 5 is located in the SW1/4, Sec. 18, T11N, R46W of the 6th P.M., Sedgwick County, Colorado, at a point 1,200 feet from the West Sec. line and 1,760 feet from the South Sec. line. D. The Nein Well is located in the SW1/4 of the SE1/4, Sec. 17, T11N, R46W of the 6th P.M., Sedgwick County, Colorado. E. South Reservation West Well is located in the NW1/4 NE1/4 of Sec. 15, T11N, R46W of the 6th P.M., Sedgwick County, Colorado at a point 564 feet from the North Sec. line and 2,549 feet from the East Sec. line, said Section 15. F. South Reservation Middle Well is located in the NW1/4 NE1/4 of Sec. 15, T11N, R46W of the 6th P.M., Sedgwick County, Colorado at a point 286 feet from the North Sec. line and 2,007 feet from the East Sec. line, said Sec. 15. G. South Reservation East Well is located in the NW1/4 NE1/4 of Sec. 15, T11N, R46W of the 6th P.M., Sedgwick County, Colorado at a point 25 feet from the North Sec. line and 1,535 feet from the East Sec. line, said Sec. 15. H. The Julesburg Wells No. 6, No. 7 and No. 8 will be located in the SE1/4, Sec. 13, T11N, R47W and the SW1/4, Sec. 18, T11N, R46W of the 6th P.M., Sedgwick County, Colorado. 4. Source and Depth: A. Source: Underground water tributary to the South Platte River. B. Depth: i. Julesburg Well No. 3: 90 feet; ii. Julesburg Well No. 4: 146 feet; iii. Julesburg Well No. 5: 112 feet; iv. Nein Well: Unknown; v. South Reservation West Well: 135.5 feet; vi. South Reservation Middle Well: Unknown; vii. South Reservation East Well: Unknown; viii.Julesburg Well No. 6: To be determined; ix. Julesburg Well No. 7: To be determined; x. Julesburg Well No. 8: To be determined. 5. Appropriation: A. Julesburg Wells Nos. 3, 4 and 5: Appropriation Date: October 16, 2002; How appropriation was initiated: Appropriation was initiated by diverting water at the Julesburg Wells Nos. 3, 4 and 5 into the Peterson Ditch for recharge from the Ditch. Applicant also conveyed water from the wells through the Peterson Ditch to the District’s other recharge structures for recharge purposes; Date water applied to beneficial use: October 16, 2002. B. Nein Well: Appropriation Date: Date of application filed herein; How appropriation was initiated: Appropriation was initiated by the filing of this application; Date water applied to beneficial use: N/A. C. South Reservation West, Middle and East Wells: Appropriation Date: Date of application filed herein; How appropriation was initiated: Appropriation was initiated by the filing of this application; Date water applied to beneficial use: N/A. D. Julesburg Wells Nos. 6, 7 and 8: Appropriation Date: Date of application filed herein; How appropriation was initiated: Appropriation was initiated by the filing of this application; Date water applied to beneficial use:

80

N/A. 6. Amount claimed: A. Julesburg Well No. 3: 2,948 g.p.m. ABSOLUTE; B. Julesburg Well No. 4: 2,755 g.p.m. ABSOLUTE; C. Julesburg Well No. 5: 2,443 g.p.m. ABSOLUTE; D. Nein Well: 1,600 g.p.m. CONDITIONAL; E. South Reservation West Well: 5,760 g.p.m. CONDITIONAL; F. South Reservation Middle Well: 2,512 g.p.m. CONDITIONAL; G. South Reservation East Well: 2,455 g.p.m. CONDITIONAL; H. Julesburg Well No. 6: 2,700 g.p.m. CONDITIONAL; I. Julesburg Well No. 7: 2,700 g.p.m. CONDITIONAL; J. Julesburg Well No. 8: 2,700 g.p.m. CONDITIONAL. 7. Proposed Use: Applicant proposes to use, reuse and successively use the water pumped from these wells for augmentation, recharge, and replacement purposes, either directly, following storage or by exchange, to replace out-of-priority depletions associated with structures used for irrigation, municipal, piscatorial, recreation, commercial, industrial, livestock, fire protection, recharge, replacement, wildlife and wildlife recovery. In particular, Applicant proposes to pump water from the wells (1) directly to the recharge structures identified in the Julesburg Irrigation District’s Consolidated Case Nos. 95CW283 and 03CW450, District Court, Water Division No. 1., (2) to the Peterson Ditch for delivery to certain of said recharge structures, (3) to the Peterson Ditch and for in-ditch recharge purposes, and/or (4) to the Peterson Ditch for delivery to Ovid Reservoir for storage for subsequent use. The headgate of the Peterson Ditch is located on the bank of the South Platte River in the Northwest Quarter of Sec. 24, T11N, R47W of the 6th P.M. The location of suitable recharge sites include the recharge locations described in the Julesburg Irrigation District’s Consolidated Case Nos. 95CW283 and 03CW450, District Court, Water Division No. 1. The water may be stored in Ovid Reservoir, which is located in the N1/2 and the N1/2 S1/2 of Sec. 6, T11N, R45W of the 6th P.M., Sedgwick County, Colorado. The recharge credits generated are to be used as a source of recharge and augmentation water for the replacement of out-of-priority depletions associated with the pumping of wells and other structures augmented, including structures identified in the Lower South Platte Water Conservancy District Water Activity Enterprise, Case No. 02CW320 and the Sedgwick County Well Users Inc., Case No. 03CW209. Should the Court determine that the water rights for Julesburg Wells Nos. 3, 4 and 5 have not been made absolute, in whole or in part, Applicant requests that the Court award Applicant conditional rights for that portion of these water rights not decreed as absolute. 8. Names of structures to be augmented (the “subject wells”): A. Julesburg Well No. 3; B. Julesburg Well No. 4; C. Julesburg Well No. 5; D. Nein Well; E. South Reservation West Well; F. South Reservation Middle Well; G. South Reservation East Well; H. Julesburg Well No. 6; I. Julesburg Well No. 7; J. Julesburg Well No. 8. Are there other water rights diverted from the structures? Yes. 9. Previous decree(s) for water right(s) to be used for augmentation: Applicant proposes to augment the out-of-priority depletions associated with the pumping of the subject wells by utilizing recharge credits to which Applicant is entitled from the following cases, all of which are in the District Court, Water Division No. 1: (1) the Julesburg Irrigation District’s Consolidated Case Nos. 95CW283 and 03CW450; (2) Lower South Platte Water Conservancy District Water Activity Enterprise Case No. 02CW320; and (3) Sedgwick County Well Users Inc. Case No. 03CW209. Applicant also seeks the right to use, either permanently or temporarily, for augmentation, replacement, and/or recharge in this plan for augmentation, waters that have been decreed for or changed to fully consumptive uses, or are fully consumptive by their nature, such as transbasin water, that can be used to replace out-of-priority depletions associated with the pumping of the subject wells. Further, Applicant seeks approval of its right to use other sources of water that may be acceptable to the State Engineer as substitute supply water in accordance with § 37-92-308, C.R.S. 10. Statement of Plan for Augmentation: Pumping of the subject wells will cause depletions to the South Platte River. The purpose of this plan is to replace depletions in time, location and amount so as to prevent injury to vested water rights and decreed conditional water rights. Applicant shall measure the amount of water pumped with totalizing flow meters or such other meters or measuring devices that are acceptable to the Division Engineer. The amount pumped shall be considered 100% depletive to the river. The timing of delayed depletions associated with the pumping of the

81

subject wells will be computed by the alluvial aquifer option based on the Glover equation of the CSU Integrated Decision Support Group's AWAS (Alluvial Water Accounting System). Applicant shall only pump the subject wells pursuant to the water rights requested herein when sufficient augmentation water is available from the sources described in paragraph 9 above to replace any out-of-priority depletions that may result from said pumping. Applicant recognizes that further and different requirements may be imposed, and that the engineering assumptions and methodology will be developed and refined as this case proceeds. Applicant reserves the right to adopt different engineering assumptions and/or methodologies acceptable to the court. 11. Landowners: Julesburg Irrigation District, 315 Cedar Street, Julesburg, CO 80737; All individuals listed as parties in Consolidated Case Numbers 2003CW450 and 95CW283, which list is attached hereto as Exhibit B; Groundwater Appropriators of the South Platte River Basin (“GASP”), 219 E. Railroad Avenue, Fort Morgan, CO 80701; District 64 Reservoir Company, 100 Broadway Plaza, Sterling, CO 80751; Slash-I-Jay, Inc., c/o Ole Johnson, 102 S. McKinstry Ave., Sedgwick, CO 80749; John Lechman, 14890 Highway 59, Sedgwick, CO 80749; David Nein, 2859 County Rd. 26, Sedgwick, CO 80749; Parker Land and Cattle Co., 12380 County Rd. 28, Ovid, CO 80744. 06CW288 CITY AND COUNTY OF BROOMFIELD, a County and Colorado municipal corporation, c/o Director of Public Works, One Descombes Drive, Broomfield, Colorado 80038-1415, Telephone: (303) 469-3301, and HYDROSOURCE ACQUISITIONS, INC., a Michigan corporation, c/o Matthew J. Deibel, Pulte Home Corporation, 365 Inverness Parkway, Suite 150, Telephone: (303) 268-3723. Attorneys for City and County of Broomfield: Harvey W. Curtis, Esq., 8310 South Valley Highway #230, Englewood, Colorado 80112, Telephone: (303) 292-1144. Attorneys for Hydrosource Acquisitions, Inc., Peggy E. Montaño, Esq., Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203, Telephone: (303) 861-1963. APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT AND CONDITIONAL APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE, in WELD COUNTY. 2. CONDITIONAL WATER STORAGE RIGHT. 2.a. Name of Reservoir: Heit Pit. 2.b. Legal Description of Reservoir: The Heit Pit is a gravel pit reservoir to be constructed with a slurry wall and to be located in the South 1/2 of the Northeast 1/4, and the North 1/2 of the Southeast 1/4 of Section 13, Township 2 North, Range 67 West of the 6th P.M., Weld County, Colorado, more particularly described on Exhibit A attached to the application. A map of the subject property is attached as Exhibit B attached to the application. 2.c. Legal Description of Diversion Point(s) for filling structures: 2.c.(1) Lupton Bottom Ditch, whose headgate is located just north of Wattenburg, Colorado on the west bank of the South Platte River in the Northwest Quarter of the Northwest Quarter of the Southwest Quarter of Section 19, Township 1 North, Range 66 West, of the 6th P.M. 2.c.(2) Meadow Island No. 1 Ditch, whose headgate is located on the northwest bank of the South Platte River in the Southwest Quarter of Section 19, Township 2 North, Range 66 West, of the 6th P.M. 2.c.(3) The South Platte Wellfield/Wells, to be located on the southwest bank of the South Platte River in the Southwest 1/4 of the Southwest 1/4 of Section 18, Township 2 North, Range 66 West of the 6th P.M. 2.c.(4) Little Dry Creek Diversion and/or Wellfield/Wells, to be located in the Northwest 1/4 of the Southeast 1/4 of Section 13, Township 2 North, Range 67 West of the 6th PM. 2.d. Source of Water: The South Platte River and its tributaries, including Little Dry Creek and Big Dry Creek. 2.e. Date of Appropriation: August 4, 2006. 2.e.(1) How appropriation was initiated: By execution of a Purchase and Sale Agreement for the Heit Pit site between SW Chambers, LLC and Applicant Hydrosource Acquisitions, Inc. 2.e.(2) Date water was applied to beneficial use: Not applicable. 2.f. Amount claimed: 1,560 acre

82

feet, conditional, with the right to fill and refill continuously through each filling structures. The filling structures are: the Lupton Bottom Ditch at a filling rate of 115 c.f.s.; the Meadow Island Ditch at a filling rate of 50 c.f.s.; the South Platte Wellfield/Wells at a filling rate of 10 c.f.s., conditional; and the Little Dry Creek Diversion and/or Wellfield/Wells at a filling rate of 31 c.f.s., conditional. 2.g. Use: All municipal purposes, including irrigation, lake level maintenance, domestic, industrial, industrial and mining uses in conjunction with gravel mining operations, dust suppression, reclamation, sand and gravel washing, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes. The water will also be used for exchange, for replacement, and for augmentation purposes, including, but not limited to the exchange applied for in Case No. 2004CW310. Applicants ask the Court to decree that they have the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise, to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.h. Place of use. The place of use for the conditional water storage right applied for herein shall be any place served in the present or in the future by the City and County of Broomfield. 3. CONDITIONAL APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE. 3.a. Name of structure: South Platte - Little Dry Creek Exchange. 3.a.(1) Location of Exchange Reach: The South Platte - Little Dry Creek Exchange reach extends from the confluence of Little Dry Creek and the South Platte River, described in paragraph 3.a.(1)(a), below, up Little Dry Creek to the Little Dry Creek Diversion and/or Wellfield/Wells described in paragraph 2.c.(4), above. Under the exchange, Applicants will divert by exchange up to 31 c.f.s. of water at the Little Dry Creek Diversion and/or Wellfield/Wells. Substitute supplies will be made available from the sources described in paragraph 3.a.(1)(c), below, above the calling right when this exchange is operated. 3.a.(1)(a) Downstream terminus of exchange: The confluence of Little Dry Creek and the South Platte River is located on the west bank of the South Platte River in the South 1/2 of the Northeast 1/4 of Section 12, Township 2 North, Range 67 West, of the 6th PM. The approximate location of said point is shown on Exhibit B attached to the application. 3.a.(1)(b) Upstream terminus of exchange: The Little Dry Creek Diversion and/or Wellfield/Wells described in paragraph 2.c.(4), above. 3.a.(1)(c) Source of substitute supply: Decreed consumptive use water, effluent and/or other sources of replacement water approved by the Division Engineer. 3.a.(1)(d) Date of initiation of appropriation: December 28, 2006 is the date of initiation of appropriation for the amount of 31 c.f.s., conditional, claimed in this Application for the South Platte- Little Dry Creek exchange. 3.a.(1)(e) Amount claimed: Applicants seek 31 c.f.s., conditional, for the South Platte - Little Dry Creek Exchange. Applicants propose that, at times, this exchange will be operated in conjunction with the exchanges claimed by Applicant City and County of Broomfield in Case No. 2004CW310. 3.a.(1)(f) Uses or proposed uses: All municipal purposes, including irrigation, lake level maintenance, domestic, industrial, industrial and mining uses in conjunction with gravel mining operations, dust suppression, reclamation, sand and gravel washing, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes. The water will also be used for exchange, for replacement, and for augmentation purposes, including, but not limited to the exchange applied for in Case No. 2004CW310. Applicants ask the Court to decree that they have the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise, to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case for this exchange. 3.a.(1)(g) Places of use: The place of use for the appropriative right of exchange applied for herein shall be any place served in the present or the future by the City and County of Broomfield. 4. Name and address of apparent owners of land on which structures are or will be located: 4.a. Heit Pit: SW Chambers, LLC, a Colorado limited

83

liability company, 333 W. Hampden, Suite 810, Englewood , Colorado 80110. (The Heit Pit is subject to an August 4, 2006 Purchase and Sale Agreement with Applicant Hydrosource Acquisitions Inc.) 4.b. Lupton Bottom Ditch headgate: Lupton Bottom Ditch Company, c/o Howard (“Corky”) Cantrell, 11016 Weld County Road 23, Ft. Lupton, Colorado 80621. 4.c. Meadow Island No. 1 Ditch headgate: Meadow Island No. 1 Ditch Company, c/o Richie Pyeatte, 9826 Highway 66, Platteville, Colorado 80651. 4.d. South Platte Wellfield/Wells: Darrell L. Bearson and Nelva M. Bearson, 9208 Weld County Road 25, Fort Lupton, Colorado; Ground Water Management Subdistrict of the Central Colorado Water Conservancy District, 3209 West 28th Street, Greeley, Colorado 80631. 4.e. Little Dry Creek Diversion and/or Wellfield/Wells: Meadow Island No. 1 Ditch Company, c/o Richie Pyeatte, 9826 Highway 66, Platteville, Colorado 80651; SW Chambers, LLC, a Colorado limited liability company, 333 W. Hampden, Suite 810, Englewood , Colorado 80110. Applicants will enter into appropriate agreements with the respective owners prior to Applicants’ use of any structures listed in this paragraph 4. Number of pages of Application: 8 pages (2 pages of exhibits). 06CW289 HIWAN COUNTRY CLUB, INC., Hiwan Country Club, Inc., 30671 Clubhouse Lane, Evergreen, CO 80439, (303) 674-3366, APPLICATION FOR WATER RIGHTS, CHANGE OF WATER RIGHTS AND CONDITIONAL APPORPRIATIVE RIGHTS OF EXCHANGE IN DENVER AND JEFFERSON COUNTIES. Please forward all correspondence or inquiries regarding this matter to attorneys for the Applicant: Carolyn F. Burr, Esq., and James M. Noble, Esq., Ryley Carlock & Applewhite, 1999 Broadway, Suite 1800, Denver, Colorado 80202, (303) 863-7500. 2. First Claim for Relief: Appropriation of Conditional Storage Rights. 2.1 Hiwan seeks conditional water storage rights for seven reservoirs located on Troublesome Creek, a tributary of Bear Creek, in Jefferson County, Colorado. A map showing the location of the reservoirs is attached hereto as Exhibit A. The Applicant initiated these appropriations by formation of the intent to appropriate water and by filing this Application. All steps required to initiate the appropriations were completed on or before December 28, 2006. The conditional storage rights being sought by the Applicant are as follows: 2.1.1 Hiwan Reservoir No. 1 First Enlargement: The left abutment of the embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 47°23’00” East, 870 feet. The amount of water claimed for this reservoir is 15 acre-feet, conditional, from Troublesome Creek. Hiwan claims the right to fill and refill this reservoir. The amount claimed is in addition to the water right previously decreed in Case No. 93CW066 with a priority date of September 7, 1994. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir legally and physically available in priority. 2.1.2 Hiwan Reservoir No. 8 Second Enlargement: The reservoir outlet is located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 42°30’00” West, 4,480 feet. The amount of water claimed for this reservoir is 15 acre-feet, conditional, from Troublesome Creek. Hiwan claims the right to fill and refill this reservoir. The amount claimed is in addition to the water rights previously decreed in Case No. 93CW066 and Case No. 94CW150, each with a priority date of September 7, 1994. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir legally and physically available in priority. 2.1.3 Hiwan Reservoir No. 9: The reservoir outlet will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 24°30’00” East, 1,250 feet. The amount claimed is 70 acre-feet, conditional, from Troublesome Creek. Hiwan claims the right to fill and refill this reservoir. The amount claimed is in addition to the water right previously decreed in Case No. 94CW150 with a priority date of September 7, 1994. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir legally and physically available in priority. 2.1.4 Hiwan Reservoir No. 10: The reservoir outlet will be

84

located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 32°45’00” West, 1,930 feet. The amount claimed is 46 acre-feet, conditional, from Troublesome Creek. Hiwan claims the right to fill and refill this reservoir. The amount claimed is in addition to the water right previously decreed in Case No. 94CW150 with a priority date of September 7, 1994. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir available in priority. 2.1.5 Hiwan Reservoir No. 11: The left abutment of the dam embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 33°3’00” West, 2,800 feet. The amount claimed is 50 acre-feet conditional. Hiwan claims the right to fill and refill this reservoir. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir available in priority. 2.1.6 Hiwan Reservoir No. 12: The left abutment of the dam embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 36°26’00” West, 3,400 feet. The amount claimed is 20 acre-feet conditional. Hiwan claims the right to fill and refill this reservoir. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir available in priority. 2.1.7 Hiwan Reservoir No. 13: The left abutment of the dam embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 39°43’00” West, 3,975 feet. The amount claimed is 20 acre-feet conditional. Hiwan claims the right to fill and refill this reservoir. Since this is an on-channel reservoir, the rate of filling will be the amount of inflow to the reservoir available in priority. 2.2 Appropriation Date: The appropriation date for each of the conditional storage rights described in paragraphs 2.1.1 through 2.1.7 is December 28, 2006. 2.3 Claimed Uses: Hiwan will use the storage rights claimed herein for all beneficial uses related to its operations, including, but not limited to, irrigation, watering of golf course, parks, and grounds, maintenance of adequate storage reserves, fire protection, recreation, fish and wildlife, aesthetics, replacement, exchange, augmentation, and the right to totally consume the consumable portions of this water, either by first use or successive use. 2.4 Proposed Terms and Conditions: Terms and conditions imposed on the Subject Water Rights shall include the following: 2.4.1 The December 28, 2006 priority date of the conditional water storage rights sought in this application shall establish their relative priority among all other decreed water rights or conditional water rights for which applications were filed in Water Division No. 1 in 2006, but shall be junior to all decreed water rights and conditional water rights filed in previous calendar years. 2.4.2 These conditional water storage rights are individual features of the Applicant’s integrated water supply system. Accordingly, in future determinations of reasonable diligence, work on any one feature of the Applicant’s water supply system shall be considered in finding diligence has been shown in the development of all features of the Applicant’s water supply system. 3. Second Claim for Relief: Change of Water Right: 3.1 Decreed Name of Structure for which Change is Sought: The Harriman Ditch. The Harriman Ditch has two decreed points of diversion. One point of diversion is located on the south bank of Bear Creek, in Section 2, Township 4 South, Range 70 West of the 6th P.M. Jefferson County, Colorado (the “Harriman Bear Creek Diversion”). The second point of diversion is located on the south bank of Turkey Creek, near the Southwest corner of Section 6, Township 5 South, Range 69 West of the 6th P.M. in Jefferson County, Colorado (the “Harriman Turkey Creek Diversion”). The Harriman Ditch is owned by the Harriman Ditch Company, a mutual ditch company and Colorado corporation that has 400 shares of capital stock. Hiwan owns 12 shares out of the total 400 shares in the Harriman Ditch Company. 3.2 Prior Decrees: 3.2.1 Harriman Ditch Priority No. 21. On February 4, 1884, the District Court for Arapahoe County entered a decree in Case No. 6832, Water District No. 9, for a water right of 10.75 c.f.s. out of Turkey Creek, a tributary of the South Platte River, with an appropriation date of April 15, 1868. 3.2.2 Harriman Ditch Priority No. 23. On February 4, 1884, the District Court for Arapahoe County entered a decree in Case No. 6832, Water District No. 9, for a water right of 7.94 c.f.s. out of Bear Creek, a tributary

85

of the South Platte River, with an appropriation date of March 16, 1869. 3.2.3 Harriman Ditch Priority No. 25. On February 4, 1884, the District Court for Arapahoe County entered a decree in Case No. 6832, Water District No. 9, for a water right of 25.54 c.f.s. out of Bear Creek, a tributary of the South Platte River, with an appropriation date of May 1, 1871. 3.2.4 Harriman Ditch Priority No. 30. On February 4, 1884, the District Court for Arapahoe County entered a decree in Case No. 6832, Water District No. 9, for a water right of 12.87 c.f.s. out of Bear Creek, a tributary of the South Platte River, with an appropriation date of May 1, 1882. 3.3 Historic Use: The 12 shares owned by Hiwan have historically been used to irrigate approximately 162.9 acres of land, within a parcel 240 acres in size. The historically irrigated parcel consists of the Northwest quarter of Section 11 and the South half of the Northeast Quarter of Section 10, Township 5 South, Range 69 West, of the 6th P.M. In addition to the historically irrigated land, a pond named “Lake’s Lake,” with a surface area of approximately 26.4 acres, and sloughs with a surface area of approximately 13.3 acres existed on the parcel during the period of historic irrigation. A portion of another reservoir, named “Henry Lake,” also existed (and continues to exist) on the parcel, but is not associated with Hiwan’s 12 shares. A map depicting the historically irrigated area is attached here to as Exhibit B. The diversion records are attached hereto as Exhibit C. 3.4 Proposed Changes: 3.4.1 Alternate Points of Diversion and Storage: Through this application, Hiwan seeks to add the following alternate points of diversion and storage for its 12 shares of the Harriman Ditch water rights: A. Soda Lakes Reservoirs. The decreed point of diversion for the Soda Lakes Reservoirs is the Harriman Ditch headgate, located on the south bank of Bear Creek, in the Northeast quarter of the Northeast quarter of Section 2, Township 5 South, Range 70 West of the 6th P.M., in Jefferson County Colorado. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado. B. Bear Creek Reservoir. Bear Creek Reservoir is located in portions of Sections 31 and 32, Township 4 South, Range 69 West of the 6th P.M.; portions of Sections 5 and 6, Township 5 South, Range 69 West of the 6th P.M.; and portions of Section 1, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado. C. Cooley Reservoir No. 1. This is a proposed reservoir to be located in portions of the Southeast quarter of the Northeast quarter and the North half of the Southeast quarter of Section 10 and the West half of the West half of the Northwest quarter of Section 11, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado. The proposed points of diversion are as follows: i.) The Town of Morrison Intake on Bear Creek, located at a point on the south bank of Bear Creek in the Southwest quarter of the Southeast quarter of Section 34, Township 4 South, Range 70 West of the 6th P.M., in Jefferson County, Colorado, at a point whence the Southeast corner of said section bears North 79°28’00” East, 2,452.5 feet. ii.) The proposed Town of Morrison Intake No. 2 on Bear Creek, located on the south bank of Bear Creek in the Northwest quarter of the Northwest quarter of Section 2, Township 5 South, Range 70 West of the 6th P.M., in Jefferson County, Colorado, at a point whence the Northwest corner of said section bears North 1°30’00” West, 150 feet. D. Cooley Reservoir No. 2. This is a proposed reservoir to be located in portions of the North half of the Northeast quarter of Section 10 and the West half of the West half of the Northwest quarter of Section 11, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado. The proposed points of diversion for Cooley Reservoir No. 2 are the same as the proposed points of diversion for Cooley Reservoir No. 1, further described in paragraph 3.4.1(C)(i) and (ii) above. E. Hiwan Reservoir No. 1 (Emerald Lake) (including the Enlargement). The reservoir outlet is presently located at a point whence the Northeast Corner of Section 29, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 67°00’00” East, 750 feet. In Case No. 93CW66, the Water Court for Water Division No. 1 entered a decree granting a water right for Hiwan Reservoir No. 1, in the amount of 33.5 acre-feet, absolute. F. Hiwan Reservoir No. 4 (Soda Creek Lake). The high water line of the left abutment of the dam is located at a point whence the East quarter corner of Section 24, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 0°00’ East,

86

715 feet. In Case No. 93CW66, the Water Court for Water Division No. 1 entered a decree granting a water right for Hiwan Reservoir No. 4, in the amount of 37.05 acre-feet, absolute. G. Hiwan Reservoir No. 5 (Boat Lake). The high water line of the left abutment of the dam is located at a point whence the Southeast corner of Section 20, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears South 76°02’00” East, 2,288 feet. In Case No. 93CW66, the Water Court for Water Division No. 1 entered a decree granting a water right for Hiwan Reservoir No. 5, in the amount of 4.83 acre-feet, absolute. H. Hiwan Reservoir No. 6 (Island Lake). The high water line of the left abutment of the dam is located at a point whence the Northeast corner of Section 29, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 85°09’00” East, 1,783 feet. In Case No. 93CW66, the Water Court for Water Division No. 1 entered a decree granting a water right for Hiwan Reservoir No. 6, in the amount of 31.81 acre-feet, absolute. I. Hiwan Reservoir No. 7 (Seven Lake). The high water line of the left abutment of the dam is located at a point whence the Northeast corner of Section 29, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 50°50’00” East, 1,244 feet. In Case No. 93CW66, the Water Court for Water Division No. 1 entered a decree granting a water right for Hiwan Reservoir No. 7, in the amount of 14.84 acre-feet absolute. J. Hiwan Reservoir No. 8 (Spray Pond) (including first and second enlargements). The outlet is located at a point whence the Northwest corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 42°30’00” West, 4,480 feet. In Case No. 93CW66, the Water Court for Water Division No. 1 entered a decree granting a water right for Hiwan Reservoir No. 8, in the amount of 6.10 acre-feet, absolute. In Case No. 94CW150, the Water Court for Water Division No. 1 entered a decree granting a water right for the First Enlargement of Hiwan Reservoir No. 8, in the amount of 30 acre-feet, conditional. K. Hiwan Reservoir No. 9. The outlet is located at a point whence the Northwest corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 24°30’00” West 1,250 feet. In Case No. 94CW150, the Water Court for Water Division No. 1 entered a decree granting a water right Hiwan Reservoir No. 9, in the amount of 70 acre-feet, conditional. L. Hiwan Reservoir No. 10. The outlet is located at a point whence the Northwest corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, bears North 32°45’00” West 1,930 feet. In Case No. 94CW150, the Water Court for Water Division No. 1 entered a decree granting a water right Hiwan Reservoir No. 10, in the amount of 46 acre-feet, conditional. M. Hiwan Reservoir No. 11. The left abutment of the embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 33º3’00” West 2,800 feet. The amount claimed is 50 acre feet, conditional. N. Hiwan Reservoir No. 12. The left abutment of the embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 36º26’00” West, 3,400 feet. The amount claimed is 20 acre-feet, conditional. O. Hiwan Reservoir No. 13. The left abutment of the embankment of the dam will be located at a point whence the Northwest Corner of Section 28, Township 4 South, Range 71 West of the 6th P.M. bears North 39º43’00” West, 3,975 feet. The amount claimed is 20 acre feet, conditional. P. West Jefferson County Metropolitan District Wastewater Treatment Plant Afterbay (“Metro District Afterbay”). This is an unadjudicated pumping plant located on Troublesome Creek in the Northeast quarter of the Northeast quarter of Section 33, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado. 3.4.2 Change in Type of Use. Through this application, Hiwan seeks to change the type of use of its interest in the Harriman Ditch Water Rights so that, in addition to the currently-decreed uses, the historic depletions attributable to the Subject Water Rights may be used directly or stored and subsequently used, reused, and successively used to extinction for golf course irrigation purposes, including, without limitation, watering of the golf course, parks, lawns, and grounds, recreation, aesthetics, replacement of evaporative losses, exchange, and for augmentation purposes. 3.4.3 Change in Place of Use.

87

Through this application, Hiwan seeks to change the place of use of the its 12 shares of the Harriman Ditch Water Rights to the Hiwan Country Club, which is generally located in Sections 20, 21, 28, 29, 32, and 33, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, and to the places of storage described in paragraph 3.4.1 above. 3.5 Proposed Terms and Conditions. Terms and conditions imposed on the change of Hiwan’s interest in the Harriman Ditch Water Rights shall include the following: 3.5.1 Maximum annual volumetric diversions at the alternate points of diversion either directly and/or through exchange will be imposed, based on historic use of the Subject Water Rights. 3.5.2 Twenty year maximum diversion limitations will be imposed. 3.5.3 Maximum monthly diversion limitations will be imposed. 3.5.4 Diversions may only take place during the historic irrigation season, unless the water attributable to Hiwan’s 12 shares in the Harriman Ditch Water Rights has been stored in any of the alternate points of diversion and storage described in paragraph 3.4.1, in which case water may be released from storage at any time. 3.5.5 Maximum net depletions will be established for the diversion season when there is a valid downstream call on the South Platte River, Bear Creek and/or Turkey Creek. 3.5.6 Return flow replacements will be made during the winter season when there is a valid downstream call. 3.5.7 Hiwan will obtain permission from the owners of the structures listed herein prior to using said structures. 3.5.8 Hiwan will continue to pay its pro rata share of all operation and maintenance expenses of the Harriman Ditch Company. 4. Third Claim for Relief: Appropriative Rights of Exchange. Hiwan seeks conditional, appropriative rights of exchange as described below. The source of exchange is Hiwan’s interest in the Harriman Ditch, described in paragraph 3.1 and 3.2, above. 4.1 Structures Involved in Exchanges. A general location map depicting the structures and reaches of the exchanges is attached as Exhibit D. 4.1.1 Harriman Bear Creek Diversion. This structure is described in paragraph 3.1 above. 4.1.2 Confluence of Bear Creek and Turkey Creeks. When some or all of the substitute supply for the exchange is provided through foregone diversions from the Harriman Ditch at the Harriman Turkey Creek Diversion, the downstream terminus of the exchange reach is the confluence of Bear Creek and Turkey Creeks, which is located at Bear Creek Lake, in Section 5, Township 5 South, Range 69 West of the 6th P.M. in Jefferson County, Colorado (the “Confluence”). 4.1.3 Soda Lakes Reservoirs. These reservoirs are described in paragraph 3.4.1(A) above. 4.1.4 Cooley Reservoir Nos. 1 and 2. These reservoirs are described in paragraphs 3.4.1(C) and (D) above. 4.1.5 Hiwan Reservoir Nos. 1 and 4 through 13. These reservoirs are described in paragraphs 3.4.1(E) through (P) above. 4.1.6 West Jefferson County Metropolitan District Wastewater Treatment Plan Afterbay. This structure is described in paragraph 3.4.1(P) above. 4.2 Description of Exchanges. 4.2.1 Water lawfully stored by Hiwan in Soda Lakes Reservoir may be exchanged as follows: A. By the release of water from Soda Lakes into the Harriman Ditch, and by exchanging that quantity of water (that otherwise would have been diverted into the Harriman Ditch) upstream on Bear Creek from the headgate of the Harriman Ditch to one or more of the points of diversion listed in paragraph 4.2.1(C), below. B. By the release of water from Soda Lakes and delivering the same to Turkey Creek near the Southwest 1/4 of Section 6, Township 5 South, Range 69 West of the 6th Principal Meridian in Jefferson County, Colorado, and then delivering the water down Turkey Creek to its confluence and exchanging the water upstream on Bear Creek to one or more of the points of diversion listed in paragraph 4.2.1(C), below. C. The upstream points of diversion on Bear Creek and its tributary Troublesome Creek to which water lawfully stored by Hiwan in Soda Lakes Reservoirs may be exchanged are: (i) Cooley Reservoirs Nos. 1 and 2 through the Town of Morrison Intakes on Bear Creek; (ii) West Jefferson County Metropolitan District Wastewater Treatment Plant afterbay on Troublesome Creek; and (iii) the Hiwan Reservoirs No. 1 and 4-13 on Troublesome Creek, including the Enlargements of Hiwan Reservoirs Nos. 1 and 8. 4.2.2 Water lawfully stored by Hiwan in Bear Creek Reservoir may be released to Bear Creek and then be diverted by exchange upstream on Bear Creek to the following locations: (1) The Cooley Reservoirs No. 1 and 2 through the Town of Morrison Intakes on Bear Creek; (2) upstream on Bear Creek to its

88

confluence with Troublesome Creek, and then upstream on Troublesome Creek and its tributaries to the West Jefferson County Metropolitan District Wastewater Treatment Plant afterbay; and (iii) the Hiwan Reservoirs No. 1 and 4-13, including the First Enlargements of Hiwan Reservoirs Nos. 1 and 8 and the additional enlargement of Hiwan Reservoir No. 8 described in paragraph 2.1.2 above. 4.2.3 Water lawfully stored by Hiwan in Cooley Reservoirs No. 1 or 2 may be released to Bear Creek and then be diverted by exchange upstream on Bear Creek to its confluence with Troublesome Creek, and then upstream on Troublesome Creek and its tributaries to the West Jefferson County Metropolitan District Wastewater Treatment Plant after-bay and/or the Hiwan Reservoirs No. 1 and 4-13. 4.2.4 Water lawfully stored by Hiwan in Hiwan Reservoirs No. 1 (including the First Enlargement), No. 4, No.5, No. 6, No. 7, No. 8 (including the First Enlargement and the Second Enlargement), No. 9, No. 10, No. 11, No.12, and No.13 may be exchanged upstream and downstream on Troublesome Creek between each such reservoir. 4.2.5 Rates of Exchanges. A. For the exchange of direct flow water upstream from the Harriman Ditch to the points of diversion and storage identified in paragraph 4.2.1(C), the maximum rate shall be 2.285 c.f.s. B. For the exchange of stored water from Bear Creek Reservoir, Cooley Reservoirs No. 1 or 2, or Soda Lakes to the West Jefferson County Metropolitan District Wastewater Treatment Plant afterbay or to the Hiwan Reservoirs located on Troublesome Creek, the maximum rate of exchange shall be the lesser of the maximum release rate of the releasing reservoir or 10.0 c.f.s., provided, however, that in no event shall diversions by exchange at the West Jefferson County Metropolitan District Wastewater Treatment Plant afterbay exceed 1.5 c.f.s. C. For exchange of stored water between the Hiwan Reservoirs 1 and 4 through 13, the maximum exchange rate shall be the lesser of the maximum release rate of the reservoir from which water is to be released or the maximum rate of inflow into the reservoir into which the water is being exchanged, provided that intervening senior water rights that are lawfully calling for water are satisfied. 4.2.6 Use of Exchanged Water. The exchanged water will be used for golf course irrigation purposes, storage, including but not limited to storage at the locations described in paragraph 3.4.1 above, and augmentation purposes. 4.2.7 Date of Appropriation. December 28, 2006. 4.3 Proposed Terms and Conditions Governing the Exchanges: Terms and conditions imposed on the exchanges claimed herein shall including the following: 4.3.1 The reaches of the stream system over which these Conditional Rights of Exchange shall operate are (1) from the headgate of the Harriman Ditch on Bear Creek which is the downstream terminus of the exchange reaches; (2) from the confluence of Turkey Creek and Bear Creek when water is released from Soda Lakes into the Harriman Ditch, then into Turkey Creek and delivered downstream to the Confluence, and (3) then upstream on Bear Creek to the receiving facilities identified in paragraph 4.2.1(C), which are the upstream termini of the exchange reaches. Although not specifically applied for herein, subject to the rate-of-flow limitations in paragraph 4.2.5, these exchanges may also occur whenever Hiwan is able, by mutual agreement with other entities possessing points of diversion for direct flow or storage water rights within the described exchange reaches, to exchange Hiwan’s water with water of such entities. Exchanges may also occur under such other lawful conditions as allowed by the Division Engineer. For all such exchanges, the source of substitute supply shall be Hiwan’s interest in the Harriman Ditch. 4.3.2 The exchanges may be carried out when in priority and when a live stream exists between the upstream and downstream points of the exchange, and all intervening senior water rights are satisfied. In addition, exchange of Harriman Ditch Water Rights not previously reduced to storage shall be permitted only during March 1st through October 31st and shall be limited to the maximum rate of flow stated in paragraph 4.2.5, above. 4.3.3 Hiwan’s conditional appropriative rights of exchange are appropriative water rights and like other appropriative water rights, will be exercised within the priority system so that Hiwan’s rights of exchange are subject to the legitimate call of water rights senior to the priority date of Hiwan’s right of exchange. Likewise, Hiwan is entitled to exercise its priority to curtail diversions by water rights junior to its rights of exchange. Hiwan shall provide the Water Commissioner with prior notice of any anticipated

89

exchanges. 4.3.4 Hiwan’s appropriative rights of exchange are features of Hiwan’s water supply system. Accordingly, in future determinations of reasonable diligence, work on any one feature of Hiwan’s water supply system shall be considered in finding diligence has been shown in the development of all features of Hiwan’s water supply system. 4.4 Owners of Facilities. 4.4.1 Soda Lakes Reservoirs, Soda Lakes Reservoir and Mineral Water Company, c/o Jerry Foster, 1600 West 12th Avenue, Denver, CO 80254; 4.4.2 Town of Morrison Intakes on Bear Creek, Town of Morrison, 116 Stone Street, Morrison, CO 80465; 4.4.3 Hiwan Reservoirs No. 1, 4 and 6 through 13, Hiwan Country Club, Inc., 30671 Club House Lane, Evergreen, CO 80439; 4.4.4 Hiwan Reservoir No. 5, Hiwan Sixth Filing, Phase I Homeowners Association, c/o William C. Gibson, Secretary, 31646 Broadmoor Drive, Evergreen, CO 80439; 4.4.5 West Jefferson County Metropolitan District Wastewater Treatment Plan Afterbay, West Jefferson County Metropolitan District, 1500 Alpenglow Court, Evergreen, CO 80439; 4.4.6 Bear Creek Reservoir, US Army Corps of Engineers, Omaha District, 13410 Morrison Road, Lakewood, CO 80228; 4.4.7 Cooley Reservoirs No. 1 and 2, Town of Morrison, 321 Colorado State Highway 8, Morrison, CO 80465, WCR, Inc., 3605 South Teller St., Lakewood, CO 80235. ACCORDINGLY, Hiwan requests that the Court enter a decree granting this application for change of water rights and for conditional rights of exchange as requested herein. 06CW290, Horizon Turf Nursery (“Horizon”), Attn: Mr. Dick Ruppel, 15470 Road 11, Fort Morgan, CO 80701, Phone numbers: (970) 867-2115, (303) 472-2322. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION IN MORGAN COUNTY. 2. Structures to be augmented: A. Peif Well No. 1 (Permit R-10438-RF) and Peif Well No. 2 (Permit No. 13398-F-R) decreed October 30, 1974 in W-1977 filed on February 22, 1972. Relevant decree information is contained in the following table:

Structure Location NW1/4 NW1/4 Sec 13 T.3N. R.59W. 6th P.M.

Amount (c.f.s.)

Approp. Date/ Use

Peif Well No. 1 101 ft. E. & 12 ft. S. of NW Corner of Sec. 13

1.77 June 1, 1955 (Irrigation)

Peif Well No. 2 690 ft. S. & 25 ft. E. of NW Corner of Sec. 13

.778 June 1, 1966 (Feedlot) June 1, 1969 (Irrigation)

B. New, Supplemental or Replacement Wells: In addition to the wells identified above, Applicant requests approval for procedures to add additional wells, including any new, supplemental or replacement wells as structures to be augmented under this plan. 3. Water Rights to be used for Augmentation. Applicant may use the following sources as a substitute supply for replacement of out of priority depletions. A. Recharge Credits. Applicant has entered into lease agreements with land owners for the lease of recharge/augmentation credits that are presently being adjudicated or have been adjudicated in Case No. 2003CW406, Water Division No. 1. Diversions to recharge occur through the Bijou Canal which diverts from the south side of the South Platte River in the NE1/4 of the NE1/4 of Section 13, T4N, R63W, of the 6th P.M. with an appropriation date of December 5, 2003. B. Excess augmentation credits in Bijou Irrigation Company. One alternative potential source of replacement water for this plan is excess augmentation credits that may be purchased from the Bijou Irrigation Company (“Bijou”), to the extent that any such credits may be available and are actually purchased from Bijou in accordance with written agreements between Applicant and Bijou. C. Applicant requests approval of procedures to allow additional or alternative sources of replacement water to be added to this plan, including water leased on a yearly or less frequent basis, after the initial decree is entered. D. If Applicant’s augmentation and replacement sources exceed depletions generated under this

90

plan, Applicant claims the right to capture, store, and reuse to extinction any such excess sources, including recharge accretions, either directly or by exchange. 4. Description of Plan for Augmentation. Applicant seeks approval of a plan for augmentation to replace out of priority depletions associated with the diversion and use of water for irrigation of a sod turf pond located in the NW1/4 of Sec. 13, Township 3 N., Range 59 W. of the 6th P. M. in Morgan County, Colorado. The subject wells are included as structures to be augmented under a separate augmentation plan applied for by the Well Augmentation Subdistrict of the Central Colorado Water Conservancy District in Case No. 2003CW99. This plan applied for herein is intended to provide supplemental augmentation coverage for the subject wells. A. Well Diversions. Peif Wells Nos. 1 and 2 are used to irrigate 130 total acres of sod on a turf farm near the town of Fort Morgan. A center pivot system is used to irrigate 120 acres of the total while the remaining 10 acres are flood irrigated. The irrigated acreage is shown on the attached Exhibit A. Well diversions under this plan may cause delayed depletions to the South Platte River. B. Replacement of Out of Priority Depletions. Applicant will account for any lagged depletions and replace such depletions with the sources identified in paragraph 3 to the extent they are out-of-priority and replacement is necessary to prevent material injury to senior water rights. C. Accounting and Reporting. Applicant will install measuring devices and provide accounting to the State and Division Engineers as may be required for operation of the plan. 5. Name and Address of Owner of the Structures: Applicant owns the wells. Adam Weimer, Jr. located at 20405 Morgan County Road 13, Fort Morgan, CO 80701, William R. McCracken located at 12031 Morgan County Road T, Fort Morgan, CO 80701 and David McCracken located at 13490 Morgan County Road T, Fort Morgan, CO 80701 and Brian McCracken located at 18794 Morgan County Road 13, Fort Morgan, CO 80701 own the recharge ponds and structures used to generate credits leased by Applicant. 06CW291 Lower Latham Reservoir Company, c/o Dennis Hoshiko, P.O. Box 398, Kersey, CO 80644. APPLICATION FOR APPROVAL OF CHANGE OF WATER RIGHTS IN WELD COUNTY. All future correspondence and pleadings to: Daniel K. Brown, Fischer, Brown & Gunn, P.C., 1319 East Prospect Road, Fort Collins, CO 80525. (970)407-9000. 2. Decreed name of structures for which change is sought: Lower Latham Ditch, and the First Drain Ditch of the Lower Latham Company a/k/a Lower Latham Drain (hereinafter “Lower Latham Drain”). 3. From previous decrees. A. The water rights of the Lower Latham Ditch were decreed in Civil Action #6009, Water District No. 2, in the District Court of Arapahoe County on April 28, 1883. The water right for the Lower Latham Drain was decreed in Civil Action #54568, Water District No. 2, Water Division No. 1, August 2, 1918. B. Decreed point of diversion: the decreed location of the Lower Latham Ditch headgate is the N.E. corner of Sec. 31, T5N, R65W of the 6th P.M., Weld County, Colorado. The Lower Latham Drain receives seepage and wastewater along its course. The decreed location of said drain is Sec. 2 and 1, T4N, R66W; Sec. 36, T5N, R66W; Section 6, T4N, R65W; Section 31 and 32, T5N, R65W, all west of the 6th P.M. A map depicting these structures is attached hereto as Exhibit A. C. Source: South Platte River for the Lower Latham Ditch. The Lower Latham Drain derives its supply from waste water and percolating drainage and seepage water gathered along its course. D. Appropriation Dates and Amounts:

Date Amount Structure

May 12, 1869 20.40 c.f.s. Lower Latham Ditch December 12, 1874 35.77 c.f.s. Lower Latham Ditch November 14, 1877 97.68 c.f.s. Lower Latham Ditch October 24, 1881 133.88 c.f.s. Lower Latham Ditch March 1, 1889 35.0 c.f.s. Lower Latham Drain

91

E. Historic Use: Applicant owns and seeks to change herein 16.5 shares (“subject water rights”) of the outstanding 200 shares of stock in Lower Latham Ditch Company. The subject water rights have historically been used as a significant source of the water used to irrigate approximately 898.2 acres lying south of the South Platte river on parcels located in T5N, R65W; T5N, R64W; T5N, R63W and T4N, R64W, all west of the 6th P.M, Weld County Colorado. The locations of the historically irrigated parcels are more particularly described as follows: Vetting Parcel (1 share)—50.5 acres in the SW1/4 of Sec. 14 and the N1/2 of the NW1/4 of Sec. 23, T5N, R65W; Water Resources/Schmidt (3.5 shares)—156.4 acres in the S1/2 of Sec. 12, T5N, R65W; Berryman Parcel (3 shares)—149.3 acres in the NE1/4 of Sec. 20, T5N, R64W; Kersey West (4 shares)—165.5 acres in the N1/2 of Sec. 21, T5N, R64W; Kersey East (1 share)—131.9 acres primarily located in the N1/2 (with a small portion in the N1/2 of the SE1/4) of Sec. 22, T5N, R64W; Shelf of Seven (3 shares)—142.3 acres in the S1/2 of the NW1/4 and the N1/2 of the SW1/4 of Sec. 1, T 4N, R64W; Shelf of Four (1 share)—102.3 acres in the SE1/4 of Sec. 31, T5N, R63W. A map depicting the locations of these historically irrigated parcels is attached as Exhibit B. Diversion records for the Lower Latham Ditch and the Lower Latham Drain are attached hereto as Exhibit C. 4. Proposed Change: Applicant seeks a decree changing the use of the subject water rights to include, in addition to existing uses, augmentation, replacement and recharge, either by direct release, following storage or by exchange, for later release, with the right to totally consume the consumable portion of the water, either by first use, reuse, successive use or disposition. In particular, Applicant seeks to use the fully consumable portion of the subject water rights as a source of augmentation water to replace out-of-priority depletions associated with the pumping of wells described in Applicant’s plan for augmentation in Case No. 03CW47, District Court, Water Division No. 1. The subject water rights will continue to be diverted pursuant to the decrees described in paragraph 3 above, and either returned directly to the South Platte River, exchanged for other waters in the Lower Latham system (this is an internal exchange not a river exchange) to allow the subject water rights to be stored in the Lower Latham Reservoir and/or delivered for recharge purposes to recharge structures that can be supplied by the Lower Latham Reservoir and/or the Lower Latham Ditch, including recharge structures described in the application for Case No. 03CW47, and any amendments thereto (which shall include the Lower Latham Ditch itself and laterals thereto). Applicant may also claim credit for the seepage of the fully consumable portion of the subject water rights from the Lower Latham Reservoir. The Lower Latham Reservoir is located in portions of Sections 34 and 35, T5N, R65W and Section 2 and 3, T4N, R65W of the 6th P.M. The Lower Latham Ditch is located in Sections 27-32, and 21-24, T5N, R65W; Sections 19-21, 26-28 and 35, T5N, R64W; Sections 1, 2 and 12, T4N, R64W; Sections 2-7, 10 and 11, T4N, R63W; and Section 32, T5N, R63W, all west of the 6th P.M. Applicant will determine the quantity of fully consumable water it is entitled to by virtue of the change of the subject water rights. The details concerning Applicant’s use of the fully consumable portion of the subject water rights for augmentation, replacement and/or exchange purposes will be set forth in Case No. 03CW47. Applicant reserves the right to convey, lease or otherwise dispose of excess fully consumable water, if any, not used by Applicant in Case No. 03CW47, specifically including the right to convey or lease excess credits for us in other augmentation plans such as Case No. 03CW404 (Union Well Augmentation Group); Case No. 04CW25 (Lower Poudre Augmentation Plan); and Case No. 03CW150 (Ogilvy Augmentation Company). Applicant will quantify the historical consumption and return flows associated with the historical use of the subject water rights, and when the subject water rights are used for augmentation, recharge, replacement or exchange purposes, will replace said return flows in time, location and quantity so as to prevent legally recognizable injury to vested water rights or decreed conditional water rights. Applicant proposes to quantify the historical consumption and return flows of the subject water rights on the basis of a parcel specific analysis of the historically irrigated parcels. Applicant will quantify the crop irrigation requirement of crops historically grown by means of modified Blaney-Criddle methodology using

92

the Integrated Decision Support Group (IDS) Consumptive Use Model developed by Colorado State University, or such other engineering methodology and programming that is acceptable to the court. Applicant will estimate farm-headgate deliveries to the historically irrigated parcels by assuming that the historically irrigated parcels each received their proportionate entitlement of diversions into the Lower Latham Ditch less 20% that shall be deducted for conveyance losses. Applicant will estimate on-farm consumption assuming a 60% maximum farm irrigation efficiency. Return flows from the historical use of the subject water rights historically accrued to the South Platte River or Box Elder Creek (for the Shelf of Four and Shelf of Seven Parcels). Applicant will quantify that portion of historical return flows that returned to the stream via surface pathways, and that which percolated into the alluvial aquifer. It will be assumed that return flows that returned to the river by surface pathways did so within hours or days, whereas the timing of underground return flow will be determined using analytical procedures developed by R.E. Glover that are incorporated into the Alluvial Water Accounting System (“AWAS”) model using the “Alluvial Aquifer” boundary condition option. Applicant will install and maintain such meters, measuring devices and other structures as may be required by the Division Engineer. Dry-up of a sufficient amount of the historically irrigated acreage necessary to prevent expanded use of the Lower Latham Ditch water rights described in paragraph 3 above has or will occur before Applicant utilizes the subject water rights for any changed purpose. Applicant has enforceable dry-up agreements for certain historically irrigated parcels, and the remaining parcels have been or will be developed and irrigation of these lands with water from the Lower Latham system has or will cease. The foregoing statement of the proposed change is provided to comply with the statutory requirements. However, Applicant recognizes that further and different requirements may be imposed, and that the engineering assumptions and methodology may be refined or revised as this case proceeds, and that Applicant may adopt different engineering assumptions and/or methodologies acceptable to the court. 5. Names and addresses of owners of the lands on which structures are or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The Lower Latham Ditch Company, c/o Jim Park, President, P.O. Box 398, Kersey, CO 80644; The Lower Latham Reservoir Company, c/o Dennis Hoshiko, P.O. Box 398, Kersey, CO 80644, The Lower Latham Extension Ditch Company, Carl Hergenreder, 32385 Weld County Rd. #50, Kersey, CO 80644. The names and address of the owners of lands that potentially qualify for inclusion in this list are included in the application filed by the Lower Latham Reservoir Company in Case No. 03CW37.

06CW292 Lower Latham Reservoir Company, c/o Dennis Hoshiko, P.O. Box 398, Kersey, CO 80644. APPLICATION FOR APPROVAL OF CHANGE OF WATER RIGHTS IN WELD COUNTY. All future correspondence and pleadings to: Daniel K. Brown, Fischer, Brown & Gunn, P.C., 1319 East Prospect Road, Fort Collins, CO 80525. (970)407-9000. 2. Decreed name of structures for which change is sought: Union Ditch. 3. From Previous Decrees: A. The water rights of the Union Ditch were decreed in Civil Action #6009, Water District No. 2, in the District Court of Arapahoe County, on April 28, 1883. B. Decreed point of diversion: the Union Ditch headgate is located in the N.E. corner of Sec. 18, T4N, R66W in the 6th P.M., Weld County, Colorado. A map of the Union Ditch is attached hereto as Exhibit A. C. Source: South Platte River. D. Appropriation Dates and Amounts:

Date Amount September 26, 1873 4.0 c.f.s. November 5, 1874 100.0 c.f.s. November 2, 1881 84.03 c.f.s.

93

E. Historic Use: Applicant owns and seeks to change herein 13.5 shares (“subject water rights”) of the outstanding 250 shares of stock in the Union Ditch Company. The subject water rights have historically been used as a significant source of the water used to irrigate approximately 351.5 acres lying south of the South Platte River on parcels located in T5N, R65W, all west of the 6th P.M, Weld County, Colorado. The locations of the historically irrigated parcels are more particularly described as follows: Vetting Parcel (1 share)—50.5 acres in the SW 1/4 of Sec. 14 and the N1/2 of the NW1/4 of Sec. 23; Western Equipment Parcel (2.5 shares)—55 acres in the N1/2 of the NW1/4 of Sec. 24; West Colo. Sq. Parcel (7 shares)—125 acres in part of the NE1/4 of Sec. 26; the Alles Parcel (2 shares)—35 acres in the NE 1/4, SE 1/4 of Sec. 22; and the Johnson Parcel (1 share)—87 acres in the N1/2 of Sec. 25. A map depicting the locations of these historically irrigated parcels is attached as Exhibit B. Diversion records for the Union Ditch are attached hereto as Exhibit C. 4. Proposed Change: Applicant seeks a decree changing the use of the subject water rights to include, in addition to existing uses, augmentation, replacement and recharge, either by direct release, following storage or by exchange, for later release, with the right to totally consume the consumable portion of the water, either by first use, reuse, successive use or disposition. In particular, Applicant seeks to use the fully consumable portion of the subject water rights as a source of augmentation water to replace out-of-priority depletions associated with the pumping of wells described in Applicant’s plan for augmentation in Case No. 03CW47, District Court, Water Division No. 1. The subject water rights will be diverted into the Union Ditch headgate pursuant to the decree described in paragraph 3 above, and either (1) delivered to and through the Lower Latham Reservoir for immediate release back to the South Platte River, (2) delivered directly to recharge structures that can be served by the Union Ditch and/or Lower Latham Ditch, including recharge structures described in the application for Case No. 03CW47, and any amendments thereto (which shall include the Lower Latham Ditch itself and laterals thereto), or (3) stored in the Lower Latham Reservoir for subsequent release to the South Platte River or to the aforementioned recharge structures for recharge purposes. Applicant may also claim credit for the seepage of the fully consumable portion of the subject water rights from the Lower Latham Reservoir. The Lower Latham Reservoir is located in portions of Sections 34 and 35, T5N, R65W and Section 2 and 3, T4N, R65W of the 6th P.M. The headgate of the Lower Latham Ditch is located in NW1/4 of the NE 1/4 of Sec. 31, T5N, R65W of the 6th P.M. The Lower Latham Ditch is located in Sections 27-32, and 21-24, T5N, R65W; Sections 19-21, 26-28 and 35, T5N, R64W; Sections 1, 2 and 12, T4N, R64W; Sections 2-7, 10 and 11, T4N, R63W; and Section 32, T5N, R63W, all west of the 6th P.M. Applicant will determine the quantity of fully consumable water it is entitled to by virtue of the change of the subject water rights. The details concerning Applicant’s use of the fully consumable portion of the subject water rights for augmentation, replacement and/or exchange purposes will be set forth in Case No. 03CW47. Applicant reserves the right to convey, lease or otherwise dispose of excess fully consumable water, if any, not used by Applicant in Case No. 03CW47, specifically including the right to convey or lease excess credits for us in other augmentation plans such as Case No. 03CW404 (Union Well Augmentation Group); Case No. 04CW25 (Lower Poudre Augmentation Plan); and Case No. 03CW150 (Ogilvy Augmentation Company). Applicant will quantify the historical consumption and return flows associated with the historical use of the subject water rights, and when the subject water rights are used for augmentation, recharge, replacement or exchange purposes, will replace said return flows in time, location and quantity so as to prevent legally recognizable injury to vested water rights or decreed conditional water rights. Applicant proposes to quantify historical consumption and return flows either through its own parcel specific analysis of historical irrigation practices on the parcels described in paragraph 3.E above, or by adopting the findings, terms and conditions in Case No. 03CW404, District Court, Water Division No. 1, which is an application filed by the Union Ditch Company and the Union Well Augmentation Group, Ltd. that is seeking to change Union Ditch Company shares on the basis of a system-wide analysis of the Union Ditch Company system. In the event that Applicant

94

proceeds to change the subject water rights on the basis of a parcel specific analysis of the historically irrigated parcels, Applicant proposes to quantify the consumptive irrigation requirement of crops historically grown by means of modified Blaney-Criddle methodology using the Integrated Decision Support Group (IDS) Consumptive Use Model developed by Colorado State University, or such other engineering methodology and programming that is acceptable to the court. Applicant will estimate farm-headgate deliveries to the historically irrigated parcels by assuming that the historically irrigated parcels each received their proportionate entitlement of diversions of the water rights described in paragraph 3 into the Union less 20% that shall be deducted for conveyance losses. Applicant proposes to estimate on-farm consumption assuming a 60% maximum farm irrigation efficiency. Return flows from the historical use of the subject water rights historically accrued to the South Platte River. Applicant will quantify that portion of historical return flows that returned to the stream via surface pathways, and that which percolated into the alluvial aquifer. It will be assumed that return flows that returned to the river by surface pathways did so within hours or days, whereas the timing of underground return flow will be determined using analytical procedures developed by R.E. Glover that are incorporated into the Alluvial Water Accounting System (“AWAS”) model using the “Alluvial Aquifer” boundary condition option. Applicant will install and maintain such meters, measuring devices and other structures as may be required by the Division Engineer. Dry-up of a sufficient amount of the historically irrigated acreage necessary to prevent expanded use of the Union Ditch water rights described in paragraph 3 above has or will occur before Applicant utilizes the subject water rights for any changed purpose. Applicant has enforceable dry-up agreements for certain historically irrigated parcels, and the remaining parcels have been or will be developed and irrigation of these lands with water from the Union system has or will cease. The foregoing statement of the proposed change is provided to comply with the statutory requirements. However, Applicant recognizes that further and different requirements may be imposed, and that the engineering assumptions and methodology may be refined or revised as this case proceeds, and that Applicant may adopt different engineering assumptions and/or methodologies acceptable to the court. 5. Names and addresses of owners of the lands on which structures are or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. The Union Ditch Company, c/o Gary Alles, President, P.O. Box 445, Greeley, CO 80632, The Lower Latham Ditch Company, c/o Jim Park, President, P.O. Box 398, Kersey, CO , 80644, The Lower Latham Reservoir Company, c/o Dennis Hoshiko, P.O. Box 398, Kersey, CO 80644, The Lower Latham Extension Ditch Company, Carl Hergenreder, 32385 Weld County Rd. #50, Kersey, CO 80644. The names and address of the owners of lands that potentially qualify for inclusion in this list are included in the application filed by the Lower Latham Reservoir Company in Case No. 03CW37. 06CW293 (95CW278) PUBLIC SERVICE COMPANY OF COLORADO D/B/A XCEL ENERGY, INC., Water Resources, 4653 Table Mountain Drive, Golden, Colorado 80403, (720) 497-2125, APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE IN WELD COUNTY. Please forward all correspondence or inquiries regarding this matter to attorneys for the Applicant: Brian M. Nazarenus, Esq., Carolyn F. Burr, Esq., and James M. Noble, Esq., Ryley Carlock & Applewhite, 1999 Broadway, Suite 1800, Denver, Colorado 80202, (303) 863-7500. 2. Name of Structures: This application relates to the conditional water rights decreed in Case No. 95CW278 for conditional appropriative rights of exchange on the South Platte River and St. Vrain Creek to supply the Fort St. Vrain Electric Generating Station (the “Fort St. Vrain Station”). The following structures will be used in the exchanges: 2.1 The Goosequill Pump Station and Pipeline. The Goosequill Pump Station and Pipeline diverts water from St. Vrain Creek, a tributary to the South Platte River, at a point 600 feet east of the west section line and 400 feet south of the north section line of Section 10, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. Water diverted

95

by the Goosequill Pump Station and Pipeline is delivered to the Fort St. Vrain Station. 2.2 The Jay Thomas Pump Station and Pipeline. The Jay Thomas Pump Station and Pipeline diverts water from the South Platte River at a point 1,300 feet east of the west section line and 900 feet south of the north section line of Section 11, Township 3 North, Range 67 West of the 6th P.M., Weld County Colorado. Water diverted by the Jay Thomas Pump Station and Pipeline is delivered to the Fort St. Vrain Station. 2.3 The Colorado-Big Thompson Delivery Stations. 2.3.1 C-BT water can be diverted into the Big Thompson River for delivery to the South Platte River at the Trifurcation Works, part of the United States Bureau of Reclamation’s Colorado-Big Thompson Project (the “C-BT Project”), located in the Northeast quarter of the Northwest quarter of Section 10, Township 5 South, Range 70 West of the 6th P.M., Larimer County, Colorado. 2.3.2 C-BT water can also be diverted into the Little Thompson River for delivery to the South Platte River at the Little Thompson Delivery Station located in the Northeast quarter of Section 3, Township 3 North, Range 70 West of the 6th P.M., Boulder County, Colorado. 3. Description of Conditional Water Rights. Two appropriative rights of exchange were decreed on December 28, 2000 by the Division No. 1 Water Court in Case No. 95CW278. The first exchange, entitled the “Goosequill Exchange,” will allow PSCo to deliver C-BT Units to the South Platte River as a source of substitute supply in exchange for diversions made at the Goosequill Pump Station and Pipeline for use in the Fort St. Vrain Station. The second exchange, entitled the “Jay Thomas Exchange,” will allow PSCo to deliver C-BT Units to the South Platte River as a source of substitute supply in exchange for diversions made at the Jay Thomas Pump Station and Pipeline for use in the Fort St. Vrain Station. The ruling and decree required that PSCo file an application six years after the decree was entered for a finding of reasonable diligence or to make these conditional water rights absolute, pursuant to C.R.S. § 37-92-302. The Division No. 1 Water Court provided notice to Applicant pursuant to C.R.S. § 37-92-305(7) on September 29, 2006 that an application for Finding of Reasonable Diligence must be filed by December 31, 2006. 3.1 Description of Goosequill Exchange. 3.1.1 Exchange Reach. The downstream terminus of the exchange is the confluence of the South Platte and Big Thompson Rivers (the “Confluence”), where PSCo’s C-BT Units will be delivered. Simultaneous with delivery of PSCo’s C-BT Units to the Confluence, an equal amount of water shall be diverted at the Goosequill Pump Station and Pipeline, on St. Vrain Creek. The streams on which the exchange will be made are the South Platte River and St. Vrain Creek. 3.1.2 Rate of Exchange. 17.51 cfs, CONDITIONAL. 3.1.3 Source of Substitute Supply. The source of substitute supply for the Goosequill Exchange will be approximately 5,000 of PSCo’s C-BT Units. 3.1.4 Appropriation Date. December 29, 1995. 3.1.5 Decreed Uses. a. PSCo may deliver water diverted by exchange at the Goosequill Pump Station and Pipeline to the Fort St. Vrain Station to be used for all industrial purposes associated with the generation of electricity at the Fort St. Vrain Station, including, without limitation: industrial cooling, dust suppression, irrigation of lawns, trees, and gardens adjacent to the Fort St. Vrain Station, sanitary and fire protection purposes. b. PSCo may deliver water diverted by exchange at the Goosequill Pump Station and Pipeline directly to the Goosequill Ditch Extension (i.e., bypassing the Fort St. Vrain Station), which is a concrete-lined channel that delivers return flows from the Fort St. Vrain Station to the South Platte River. C-BT water delivered directly to the Goosequill Ditch Extension by exchange may be used to irrigate approximately 158.4 acres of farm land located in Sections 34 and 35, Township 4 North, and Sections 2 and 3, Township 3 North, all in Range 67 West of the 6th P.M., Weld County, Colorado. 3.2 Description of the Jay Thomas Exchange. 3.2.1 Exchange Reach. The downstream terminus of the exchange is the confluence of the South Platte and Big Thompson Rivers, where PSCo’s C-BT Units will be delivered. Simultaneous with delivery of PSCo’s C-BT Units to the Confluence, an equal amount of water shall be diverted at the Jay Thomas Pump Station and Pipeline, on the South Platte River. The South Platte River is the only stream on which the Jay Thomas Exchange will be made. 3.2.2 Rate of Exchange. 11.83 cfs, CONDITIONAL. 3.2.3 Source of Substitute Supply. The source of substitute supply for the Jay Thomas Exchange will be approximately 5,000 of

96

PSCo’s C-BT Units. 3.2.4 Appropriation Date. December 29, 1995. 3.2.5 Decreed Uses. a. PSCo may deliver water diverted by exchange at the Jay Thomas Pump Station and Pipeline to the Fort St. Vrain Station to be used for all industrial purposes associated with the generation of electricity, including, without limitation: industrial cooling, dust suppression, irrigation of lawns, trees, and gardens adjacent to the Fort St. Vrain Station, sanitary and fire protection purposes. b. PSCo may deliver water diverted by exchange at the Jay Thomas Pump Station and Pipeline directly to the Goosequill Ditch Extension, described in paragraph 3.1.5(b) above (i.e., bypassing the Fort St. Vrain Station). C-BT water delivered directly to the Goosequill Ditch Extension by exchange may be used to irrigate the same land described in paragraph 3.1.5(b) above. 4. Evidence of Reasonable Diligence Towards Completing Appropriation: 4.1 At the time the conditional water rights described in this application were originally decreed in 2000, the Fort St. Vrain Station had been decommissioned as a nuclear power generation facility, and was in the process of being retrofitted with natural gas-powered turbines. Since that time, PSCo has completed the construction of the natural gas powered facility, with completion of the third turbine in May of 2001. The water that will be diverted through the exchange decreed in this case will be used in the operation of the natural gas powered facility. 4.2 PSCo has maintained and operated the Goosequill Pump Station, Pipeline, and Ditch Extension during the entire diligence period, so that it can be used either through direct diversions pursuant to existing water rights, or diversions by exchange can be made through these facilities. In addition to routine maintenance and operation activities, PSCo has been and continues to make modifications to the Goosequill Pump Station to reduce the amount of sediment that accumulates at the pump intake. Total expenditures on this specific project were $75,000 during the diligence period. 4.3 PSCo has maintained and operated the Jay Thomas Pump Station and Pipeline during the entire diligence period, so that it can be used either through direct diversions pursuant to existing water rights, or diversions by exchange can be made through these facilities. In addition to routine maintenance and operation activities, the power cable for the Jay Thomas Pump Station was replaced. Total expenditures for replacement of the power cable were $60,000 during the diligence period. 4.4 PSCo replaced the screens for both the Jay Thomas Pump Station and the Goosequill Pump Station. Total combined expenditures on these replacements were $15,000 during the diligence period. 4.5 The water rights that are the subject of this application are part of an integrated water supply system for the Fort St. Vrain Station, which includes numerous components. During the diligence period, PSCo undertook the following activities to develop this integrated system: 4.5.1 On February 27, 2001, PSCo entered into an agreement with the City of Longmont, pursuant to which PSCo agreed to transfer certain agricultural water rights on St. Vrain Creek to Longmont in return for delivery of fully consumable water to PSCo for use at the Fort St. Vrain Station. PSCo and Longmont jointly applied to the Division No. 1 Water Court to change the water rights transferred by PSCo to allow their use for municipal purposes by Longmont. A decree was entered in Case No. 01CW188 adjudicating this change on April 17, 2006. 4.5.2 On May 30, 2002, PSCo entered into another agreement with the City of Longmont, which allows PSCo to trade 3,500 C-BT Units in exchange for delivery of fully consumable water on St. Vrain Creek. PSCo has taken delivery of water pursuant to this agreement every year since it was executed. 4.5.3 In Case Nos. 02CW154(A) and (B), PSCo obtained decrees changing the place and type of use of various agricultural water rights on the South Platte River to allow their use for industrial purposes at the Fort St. Vrain Station. The decrees entered in both cases include plans for augmentation, which allow PSCo to use the changed agricultural rights to augment out of priority depletions attributable to diversions from industrial wells at the Fort St. Vrain Station, the Goosequill Pump Station and Pipeline, and the Jay Thomas Pump Station and Pipeline. The decree entered in Case No. 02CW154(B) also changed the point of diversion of certain water rights to the Jay Thomas diversion. The decree in Case No. 02CW154(A) was entered on January 3, 2005, and the decree in Case No. 02CW154(B) was entered on August 10, 2006. PSCo expended considerable resources in obtaining both of these decrees, including an appeal to the

97

Colorado Supreme Court in Case No. 02CW154(A). 4.5.3.1 In order to implement the terms and conditions required by the decrees in Case Nos. 02CW154(A) and (B), PSCo retained an outside engineering consultant to design improvements to the Jay Thomas Ditch, including rerouting a portion of the Ditch. In addition, a splitter structure for the Beeman Ditch was designed, which provides some of the agricultural rights that were changed to industrial uses in Case No. 02CW154(A). Total expenditures by PSCo on this engineering work during the diligence period was $31,000 during the diligence period. 4.5.4 PSCo filed an application with the Division No. 1 Water Court on May 19, 2006 (Case No. 06CW117), to add four existing industrial wells at the Fort St. Vrain Station as water rights that will be augmented pursuant to an existing augmentation plan. 4.6 During the diligence period, PSCo participated as an opposer in several cases filed in the Division No. 1 Water Court, which could affect the exchange potential on the South Platte River and St. Vrain Creek in the same reach as the exchanges decreed in Case No. 95CW278. Examples of such cases include Case No. 02CW335 (Application of the Ground Water Subdistrict of the Central Colorado Water Conservancy District for a plan for augmentation); Case No. 04CW174 (Application of City of Brighton for change of water rights and exchange); Case No. 04CW310 (Application of City and County of Broomfield for appropriative right of exchange); Case No. 04CW350 (Application of City of Thornton for appropriative right of exchange); Case No. 05CW98 (Application of Henry Braly for underground water right); Case No. 05CW40 (Application of A&W Water Service, Inc. for water rights and change of water rights); Case No. 05CW290 (Application of Pulte Home Corporation – Pebble Creek Division and the City and County of Broomfield); Case No. 05CW320 (Application of Idaho Creek Gravel Company for change of water rights and plan for augmentation on Boulder Creek); Case No. 05CW331 (Application of Central Colorado Water Conservancy District et al. for change of water rights, new water rights, and exchange); Case No.05CW325 (Application for change of water rights of Henry Braly on St. Vrain Creek); Case No. 06CW96 (Application of Well Augmentation Subdistrict of Central Colorado Water Conservancy District for change of water rights); and Case No. 06CW121 (Application of David A. Petrocco et al. for change of water rights and plan for augmentation). WHEREFORE, PSCo requests that the Court enter a decree finding that reasonable diligence was performed during the diligence period in development of the conditional water rights that are the subject of this application. 06CW294 APPLICATION FOR CHANGE OF POINT OF DIVERSION AND PLACE OF USE OF TRIBUTARY WATER RIGHTS TRIBUTARY TO PLUM CREEK, IN DOUGLAS COUNTY, COLORADO. c/o Robert E. Schween, Esq., Robert E. Schween, P.C., 3854 So. Dayton Way, No. 204, Aurora, CO 80014. Tele: 303.995.7870. Name and Address of Applicant: Thomas Barenberg, 8065 Brandon Drive, Littleton, Colorado 80125. [Telephone: 303-791-1997] 2. Background: A. Applicant is the owner of a 25% interest of the Meadow Ditch and its associated water rights, described below. The ditch diverts from Indian Creek, upstream of that stream’s confluence with West Plum Creek, in Douglas County. Applicant’ portion of the water right is used with the entirety of the right to irrigate approximately 100.5 acres of land annually on the Lambert Ranch. B. The Meadow Ditch water right, although still used for irrigation, has been changed and quantified in Case No. 00-CW-231, Water Division 1. The decree in that case, entered on July 1, 2003, adjudicated the historical consumptive use of the Meadow Ditch water right, and changed the right so that it may be used, in full or in part, for all beneficial uses, including storage, fire protection, augmentation, and all domestic, and commercial uses, as well as the partial continuation of historical irrigation purposes. C. The decree allows the owners of the water right to take land out of irrigation incrementally, consistent with the amount of consumptive use water transferred, from time to time, to other uses and other places of diversion and use. D. By this application, Applicant Barenberg seeks to change his portion of the water right to a new point of diversion located on Rainbow Creek, a tributary to Indian Creek, as described below. 3. Name of Water Right for Which Change Is

98

Sought: Meadow Ditch. 4. From Previous Decree: A. Original Adjudication of Named Ditch Right: Decree of December 10, 1883, District Court, Douglas County, for Water District No. 9. B. Decreed Point of Diversion: The Meadow Ditch headgate is located in the W1/2, NE1/4, Section 21, Township 7 South, Range 68 West of the 6th P.M., at a point 2055 feet from the North section line and 2380 feet from the East section line. See General Location Map, Exhibit A. C. Source: Indian Creek, tributary to Plum Creek. D. Appropriation Date: May 31, 1866. E. Amount: 5.0 cfs; Applicant’s portion: 1.25 cfs. F. Use: Irrigation, as follows: Irrigation of an average of 100.5 acres of land contained within the Lambert Ranch in Sections 16 and 21, Township 7 South, Range 68 West of the 6th P.M. See Exhibit A. G. Summary of Diversions: Diversion records are summarized in the decree in Case No. 00-CW-231, Water Division 1. The summary from that decree is attached hereto as Exhibit B. 5. Proposed Change in Water Right: A. No Change in Use Required: (1) Applicant owns 25% of the Meadow Ditch, which right has been changed to all beneficial uses in the decree in Case No. 00-CW-231, Water Division 1. Based on an extensive study conducted in June, 2000, the calculated historical use of the Meadow Ditch water right, measured during a representative period of time, attained a maximum consumptive use of 218.4 acre-feet per year and an average consumptive use of 105 acre-feet per year. (2) Applicant’s share of the consumptive use water from the Meadow Ditch water right may be used, and after initial use, reused to extinction. The terms of any such recapture and reuse may be the subject of a separate Water Court application, if necessary. B. Change in Point of Diversion and Place of Use: (1) Applicant’s 25% of the consumptive use portion of the Meadow Ditch water right will be changed from the original headgate of the Meadow Ditch to a new point of diversion on Rainbow Creek, upstream of the original point of diversion on Indian Creek, called the Nelson Ranch Headgate. See Exhibit A. The new point of diversion is described as follows: The Nelson Ranch headgate is located in the N1/2 of the SE 1/4, Section 30,Township 7 South, Range 68 West of the 6th P.M. (2) The new diversion point is approximately 14,500 feet from the original point of diversion. See Exhibit A. (3) The place of use will be on the Nelson Ranch, consisting of 520 acres, more or less, located in Sections 29 and 30, Township 7 South, Range 68 West of the 6th P.M., in Douglas County, as shown on the General Location Map, Exhibit A, and as described in Exhibit D. 6. Proposed Terms and Conditions; Impact of Change: A. Diversions of water for irrigation purposes and all other beneficial uses, including diversion into storage, will be made only when the water right is available and in priority. Diverted water may be stored in storage facilities owned by Applicant or others by agreement. Amounts diverted will be limited to the rate of flow and annual amounts owned by Applicant, as stated above. B. The present return flow regimen will not be altered when designated lands are taken out of irrigation and only the consumptive use portion of the water transferred to the alternate point of diversion because of the terms and conditions imposed on such transfers in the decree in Case No. 00-CW-231. C. Applicant is not requesting an enlargement, expansion, or increase of the decreed quantity of water historically applied to beneficial use. The historical consumptive use of this water has been previously adjudicated in Case No. 00-CW-231, Water Division 1, and is res judicata. Applicant’s portion of the consumptive use of the water right will be diverted at a new point of diversion. Irrigated lands will be taken out of irrigation as described in the original change case decree. D. The change in place of use requested herein will not injuriously affect other owners or persons entitled to use water under vested or decreed conditional water rights. 7. Name and Address of Owner of Land Upon Which Ditch Headgate and Water Rights Are Located: A. Original Meadow Ditch Headgate: Valley Development Group, LLC, Attn: Mr. Stan Brown, 10375 Foxcroft Lane, Littleton, CO 80125. B. Nelson Ranch Headgate: Applicant. WHEREFORE, Applicant Thomas Barenberg requests this Court to enter a decree granting the application requested and awarding the change in point of diversion and place of use as described hereinabove. FURTHER, Applicant prays the Court grant such other relief as it deems just and proper in this matter.

99

06CW295 New Cache La Poudre Irrigating Company, Cache La Poudre Reservoir Company and Lower Poudre Augmentation Company, c/o/ Don Magnuson, P.O. Box 104, Lucerne, CO 80646. APPLICATION FOR APPROVAL OF CHANGE OF WATER RIGHTS IN LARIMER AND WELD COUNTIES. All future correspondence and pleadings to: Daniel K. Brown, Fischer, Brown & Gunn, P.C., 1319 East Prospect Road, Fort Collins, CO 80525. 2. Decreed name of structures for which change is sought: New Cache La Poudre Canal (a/k/a Greeley No. 2 Canal) and the Cache La Poudre Reservoir (a/k/a Timnath Reservoir). 3. From Previous decrees: A. New Cache La Poudre Canal: 1. Decrees: Civil Action #320, Water District No. 3, Larimer County District Court, April 11, 1882; Case No. W-8059-75, District Court, Water Division No. 1, June 13, 1977. 2. Decreed point of diversion is located within the SW1/4, SE1/4, NE1/4, Sec.11, T6N, R68W, 6th P.M., Larimer County, Colorado. 3. Source: Cache La Poudre River. 4. Appropriation Date and Amount:

Date Amount

October 25, 1870 110.00 c.f.s. September 15, 1871 170.00 c.f.s. November 10, 1874 184.00 c.f.s. September 15, 1877 121.00 c.f.s. May 27, 1974 65.00 c.f.s.

B. Cache La Poudre Reservoir: 1. Decrees: a. Case No. 1260, Larimer County District Court, State of Colorado, March 23, 1901. b. Case No. 1591, Larimer County District Court, Water District 3, Water Division No. 1, State of Colorado, December 9, 1904, and revised on October 28, 1909. c. Case No. 2031, Larimer County District Court, Water District 3, Water Division No. 1, State of Colorado, April 22, 1922. d Case No. 11217, Larimer County District Court, Water District 3, Water Division No. 1, State of Colorado, September 10, 1953. e. Case No. W-1103, District Court, Water Division No. 1, dated March 21, 1972, nunc pro tunc June, 8, 1971. f. Case No. 80CW415, District Court, Water Division No. 1, September 3, 1982. 2. Decreed point of diversion: The inlet ditch headgate for the Cache La Poudre Reservoir is located on the northeast bank of the Cache La Poudre River in the NE1/4, Section 18, T7N, R68W of the 6th P.M., Larimer County, State of Colorado, at a point 1,618 feet South and 35 feet East of the quarter corner between Sections 7 and 18, same Township and Range. The Cache La Poudre Reservoir is located in portions of Sections 23, 24, 25 and 26 in T7N, R68W of the 6th P.M., Larimer County, State of Colorado. Case No. W-1103 adjudicates points of diversion for seepage and wastewater inflow into the Cache La Poudre Reservoir from the “West Drainage,” “Middle Drainage” and “East Drainage.” The decreed point of diversion for the West Drainage is a point 2,030 feet North and 1,400 feet East of the SW corner of Section 24, T7N, R68W of the 6th P.M. The “Middle Drainage” point of diversion is a point 1,350 feet North and 3,290 feet East of said SW corner. The decreed point of diversion for the “East Drainage” is 1,340 feet South and 60 feet West of the NE corner of Section 25, same Township and Range. Case No. 80CW415 decrees two additional points of diversion for the Cache La Poudre Reservoir: First Diversion—located in the NE1/4 of Section 25, T7N, R68W; Second Diversion—located in the SW1/4 of Section 36, T7N, R68W, both west of the 6th P.M. 3. Sources: Cache La Poudre River and its tributaries, Dry Creek, Ames Slough, Cooper Slough and Box Elder Creek. The source of supply for the West Drainage, Middle Drainage and East Drainage is waste, seepage and runoff and surface waters arising in Sections 6, 7, 8, 17, 18, 19 and 30, in T7N, R67W, and Sections 1, 2, 11, 12, 13, 14 and 24, T7N, R68W all west of the 6th P.M. Case No. 80CW415 decrees the diversion of runoff from natural precipitation, seepage water and irrigation water. First Diversion—Sections 19 and 30, T7N, R67W, and Sections 24, 25 T7N, R68W; Second Diversion—Sections 22, 23, 26, 27 and

100

35, T7N, R68W, all west of the 6th P.M. 4. Appropriation Dates and amounts:

Date Amount

April 15, 1867 0 acre feet (60 c.f.s) March 17, 1892 8,379 acre feet December 1, 1902 1,740 acre feet December 31, 1923 5,948 acre feet December 31, 1923 4,171 acre feet March 17, 1892 West Drainage 110 c.f.s. Middle Drainage 50 c.f.s. East Drainage 90 c.f.s. March 17, 1892 First Diversion 15 c.f.s. July 31, 1892 Second Diversion 10 c.f.s.

Exhibit C and Exhibit D contain “Structure Summary Reports” prepared by the State concerning the New Cache La Poudre Canal and the Cache La Poudre Reservoir that contain diversion records for said structures. 4. Historical Use: Applicants seek to change the use of 277 shares of the 2,499.69 outstanding shares in the New Cache La Poudre Irrigating Company (“New Cache”) and 271.5 shares of the 3,000 outstanding shares in the Cache La Poudre Reservoir Company (“CLP Reservoir”). Collectively the shares to be changed herein in both New Cache and the CLP Reservoir Companies will be referred to as the “subject water rights.” The owners of the subject water rights are owners of wells in the Lower Poudre Augmentation Plan (Case No. 2004CW25, District Court, Water Division No. 1) and have consented to the Lower Poudre Augmentation Company (“Lower Poudre”) changing the subject water rights for the purposes set forth herein. Additional New Cache and/or CLP Reservoir shares may be added to this application if, and at such time(s), as the owners of said shares may consent to their inclusion in this change case, and Applicants reserve the right to add such shares to this application without republication. The subject water rights have historically been used for irrigation on approximately 4,716.5 acres within the New Cache La Poudre Irrigating Company service area. Exhibit B is a map depicting generally the lands historically irrigated by the subject water rights. Exhibit E is a table that generally describes the historically irrigated lands. The New Cache La Poudre Irrigating Company Service Area (“New Cache Service Area”) is generally located within the following Sections, Townships and Ranges west of the 6th P.M. in Larimer and Weld counties: Sections 35 and 36, T7N, R68W; Sections 1, 2, 11, 12 and 13, T6N, R68W; Sections 6 through 10, 15 through 27, 35 and 36, T6N, R67W; Sections 16, 17 and 19 through 34 of T6N, R66W; Sections 12 through 17, 19 through 36, T6N, R65W; Sections 1 through 5, T5N, R65W; Sections 7, 8, 12, 13, 14, 18, 19, 20 and 23 through 36, T6N, R64W; Sections 2 through 6, 9 and 10, T5N, R64W; and Sections 7, 8, 9, 16 through 21, 29, 30 and 31, T6N, R63W (“New Cache Service Area”). Exhibit A is a map depicting the New Cache Service Area. The historical use of any additional shares that are later added to this application will be irrigation within the New Cache Service Area. If new shares are added, Applicants will provide opposers with a general legal description of the lands irrigated and map(s) showing the historical place of use of the new shares. 5. Proposed Change: Applicants seek a decree changing the use of the subject water rights to include, in addition to the existing irrigation and domestic uses, augmentation, recharge and replacement, either by direct release, following storage for later release, or by exchange, with the right to totally consume the consumable portion of the water, either by first use, reuse, successive use or disposition. In particular, Applicants seek to use the fully consumable portion of the subject water rights as a source of augmentation, recharge and replacement water to replace out-of-priority depletions associated with the pumping of wells described in the Lower Poudre Augmentation Plan described in Case No. 04CW25, Water Court, Division One, State of

101

Colorado (the “Lower Poudre Augmentation Plan”). The subject water rights will continue to be diverted at their decreed points of diversion described in paragraph 3 above and will continue to be used as historically for irrigation purposes unless it becomes necessary to utilize all or a portion of the subject water rights as a source of augmentation in the Lower Poudre Augmentation Plan. If the subject water rights are to be used for any changed purpose(s) in a given year, water diverted pursuant to the subject water rights will be diverted at the historical points of diversion and either: (1) delivered directly, or following storage, back to the Cache La Poudre River and/or South Platte River at the various locations that New Cache is capable of returning water to said rivers; or (2) delivered directly, or following storage, to recharge structures described in the application for the Lower Poudre Augmentation Plan in Case No. 2004CW25, or such other recharge structures that are capable of receiving water delivered via the New Cache La Poudre Canal and associated laterals or drop structures. The water may be stored in the Cache La Poudre Reservoir, the Cornish Plains Reservoir, the Barnesville Equalizer Lake and/or the Drury Reservoir, or other storage vessels that can be served by the New Cache La Poudre Canal. The location of the Cache La Poudre Reservoir is set forth above, and the locations of the other identified reservoirs are as follows, all of which are located in T6N, R63W of the 6th P.M.: (1) Drury Reservoir: The reservoir is to be located in portions of NW1/4 NW1/4, NE1/4 NW1/4, SW1/4 NW1/4, NW1/4 SW1/4 and NE1/4 SW1/4, Section 4, and NE1/4 NE1/4, SE1/4 NE1/4, SW1/4 NE1/4, NW1/4 NE1/4, NE1/4 SE1/4 and NW1/4 SE1/4, Section 5. (2) Cornish Plains Reservoir: The reservoir is to be located within all or portions of the following: The SW1/4 NW1/4, NW1/4 SW1/4, NE1/4, SW1/4, SW1/4 SW1/4, SE1/4 SE1/4, SW1/4 SE1/4, and SE1/4 SE1/4, all in Section 5; the NW1/4 NW1/4, NE1/4 NW1/4, SE1/4 NW1/4, NW1/4 NE1/4, NE1/4 NE1/4, SW1/4 NE1/4, SE1/4 NE1/4, NW1/4 SE1/4, NE1/4 SE1/4, and SE1/4 SE1/4 , all in Section 8; and W1/2 NW1/4 and NW1/4 SW1/4 of Section 9. (3) Barnesville Equalizer Lake. The reservoir is located in portions of NE1/4 NW1/4, NW1/4 NE1/4, Section 17, and SE1/4 SW1/4 and SW1/4 SE1/4 of Section 8. Details concerning Applicants’ use of the fully consumable portion of the subject water rights for augmentation, replacement and/or exchange purposes will be set forth in Case No. 04CW25. Applicants reserve the right to convey, lease or otherwise dispose of excess fully consumable water, if any, not used pursuant to Case No. 04CW25. Applicants will quantify the historical consumption and return flows associated with the historical use of the subject water rights. Applicants propose to do so by virtue of a system-wide analysis of the historical use of New Cache and CLP Reservoir water rights in the New Cache Service Area, although Applicants reserve the right to change the subject water rights based upon a parcel specific analysis if the court deems this proper. If the change is accomplished by a system-wide engineering approach, the Applicants request that the court’s findings, terms and conditions concerning historical consumption and return flows associated with the change of New Cache and CLP Reservoir shares be binding in future change cases involving shares in said companies. Applicants propose to quantify the consumptive irrigation requirements (CIR) of crops historically grown by means of Blaney-Criddle methodology using the Integrated Decision Support Group (IDS) Consumptive Use Model developed by Colorado State University, or such other engineering methodology and programming that is acceptable to the court. Farm headgate deliveries in the New Cache Service Area are measured, and such measurements have been recorded since at least 1994. Where such records do not exist, or are not complete, Applicants will supplement such records by estimating farm-headgate deliveries assuming pro rata delivery of the water rights described in paragraph 3 to shareholders, less conveyance losses. Applicants will determine on-farm consumption by estimating a maximum farm irrigation efficiency. It will be assumed that historical consumption of the subject water rights will be the lesser of the CIR requirement or the estimated on-farm consumption using measured or estimated deliveries and farm efficiencies. Return flows from the historical use of the subject water rights historically accrued to the Cache La Poudre and South Platte Rivers, beginning at a point near the Town of Windsor below the Whitney and B.H. Eaton headgates in

102

Section 19, T6N, R67W of the 6th P.M., downstream to the confluence of the Cache La Poudre River with the South Platte River and continuing in the South Platte downstream to its confluence with Crow Creek in Section 24, T5N, R64W of the 6th P.M. Return flows also historically accrued to the Eaton Draw beginning in Section 29, T6N, R65W of the 6th P.M.; Lone Tree Creek beginning in about Section 19, T6N, R64W of the 6th P.M.; and Crow Creek beginning in about Section 17, T6N, R63W of the 6th P.M. Applicants will quantify that portion of historical return flows that returned to the stream via surface pathways and that which percolated into the alluvial aquifer. It will be assumed that return flows that return to the river by surface pathways do so within at least 30 days time, whereas the timing of underground return flow will be determined using analytical procedures developed by R.E. Glover that are incorporated into the Alluvial Water Accounting System (“AWAS”) model using the “Alluvial Aquifer” boundary condition option. When the subject water rights are used for augmentation, recharge, replacement or exchange purposes, Applicants will replace said return flows in time, location and quantity so as to prevent legally recognizable injury to vested water rights or decreed conditional water rights. Prior to utilizing changed New Cache shares for augmentation, replacement, recharge or exchange purpose in any given irrigation season, Applicants will dry up for that season a sufficient amount of the historically irrigated acreage necessary to prevent expanded use of the New Cache water rights described above. Applicants reserve the right to accomplish the necessary dry-up of the lands historically irrigated by the New Cache shares in accordance with rotational crop management contract(s), as such are defined in C.R.S. § 37-92-103(10.6) or pursuant to interruptible supply agreements as allowed by C.R.S. § 37-92-309. Applicants will install and maintain such meters, measuring devices and other structures as may be required by the Division Engineer. The foregoing statement of the proposed change is provided to comply with the statutory requirements. Applicants recognize that further and different requirements may be imposed, and that the engineering assumptions and methodology may be refined or revised as this case proceeds, and that Applicants may adopt different engineering assumptions and/or methodologies acceptable to the court. 6. Names and addresses of owners of the lands on which structures are or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. New Cache La Poudre Irrigating Company, Cache La Poudre Reservoir Company, Lower Poudre Augmentation Company, 33040 Railroad Avenue, Lucerne, CO 80646, (970) 352-0222, Attn: Don Magnuson, The North Side Lateral Ditch Company, 33040 Railroad Avenue, P.O. Box 104, Lucerne, CO 80646. The North Side Extension Ditch Company, 33040 Railroad Avenue, P.O. Box 104, Lucerne, CO 80646. The names and address of the owners of lands that potentially qualify for inclusion in this list are included in the applications filed by New Cache in Case Numbers 2004CW25 and 2001CW201, District Court, Water District No. 1. 06CW296 APPLICATION FOR WATER RIGHTS (SURFACE), AND STORAGE RIGHTS IN LOGAN COUNTY 1. Name, address and telephone number of applicants: Stephen and Betty J. O’Neal, P.O. Box 3404, South Padre Island, TX 78597 (956) 761-1231; Monheiser, Horner, Kircher, LLC, c/o Jim Horner, P.O. Box 1431; Sterling, CO 80751 (970) 522-2755. Correspondence to Ray Ann Brammer, Esq. Brammer Law Office, P.C. P.O. Box 1827, Sterling CO, 80751, Telephone: 970 521 0700. SURFACE WATER RIGHTS 2. Name of Structures: O’Neal/MHK Spring No. 1; O’Neal/MHK Spring No. 2; Un named tributary of the South Platte River; Smyth Section 5 Ditch 3. Legal description of each point of diversion: O’Neal/MHK Spring No. 1 - Diversion Point SW1/4 NE1/4 Section 5, Township 10 North, Range 49 West of the 6th P.M., Logan County Colorado; O’Neal/MHK Spring No. 2 - Diversion Point SE1/4 NW1/4 Section 5, Township 10 North, Range 49 West of the 6th P.M. Logan County Colorado. Un named tributary of the South Platte River - Diversion Point SW1/4 NE1/41/4 Section 5, Township 10 North, Range 49 West of the 6th P.M. Smyth Section 5 Ditch - the point of diversion is in NW1/4 of Section 5, Township 10 North, Range 49

103

West of the 6th P.M. 4.Source: Springs, and Un Named Stream - Tributary of the South Platte River, Wastewater flowing in the drainage channel of Knowles Spring Run, a tributary of the South Platte River. 5.A. Date of initiation of appropriation: 2004 B. How appropriation was initiated: Construction of facilities through the Natural Resource Conservation Service for Easement, and field investigation. C. Date Water applied to beneficial use: October 2004.6.Amount Claimed: O’Neal/MHK Spring No. 1 : 1 cfs Absolute and 1 cfs Conditional; O’Neal/MHK Spring No. 2 : 1 cfs Absolute and 1 cfs Conditional; Un named tributary of the South Platte River 5 cfs Absolute and 5 cfs Conditional; Smyth Section 5 Ditch 2 cfs Absolute and 2 cfs Conditional; 7.Use or proposed use: The water rights applied for herein are to be used for wildlife, recreation, wetlands mitigation/ development, and storage. The Applicants are developing a wetlands mitigation area that will supply water and vegetation during times of the year that migratory birds will be in the area and will benefit from the availability of water and wetlands vegetation. STORAGE RIGHTS 8. Name of Reservoirs: O’Neal/MHK Wetlands Restoration, Pond 1.1; O’Neal/MHK Wetlands Restoration, Pond 1.2; O’Neal/MHK Wetlands Restoration, Pond 1.3; O’Neal/MHK Wetlands Restoration, Pond 1.4; O’Neal/MHK Wetlands Restoration, Pond 1.5; O’Neal/MHK Wetlands Restoration, Pond 2 .1; O’Neal/MHK Wetlands Restoration, Pond 2.2; O’Neal/MHK Wetlands Restoration, Pond 3.1; O’Neal/MHK Wetlands Restoration, Pond 3.2; O’Neal/MHK Wetlands Restoration, Pond 3.3; O’Neal/MHK Wetlands Restoration, Pond 3.4; 9. Legal Description : O’Neal/MHK Wetlands Restoration, Pond 1.1 SW1/4 NE1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 1.2 SW1/4 SE1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 1.3 NE1/4 SE1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 1.4 NW1/4 SE1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 1.5 N1/2 NE1/4 Section 8 , Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 2 .1 SE1/4 SE1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 2.2 SE1/4 SE1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 3.1 NE1/4 SW1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 3.2 SE1/4 SW1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 3.3 SW1/4 SW1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; O’Neal/MHK Wetlands Restoration, Pond 3.4 SW1/4 SE 1/4 Section 5, Township 10 North, Range 49 West, 6th P.M., near Crook, Colorado in Logan County; The off channel ponds will be filled by way of pipeline and pump at the maximum rate of 2.0 c.f.s. when water is legally available. 10. Source: O’Neal/MHK Wetlands Restoration, Pond 1.1: Un named tributary of the South Platte River, Smyth Ditch, Spring No. 1 and Spring No. 2.; O’Neal/MHK Wetlands Restoration, Pond 1.2: Un named tributary of the South Platte River; O’Neal/MHK Wetlands Restoration, Pond 1.3: Pumped from Pond No. 1.2 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 1.4: Pumped from Pond No. 1.2 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 1.5: pumped from Pond No. 1.2 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 2 .1, pumped from Pond 1.2 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 2.2 pumped from Pond 1.2 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 3.1: pumped from Pond 1.1 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 3.2 pumped from Pond 1.1 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 3.3 pumped from Pond 1.1 at the maximum rate of 2 c.f.s.; O’Neal/MHK Wetlands Restoration, Pond 3.4 pumped from Pond 1.1 at the maximum rate of 2 c.f.s. In addition, all

104

Ponds will receive water from Natural runoff and or drainage from the surrounding area - water right applied for herein. 11.A. Date of initiation of appropriation: 2004 B. How appropriation was initiated: Construction of facilities through the Natural Resource Conservation Service for Easement, and field investigation. C. Date Water applied to beneficial use: October 2004. 12. Amount Claimed: A. Surface Max Cap Area Acre Feet O’Neal/MHK Wetlands Restoration, Pond 1.1 19.2 38.4 O’Neal/MHK Wetlands Restoration, Pond 1.2 16.5 82.3 O’Neal/MHK Wetlands Restoration, Pond 1.3 2.1 6.3 O’Neal/MHK Wetlands Restoration, Pond 1.4 5.3 15.0 O’Neal/MHK Wetlands Restoration, Pond 1.5 5.0 12.5 O’Neal/MHK Wetlands Restoration, Pond 2 .1 6.2 18.6 O’Neal/MHK Wetlands Restoration, Pond 2.2 3.1 9.3 O’Neal/MHK Wetlands Restoration, Pond 3.1 3.7 11.1 O’Neal/MHK Wetlands Restoration, Pond 3.2 3.6 10.8 O’Neal/MHK Wetlands Restoration, Pond 3.3 3.0 9.0 O’Neal/MHK Wetlands Restoration, Pond 3.4 5.9 17.7 Total Acre Feet - 231 acre feet Conditional Ponds shall have the right to fill and refill when water is legally available, as set forth in paragraph 10 above.B. If off channel reservoir, rate of diversion in cfs for filling the reservoir. 2.0 cfs. 13.Use or proposed use: The water rights applied for herein are to be used for wildlife, recreation, wetlands mitigation/ development, recharge and storage. The Applicants are developing a wetlands mitigation area that will supply water and vegetation during times of the year that migratory birds will be in the area and will benefit from the availability of water and wetlands vegetation. The ponds will have the right to fill and refill when water is legally available .14. Surface area of high water line: A. Maximum height and Length of dam in feet: Length Height O’Neal/MHK Wetlands Restoration, Pond 1.1 1000 10 O’Neal/MHK Wetlands Restoration, Pond 1.2 800 10 O’Neal/MHK Wetlands Restoration, Pond 1.3 400 4 O’Neal/MHK Wetlands Restoration, Pond 1.4 650 4 O’Neal/MHK Wetlands Restoration, Pond 1.5 800 4 O’Neal/MHK Wetlands Restoration, Pond 2 .1 800 4 O’Neal/MHK Wetlands Restoration, Pond 2.2 670 4 O’Neal/MHK Wetlands Restoration, Pond 3.1 619 4 O’Neal/MHK Wetlands Restoration, Pond 3.2 693 4 O’Neal/MHK Wetlands Restoration, Pond 3.3 592 4 O’Neal/MHK Wetlands Restoration, Pond 3.4 710 4 15. Total capacity of reservoir in acre feet: Active Dead O’Neal/MHK Wetlands Restoration, Pond 1.1 38.4 0 O’Neal/MHK Wetlands Restoration, Pond 1.2 82.3 0 O’Neal/MHK Wetlands Restoration, Pond 1.3 6.3 0 O’Neal/MHK Wetlands Restoration, Pond 1.4 15.0 0 O’Neal/MHK Wetlands Restoration, Pond 1.5 12.5 0 O’Neal/MHK Wetlands Restoration, Pond 2 .1 18.6 0 O’Neal/MHK Wetlands Restoration, Pond 2.2 9.3 0 O’Neal/MHK Wetlands Restoration, Pond 3.1 11.1 0 O’Neal/MHK Wetlands Restoration, Pond 3.2 10.8 0 O’Neal/MHK Wetlands Restoration, Pond 3.3 9.0 0 O’Neal/MHK Wetlands Restoration, Pond 3.4 17.7 0

105

16. Ownership: All structures and facilities are on property owned by the Applicants herein.17. Remarks: This project is designed to enhance wildlife and wetlands in the area. Based on the preliminary engineering, the ponds will inundate approximately 68.6 acres of property and will have a total of 231 acre feet of water. The pond evaporation will be replaced to prevent injury to senior water rights. The structures will be designed so that water captured out of priority will be returned to the unnamed stream. All measuring devices as required by the State Engineer or his agent shall be installed and maintained. 06CW297 COLUMBINE RANCHES PROPERTY OWNERS ASSOCIATION, c/o President Dave McFarland, 11657 Lewistown Street, Commerce City, CO 80022. Attorney for applicant: Gilbert Y. Marchand, Jr., Gilbert Y. Marchand, Jr., P.C., 2737 Mapleton Avenue, Suite 202, Boulder, CO 80304. Application for Approval of Plan for Augmentation in ADAMS COUNTY. 2. Name of structure to be augmented: Columbine Ranches Subdivision Irrigation Well (permit no. 03873-F). A water right for this well in the amount of 2.25 cubic feet per second (“cfs”) (1000 gallons per minute (“gpm”)) for irrigation purposes with a priority date of December 20, 1962 was granted in Case No. W-360 in a decree entered by the District Court, Water Division No. 1, on December 3, 1971. The decreed location of the well is in the southeast quarter of the northeast quarter of Section 5, Township 2 South, Range 66 West, of the 6th P.M., Adams County, Colorado. The actual location of the well is in the northwest quarter of the northeast quarter of said Section 5. The well pumps water whose source is the alluvium of the South Platte River. Water may be diverted from the well pursuant to this water right decreed in Case No. W-360. No other water rights are diverted from this structure. 3. Previous decree(s) for water right(s) to be used for augmentation: The water proposed for use as an augmentation source is: 3.A. Nontributary Laramie-Fox Hills aquifer ground water underlying Columbine Ranches subdivision in the southeast quarter of Section 5, Township 2 South, Range 66 West, of the 6th P.M., Adams County, Colorado, as described in the pending application filed in Case No. 06CW123, District Court, Water Division No. 1: Pursuant to consent obtained or to be obtained from overlying landowners in the Columbine Ranches subdivision, applicant has claimed the right to withdraw up to an average annual amount of 36.25 acre-feet of ground water from the nontributary Laramie-Fox Hills aquifer underlying approximately 160 acres in the southeast quarter of Section 5, Township 2 South, Range 66 West, of the 6th P.M., Adams County, Colorado, and to use such water for numerous types of beneficial use, including augmentation. The Colorado State Engineer’s Office has issued well permit number 64856-F authorizing construction of a Laramie-Fox Hills well at a location described generally as the northwest quarter of the southeast quarter of Section 5, Township 2 South, Range 66 West, in the Columbine Ranches subdivision, for withdrawal of an average annual amount of 34.5 acre-feet of such ground water for industrial, irrigation, commercial, augmentation and domestic uses. By this application, applicant seeks the right to use all the ground water claimed in Case No. 06CW123, including all such water available under permit number 64856-F as well as any other Laramie-Fox Hills well permit issued pursuant to the decree to be entered in that case, as a source of replacement water in the augmentation plan described herein. 3.B. Return flows from nontributary Laramie-Fox Hills aquifer and not nontributary Denver aquifer ground water discharged from the Foxridge Mobile Home Park Wastewater Treatment Plant (“Foxridge MHP WWTP”) after such water’s first use as a domestic water supply for residents of the Foxridge Mobile Home Park in Arapahoe County, Colorado: Applicant has entered into a lease with Foxridge Mobile Home Park Associates, LLLP, allowing use of an estimated annual amount of between 60 and 80 acre-feet as a source of replacement water in the augmentation plan described herein. The nontributary Laramie-Fox Hills aquifer ground water that is the subject of the lease was decreed for use and reuse on February 10, 1989, in Case No. 87CW057, District Court, Water Division No. 1 (and was the subject of previous decrees in Case Nos. 81CW251 and 86CW246), and for withdrawal from two wells (permit numbers 15955-F and 15956-F) at the

106

rates of 0.36 cfs (160 gpm) and 0.23 cfs (105 gpm), in a total annual amount of 200 acre-feet, for numerous types of beneficial use, including augmentation. The decreed locations of the 2 wells are in the north half of the northwest quarter of Section 4, Township 4 South, Range 65 West, 6th P.M., Arapahoe County, Colorado, with the well under permit number 15955-F located at a point 225 feet south of the north section line and 140 feet east of the west section line, and the well under permit number 15956-F located at a point 225 feet south of the north section line and 2,530 feet east of the west section line. The not nontributary Denver aquifer ground water that is the subject of the lease was decreed for use and reuse on November 17, 1993, in Case No. 89CW083, District Court, Water Division No. 1, and for withdrawal from a well (permit number 37492-F) at an average pumping rate of 125 gpm in an average annual amount of 26.6 acre-feet, for uses that include augmentation. The decreed location of the well is in the northwest quarter of the northwest quarter of Section 4, Township 4 South, Range 65 West, 6th P.M., Arapahoe County, Colorado, at a point approximately 950 feet from the north line and 120 feet from the west line of said section 4. 3.C. Such other water as may become available to applicant from any other source legally available for augmentation and which can be provided in the amount, at the time and at the location required for augmentation. 4. Historic use: There is no historic use associated with the nontributary Laramie-Fox Hills ground water that is the subject of the application in Case No. 06CW123. The water available to applicant pursuant to its lease with Foxridge Mobile Home Park Associates, LLLP, has historically been used as a domestic water supply for the residents of the Foxridge Mobile Home Park. 5. Statement of plan for augmentation, covering all applicable matters under C.R.S. § 37-92-103(9), 302(1) and (2), and 305(8): 5.A. The Columbine Ranches Subdivision consists of approximately 54 residential lots on 160 acres located in the southeast quarter of Section 5, Township 2 South, Range 66 West, 6th Principal Meridian, Adams County, Colorado. An alluvial well (permit no. 03873-F described above in section 2 and sometimes referred to herein as the “Columbine Ranches Subdivision Irrigation Well”) is located in the northwest quarter of the northeast quarter, Section 5, Township 2 South, Range 66 West, on land adjacent to or near the subdivision and is presently hooked into the irrigation system of the subdivision. Use of this well for irrigation purposes is the subject of this augmentation plan. Applicant will account for the timing, amount, and location of depletions resulting from irrigation pumping as follows. 5.B. Applicant proposes to pump the Columbine Ranches Subdivision Irrigation Well for irrigation use on the 54 lots and other irrigated areas in the Columbine Ranches Subdivision. Applicant estimates there are approximately 55.5 irrigated acres associated with the subdivision, consisting of approximately 5,000 square feet of bluegrass lawn per lot, with the remainder of the irrigated area in the subdivision being planted in native pasture grasses, resulting in a total of 6.2 acres of bluegrass and 49.3 acres of pasture grass. Irrigation requirements associated with the Columbine Ranches Subdivision have been calculated using the Modified Blaney-Criddle Method and temperature and precipitation data from the Brighton NOAA station. Based on the foregoing, the estimated maximum average annual irrigation requirement is 98.5 acre-feet per year. Applicant proposes to use a consumptive use factor of 85%, such that approximately 85% of the pumped water will be consumptively used by the vegetation and 15% will return to the subsurface via deep percolation. The estimated maximum total depletion to the stream system from such irrigation is 83.7 acre-feet per year. A flow meter is installed on the Columbine Ranches Subdivision Irrigation Well and will be read as necessary during the irrigation season. Depletions resulting from current and previous pumping of the irrigation well for use in the subdivision will be determined based on flow meter records and available past pumping data. 5.C. Depletions resulting from pumping of the Columbine Ranches Subdivision Irrigation Well reach the South Platte River at a location described generally as the southeast quarter of the southwest quarter of Section 26, Township 1 South, Range 67 West. 5.D. The timing of depletions will be determined using the Alluvial Water Accounting System (AWAS) software developed by Colorado State University’s Integrated Decision Support (IDS) Group, or other accepted methodology. The timing of such depletions to the South Platte River is

107

delayed, and affects the stream system on a year-round basis. 5.E. As necessary to replace injurious out-of-priority depletions resulting from irrigation pumping, applicant will provide replacement water in the proper amount, time, and location. Applicant proposes to provide such replacement water (1) by injecting or recharging to the affected stream system nontributary ground water pumped from the Laramie-Fox Hills aquifer underlying the subdivision; (2) by taking credit for effluent from the Foxridge MHP WWTP pursuant to the lease with Foxridge Mobile Home Park Associates, LLLP, and (3) by taking credit from such other water as may become available to applicant from any other source legally available for augmentation and which can be provided in the amount, at the time and at the location required for augmentation. 5.F. Injection and/or recharge: Water for injection or recharge will be pumped from one or more Laramie-Fox Hills wells to be constructed in the Columbine Ranches subdivision, pursuant to permit number 64856-F, the decree to be issued in Case No. 06CW123, and/or any other permit issued under that decree. Up to 36.25 acre-feet of such water is estimated to be available on an average annual basis. Such water will be metered and pumped to an alluvial injection or recharge facility proposed to be located near the Laramie-Fox Hills well. Based on the determined amount of previous and current pumping and on the analysis of depletions resulting from such pumping, and depending on how much water is available from applicant’s other augmentation sources, applicant will then determine the appropriate time and amount of pumping and injection from the Laramie-Fox Hills well. The injection or recharge facility will be located within approximately 1,400 feet of the Columbine Ranches Subdivision Irrigation Well. The amount, location and timing of the proposed injection and/or recharge will be such that the injected and/or recharged water can percolate back into the aquifer at approximately the same time and location and in the same amount as a determined portion of the depletions resulting from pumping of the Columbine Ranches Subdivision Irrigation Well. The over-all effect will be that the accretions from the injection or recharge will offset a determined portion of the depletions from the irrigation pumping. 5.G. Return flows from discharges by the Foxridge MHP WWTP available to applicant pursuant to the lease with Foxridge Mobile Home Park Associates, LLLP: The return flows result from indoor use in the Foxridge Mobile Home Park supplied by pumping of the nontributary Laramie-Fox Hills (LFH) aquifer wells and not nontributary Denver aquifer well described above in section 3.B. 13.2% (3.5/26.6) of the Denver aquifer water pumped per year is subtracted from the calculated effluent return flows to account for necessary replacement to the First Creek alluvial aquifer caused by pumping of the Denver well per conditions in the decree in Case No. 89CW083. An additional 2% of the water pumped from the LFH wells is subtracted to account for the relinquishment requirement per the decree in Case No. 87CW057. The annual amount of such available return flows is estimated to range from 60 to 80 acre-feet. 5.H. Accretions from the Foxridge MHP WWTP return flows reach the intersection of First Creek and the South Platte River after being discharged to First Creek from the Foxridge MHP WWTP at a location described generally as the northwest quarter of the northwest quarter of Section 4, Township 4 South, Range 65 West, 6th P.M., Arapahoe County. The accretions reach the South Platte River at a location generally described as the southwest quarter of the northwest quarter of Section 9, Township 2 South, Range 67 West. The timing of the accretion of the Foxridge MHP WWTP effluent to the South Platte River was calculated using the Darcy equation as 3,193 days or 8.75 years. 5.I. The amount of Foxridge MHP WWTP return flows are determined from metered discharge and occupancy data provided by Foxridge staff. Based on the determined amount of return flows, and “lagging” them on a monthly basis using a “lag” time of 105 months, applicant will calculate accretions to the South Platte River from Foxridge MHP WWTP return flows and account for them in the proper time, amount, and location as necessary to replace depletions resulting from current and previous pumping of the Columbine Ranches Subdivision Irrigation Well. 5.J. Pursuant to this plan, applicant may irrigate up to 55.5 acres anywhere within the Columbine Ranches Subdivision, provided that the total amount of irrigation within the Columbine Ranches Subdivision does not result in consumptive use greater than the annual

108

amount available from the replacement sources available to applicant. Applicant will compile monthly accounting that states the amount and location of out-of-priority stream depletions from the Columbine Ranches Subdivision Irrigation Well; the amount, location and source of all replacement water actually provided; and any other plan operations for the month. In addition, applicant will provide an annual accounting of all actual plan operations. 6. Names and addresses of owners 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, including any modification to the existing storage pool: The Columbine Ranches Subdivision Irrigation Well is located on land within the Buffalo Run Golf Course whose address is 15700 E. 112th Avenue, Commerce City, Colorado 80022. The golf course is owned by Commerce City. Applicant owns or has an easement for the land on which the irrigation well is located. The lot upon which the Laramie-Fox Hills well and the recharge or injection structure will be located is Lot 1, Block 1, Columbine Ranches, First Filing, owned by Dale and Mary Jane Allee, with an address of 11577 Nucla Street, Commerce City, Colorado, 80022. 7. Remarks: A map or maps showing the approximate locations of the Columbine Ranches Subdivision, the Columbine Ranches Subdivision Irrigation Well, the South Platte River stream reach affected by depletions from the irrigation well, the currently proposed Laramie-Fox Hills well, the injection/recharge facility, the Foxridge MHP WWTP discharge point, and the reach of the South Platte River where accretions from the Foxridge MHP WWTP discharges accrue are attached to the application. WHEREFORE, applicant respectfully requests the Court to approve the augmentation plan described herein and to grant such other relief as the Court deems appropriate. 06CW298. CONCERNING THE APPLICATION FOR CHANGE OF WATER RIGHTS OF THE UNITED WATER AND SANITATION DISTRICT AND APPLICATION FOR PLAN OF AUGMENTATION FOR THE UNITED WATER AND SANITATION DISTRICT AND THE BIGFOOT TURF FARM, INC., FOR THE USE AND BENEFIT OF THE BIGFOOT TURF FARM, INC. Co-Applicants IN WELD COUNTY, COLORADO The United Water and Sanitation District (United) , Robert A. Lemke Chairman. 5460 South Quebec Street, Greenwood Village, Colorado. 303-773-1005. BigFoot Turf Farm, Inc. (BigFoot), Greg Johnson, President. 22455 WCR 49, LaSalle, CO 80645. 970-28-000. John P. Akolt, III; John C. Akolt, II Akolt & Akolt 1880 Arapahoe Street, Suite 2005, Denver, Colorado 80202. 303-90-7029, attorneys for Co-Applicants. Name(s) of structure(s) to be augmented: Well. Permit Number 11720, Registered May 1, 1957. Owner of Well: Big Foot Turf Farm, Inc. 22455 WCR 49, LaSalle, CO 80645. Well Decreed in Case No. W1630, Water Court Water Division No. 1, June 20,1957. Absolute for 2.2 cfs. Use type 1. Well located in the SW/SW/SE1/4, Section 10, Township 4 North, Range 65 West of the 6th P.M., Weld County Colorado. Well used for the irrigation of approximately 70 acres situate in the West1/2 of the SE1/4 of Section 16, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. Are there other water rights diverted from this structure(s)? � Yes X No. Previous decree(s) for water right(s) to be used for augmentation: United is the owner of 30 shares of the Riverside Reservoir Company and 3 shares of the Jackson Lake Reservoir Company. These shares have been made available by lease to the Co-Applicant BigFoot for use in the augmentation plan that is the subject of this application. The consumptive use attributable to the above shares will be used to replace out of priority depletions attributable to the BigFoot well. United will provide for the management and release of all historical return flows. The water that is to be used for augmentation is United’s pro-rata share, as a shareholder, of the following rights and decrees:

Decrees of the Riverside Reservoir Company are:

Case No. Date entered on admin id

109

Riverside storage CA 2142 4/1/1902 1/15/1914 19083 3651Riverside storage CA 2142 8/1/1907 1/15/1914 21031 3651Riverside storage CA 2142 10/25/1910 1/15/1914 22212 3651Riverside refill CA 16704 12/31/1929 10/18/1965 31423.29 3651Equus 88CW239 3/3/1988 2/14/1991 50466 2047NHF 88CW264 11/4/1988 4/30/1996 50712 2048Sublette 89CW027 12/31/1988 4/30/1996 50769.49 2031

RID Decrees Case No. Date entered on

Goodrich W-2919 12/31/1978 4/1/1986 46751.46 503Vancil 86CW387 12/31/1986 12/13/1988 49847 3400Vancil 1st Enlargement 88CW221 12/28/1988 10/30/1990 50403.5 3400Headley 90CW189 8/10/1990 11/23/1992 51356 3344Riverside Aug 02CW086 4/30/2002 02cw086 amendment 02CW086 4/17/2003

Decrees of the Jackson Lake Reservoir Company are: Case No. Adj. Date App. Date Admin. No. 90CW181 1/15/1914 5/18/1901 18765.00000 CA2142 1/15/1914 5/18/1901 18765.00000 90CW181 5/11/1915 5/18/1901 19918.18765 CA2142 5/11/1915 5/18/1901 19918.18765 90CW191 6/8/1965 12/31/1929 31423.29219 CA16704 6/8/1965 12/31/1929 31423.29219 90CW181 1/15/1914 5/18/1901 18765.00000 90CW181 5/11/1915 5/18/1901 19918.18765 90CW181 6/8/1965 12/31/1929 31423.29219

United’s pro-rata share of the above rights is to be changed from irrigation to augmentation use through this application. The historical consumptive use attributable to United’s shares has previously ceased and will hereafter be available for use as replacement for out of priority depletions attributable to the BigFoot well. United will continue to receive its water as a shareholder from the Riverside and Jackson Lake systems through the ditch and reservoir systems of the companies and in such manner the historical operations of the companies will be maintained and historical stream returns from the operation of the systems will be maintained. Historical return flows attributable to the on farm application of the shares will be released with the consumptive use attributable to the shares and will be replaced in time and location as historically occurred. Historic use: The water rights were historically used within the Riverside and Jackson Lake Reservoir systems. The immediate use prior to acquisition of the shares by United has been for use by G.A.S.P. in the G.A.S.P. augmentation plan. Statement of plan: Diversions from the BigFoot well cause depletion to the Beebe Seep and thence the South Platte River. To the extent that depletion is out of priority, the purpose of this plan is to provide for replacement of such out of priority depletion in time location and amount to the extent necessary to prevent injury to senior water rights. Determination Stream Depletions. Depletions to the

110

river have been calculated by Duane D. Helton, consulting engineer for the Co-Applicants using the Glover method. The values used for the determination of the timing and location of tributary depletions are: Transmissivity: (gpd/ft) 138,197; Specific Yield: 0.20; Distance from well to Beebe Seep: 233 ft.; Distance from Beebe to aquifer boundary: 4,475 ft. Rounded to nearest 1/2 of 1%, all return flows reach the river within 10 months from date of pumping. On such basis, there are no post-pumping obligations associated with the BigFoot well that remain. A Unit Response Function for the BigFoot well has been prepared by Duane D. Helton as follows: From date of pumping:

Month Percent of Depletion reaching stream 1 85.26 2 93.63 3 95.58 4 96.88 5 97.79 6 98.43 7 98.88 8 99.21 9 99.60

The remaining 0.4 percent of residual depletions will be released with the 9th month replacement. Pumping of the BigFoot well will be limited to the amount and timing of consumptive use water that is available for replacement of well depletions from the Riverside and the Jackson Lake shares. This is less than the potential consumptive use of the turf crop that is the primary crop to be irrigated under this plan. Consumptive use not met by the augmented pumping from this plan will be provided by water from shares in the Farmers Reservoir and Irrigation Company that are owned or will be leased by BigFoot. The location of use of such shares is within the Barr Lake and Milton Lake systems of the Farmers Reservoir and Irrigation Company. Any consumptive use of the crop not met by the augmented pumping under this plan or by the supplemental surface water available to Co-Applicant Bigfoot will not be made up from any other source. Co-appliants estimate the average available consumptive use that will be available from the augmentation replacement sources will be approximately 70 acre feet of water per year. The amount of replacement water available in each year and each month of each year will very depending upon the allocation of water on the replacement supplies in each year. BigFoot will limit the amount pumped from the Bigfoot well to that amount of replacement water that is available to Bigfoot on the allocation to the shares at the time of pumping. United will provide for the historical return flows attributable to the Riverside and Jackson Lake shares, not otherwise maintained by accepting delivery of water on the shares from the respective reservoir companies in the manner historically made by requesting delivery of such amounts to be measured through augmentation stations back to the South Platte River. Consistent with the amount of replacement water required under this plan to replace out of priority depletions from the BigFoot well, United will also provide for the release of the consumptive use component of the replacement water by requesting the release of such water through augmentation stations from the Riverside and Jackson Lake systems. The change of water rights that will provide for the replacement of out of priority depletions from the BigFoot well will be left in the Riverside Reservoir Company system and the Jackson Lake Reservoir system and will be delivered through augmentation stations back to the South Platte River. United will continue to receive its augmentation water through the respective reservoir systems, in common with the other shareholders of the companies. In such manner, the ditch and reservoir losses attributable to the use of the United shares will remain unchanged and will replicate the historical deliveries and stream returns as historically occurred. Name(s) and

111

address(es) of owner(s) of the land on which structures is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. Well used for the irrigation of approximately 70 acres situate in the West1/2 of the SE1/4 of Section 16, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. The land is owned by Co-applicant BigFoot Turf Farm, Inc. The augmentation water that is allocated to the Riverside Reservoir Company shares and the Jackson Lake Reservoir Company shares is stored in the Riverside Reservoir and Jackson Lake. AMENDMENTS 1997CW263, ASARCO LLC, 495 E. 51st Avenue, Denver, CO 80216, through their undersigned attorneys, Petrock & Fendel, P.C., Frederick A. Fendel, III, Atty. Reg. #10476, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. SECOND AMENDED APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION, IN ADAMS COUNTY. Applicant, ASARCO LLC, through its undersigned attorneys, amends its Application filed September 30, 1997, and amended December 31, 1998, as follows: 1. Paragraph 2 shall be amended as follows: Name of structures to be augmented: ASARCO Recovery Wells, currently located in Manhole Nos. 5 and 7, but which may be located at any point along an easement located in the Northeast Quarter of Section 15, Township 3 South, Range 68 West of the Sixth Principal Meridian, County of Adams, State of Colorado, extending 10.00 feet on either side of the following described centerline: Commencing at the Southeast corner of said Northeast Quarter of Section 15, and considering the east line of said Northeast Quarter to bear North 00º16´06˝ East; Thence North 84º43´12˝ West, a distance of 894.57 feet to the Point of Beginning; Thence North 36º27´54˝ East, a distance of 19.00 feet to Manhole 1; Thence North 36º27´54˝ East, a distance of 205.28 feet to Manhole 2; Thence North 46º12´52˝ East, a distance of 215.25 feet to Manhole 3; Thence North 34º41´34˝ East, a distance of 513.44 feet to Manhole 5; Thence North 36º11´03˝ East, a distance of 204.13 feet to Manhole 6; Thence North 29º48´51˝ East, a distance of 118.49 feet to Manhole 7; Thence North 00º55´08˝ East, a distance of 452.98 feet to Manhole 9; Thence North 00º06´53˝ East, a distance of 223.38 feet to Manhole 10; Thence North 00º06´53˝ East, a distance of 10.00 feet to the Point of Terminus, as shown on Attachment A. Said well will withdraw water tributary to the South Platte River at a rate of flow of 30 gpm, for an annual amount of no more than 48.0 acre-feet per year. The water will be used for nonconsumptive industrial purposes. 2. In all other respects, the Application remains the same. 04CW25 The New Cache La Poudre Irrigating Company c/o Don Magnuson, P.O. Box 104, Lucerne, CO 80646. All future correspondence and pleadings to: Daniel K. Brown, Fischer, Brown & Gunn, P.C., 1319 East Prospect Road, Fort Collins, CO. FIRST AMENDED APPLICATION FOR APPROVAL FOR AUGMENTATION AND FOR WATER RIGHTS in LARIMER AND WELD COUNTIES. The original application in this matter was filed on February 5, 2004 and was published in the February 2004 resume (“Original Application”). The Original Application is unchanged by this amended application except to the extent specifically set forth below. 1. Section 1 of the Original Application is amended to reflect that The Lower Poudre Augmentation Company (hereinafter “Applicant”) has been assigned this application by the New Cache la Poudre Irrigating Company and is now the Applicant herein. 2. Section 3 of the Original Application describes the wells to be augmented in this plan for augmentation. Table 1 below is an updated, complete list of wells to be augmented. Applicant intends this plan to provide augmentation for replacement and/or alternate point of diversion wells for the wells listed in Table 1 below.

TABLE 1

112

Wells to be Augmented

WDID STRUCTURE NAME TWN RNG SEC Q160 Q40 Q10 CASE

NO. PERMIT

NO.

W005 0305736 NELSON WELL 8770 6 N 66 W 28 SW NW NE W0286 8770R

W006 0305831 WILLIAMS WELL 1-13974 6 N

66 W 34 NW NE NW W1392 13974R

W007 0106337 DINNER WELL 1-11840 6 N

65 W 14 NW SW SE W3682 11840R

W009 0106347 DINNER WELL 5-11842 6 N

65 W 14 SW NW NW W3682 11842R

W010 0108993 WILLSON WELL 1-0702 6 N

65 W 15 NE SW SW W1596 702R

W011 0107834 NORRIS WELL 1 6 N 65 W 16 NE NW NE W2274 NR

W012 0105534 ARNOLD WELL 8242 6 N 65 W 21 SE NE NW W1042 8242R

W013 0108809 WATSON WELL 6512 6 N 65 W 21 SW SE NW W4534 6512R

W014 0106339 DINNER WELL 2-11826 6 N

65 W 23 NW NE SE W3685 11826R

W015 0106342 DINNER WELL 3-11827 6 N

65 W 23 NW NE NE W3685 11827R

W018 0105501 ANDERSON WELL 2-10675 6 N

65 W 24 SW SE SW W3558 10675R

W019 0105498 ANDERSON WELL 1-R1283 6 N

65 W 24 NE NW NW W3558 1283R

W021 0108706 UHRICH WELL 1-8594 6 N 65 W 27 NE NW NW W1586 8594R

W022 0108707 UHRICH WELL 2-8616 6 N 65 W 27 NE NE NW W1586 8616R

W023 0305947 SWANSON WELL 12711 6 N

65 W 27 SE NW NE W0252 12711R

W024 0305912 SWANSON WELL 8697 6 N 65 W 28 NE NE NW W0251 8697R

W025 0108807 WATSON WELL 10499 6 N 65 W 28 NW NW NE W4535 10499F

W026 0109178 HUNGENBERG WELL 1-11034 6 N

65 W 33 NE NW SE W0588 11034R

W027 0105224 MCELROY WELL 1-12798 6 N

65 W 33 SW NW NW W3332 12798R

W028 0105749 BLISS WELL 12334 6 N 65 W 33 SE NW NE W1525 12334R

W030 0105390 WINTERS WELL 1-13199F 6 N

65 W 34 SW NW NW W0607 13199F

W031 0306338 ROTHLISBERGER W R-19437 6 N

65 W 34 NE NW NW W0177 19437R

W036 0106280 DAVIS WELL 1-14965 5 N 65 3 NW NE NW W5466 14965R

113

W

W037 0108381 SITZMAN WELL 8726 5 N 65 W 3 NE NW NW W0313 8726R

W038 0305770 PETERSON WELL 5 N 65 W 3 NE NW NE W0301 NR

W039 0106431 EHRLICH WELL 1-8743 5 N

65 W 2 NE NW NW W0615 8743R

W043 0108824 WEBSTER LAND WELL 11566 6 N

64 W 32 SW NE NW W6161 11566R

W044 0108825 WEBSTER LAND WELL 11567 6 N

64 W 32 SE NE NW W6161 11567R

W045 0108826 WEBSTER LAND WELL 11568 6 N

64 W 32 SW NE NW W6161 11568R

W046 0109187 HUWA WELL 1-12898 6 N 64 W 33 SW NE NW W2806 12898R

W052 0108934 WESENBERG WELL 8657 5 N

64 W 4 SE NW SW W0295 8657R

W053 0108935 WESENBERG WELL 8658 5 N

64 W 4 SE SE SE W0295 8658R

W054 0105429 ACHZIGER WELL 1-6383 5 N

64 W 4 SW NW NE W5194 6383R

W055 0105430 ACHZIGER WELL 13379 5 N

64 W 5 SE NW NE W1747 13379R

W058 0105391 WINTERS WELL 2-13200F 5 N

65 W 3 NW NW NW W0607 13200F

W064 0106430 EHRLICH WELL 1-7106 6 N

64 W 31 NW NW NW W0614 7106R

W065 0107921 PEARSON NORTH W RD145 5 N

64 W 6 NW NW SE W7101 145RD

W066 0106516 FARR WELL 1-R12187 6 N 64 W 31 SW NW NE W3078 12187R

W067 0107924 PEARSON SOUTH W RD335 5 N

64 W 6 NW NW SW W7101 335RDR

W068 0106062 COOK WELL 1-013197-F 6 N

63 W 20 SE NE NW W2621 13197F

W069 0107977 PFEIFFER WELL 2-11572 6 N

64 W 26 SE NE NE W0719 11572R

W070 0107978 PFEIFFER WELL 3-11573 6 N

64 W 26 SE SE SE W0719 11573R

W071 0107976 PFEIFFER WELL 1-11571 6 N

64 W 26 SE NE NE W0719 11571R

W072 0105747 BLISS WELL 1-14508 6 N 65 W 33 SW NE NW W2155 14508R

W073 0108379 SITZMAN WELL 13631 5 N 64 W 4 SW NE NW CA16704 13631R

W077 0305700 K-BAR WELL NO 1-14535 6 N

66 W 28 SE NW SW W3504 14535R

W078 0305964 K-BAR WELL NO 2-14536 6 N

66 W 28 SE NE NE W3504 14536R

W080 0307119 DETTERER WELL 04447-F 6 N

67 W 25 NE NW SW W1780 4447F

114

W081 0307120 DETTERER WELL 10847-F 6 N

67 W 25 NE NW SE W1780 10847F

W082 0108551 SUTTER INC WELL 1-8665 6 N

65 W 15 NW SW NW W0573 8665R

W083 0307109 HETTINGER WELL 1-04343F 6 N

67 W 24 NW NE SE W2414 4343F

W085 0107734 MOORE WELL 11581 5 N 65 W 3 SE SE NE W7722 11581R

W087 0306740 LEFFLER WELL 11286 6 N 66 W 25 SW SW SE W0353 11286R

W100 0306715 LEFFLER WELL 21787F 6 N

66 W 25 SW EH 0 W0353 21787F

W110 0105217 LUNDVALL WELL 1-19413 6 N 64 W 17 SE NE NE W1947 19413R

W111 0105600 BATES WELL 1-12090F 6 N

64 W 36 SW SW 0 W4587 12090F

W112 0109223 LUNDVALL WELL 2-19413 6 N

63 W 17 NE SE SW W1947 19413S

W113 0105601 BATES WELL 2-3791F 6 N 64 W 36 SW SW 0 W4587 3791F

W114 0105602 BATES WELL 3-3792F 6 N 64 W 36 SE SE 0 W4587 3792F

W115 0107103 KERBS WELL 5-348 6 N 63 W 17 SW NE SE W0686 348R

W117 0305758 SCHAEFER WELL 1-13068R 6 N

65 W 6 SE NW NW W2053 13068R

W122 0106837 HANSEN WELL 2-6284 7 N 65 W 9 NE NE NE W1046 6284R

W123 0106833 HANSEN WELL 1-6283 7 N 65 W 9 NE NE NE W1046 6283R

W124 0106508 FARR FARMS WELL 17 S-1 6 N

65 W 17 NW NW NE W3368 13422R

W125 0105900 BUNCH WELL 4-13236 7 N 65 W 10 NW NW NW W2764 13236R

W126 0105901 BUNCH WELL 5-13237 7 N 65 W 10 NW SW NW W2764 13237R

W127 0105902 BUNCH WELL 6-15860 7 N 65 W 10 NW SW NW W2764 15860R

W128 0305835 HERGERT WELL 1-12843 7 N

67 W 35 NE NE SW W0768 12843F

W129 0305858 HERGERT WELL 2-13388 7 N

67 W 35 NE SE SW W0768 13388F

W130 0105553 AVERY WELL 2-6180-R 6 N

65 W 10 SW NW SW W0675 6180R

W132 0306279 H W FARR INC W 8-R13449 6 N

65 W 7 SW NE NE CA11217 13449R

W136 0105856 BROWN WELL 1-10059 7 N

65 W 17 NE NW NW W0757 10059R

W154 0107099 KERBS WELL 1-344 6 N 63 W 17 SW NW NE W0686 344R

W155 0107100 KERBS WELL 2-345 6 N 63 17 SW SW SW W0686 345R

115

W

W156 0107101 KERBS WELL 3-346 6 N 63 W 17 SW SE SE W0686 346R

W157 0107102 KERBS WELL 4-347 6 N 63 W 17 SW SE SE W0686 347R

W158 0107104 KERBS WELL 6-14323 6 N 63 W 17 NW SW SW W0686 14323F

W160 0105857 BROWN WELL 2-10060 7 N

65 W 17 NE NW NE W0757 10060R

W161 0105858 BROWN WELL 3-10061 7 N

65 W 17 NE NW NE W0757 10061R

W162 0105859 BROWN WELL 4-10062 7 N

65 W 17 NE NW NE W0757 10062R

W163 0105861 BROWN WELL 5-10063 7 N

65 W 17 NE NW NE W0757 10063R

W164 0105863 BROWN WELL 6-6563-F 7 N

65 W 17 NE NW NE W0757 6563F

W169 0107934 PEPPLER WELL 1-0458 6 N 64 W 24 SW NW NE W2745 458R

W170 0107935 PEPPLER WELL 2-0459 6 N 64 W 24 SW NE NE W2745 459R

W171 0107933 PEPPLER WELL 3-0460 6 N 64 W 24 SW NE NW W2745 460R

W179 0305869 SWANSON WELL 1-013618-F 6 N

67 W 24 NW SW NW W2749 13618F

W182 0106760 GROVES DILLARD WELL 1547 7 N

65 W 31 SE NW 0 W6086 1547R

W185 0105150 DINNER WELL 1 6 N 65 W 23 NW NE 0 W3685 NR 3. Section 4 of the Original Application is amended to include the following paragraph at the end of said section, which is intended to clarify Applicant’s intent to use additional sources of water for augmentation purposes: “The Applicant also seeks the right to use, either permanently or temporarily, for augmentation, replacement, and/or recharge in this plan for application, waters that have been decreed for or changed to fully consumptive uses, or are fully consumptive by virtue of their nature or legal status, such as transbasin water. Further, Applicant seeks approval of its right to use other sources of water that may be acceptable to the State Engineer as substitute supply water in accordance with § 37-92-308, C.R.S. In addition to the recharge structures specifically described in Tables 2 and 3 above, Applicant reserves the ability to add additional recharge structures that may be served by the New Cache la Poudre Ditch a/k/a Greeley Canal #2. The headgate of the New Cache la Poudre Ditch is located in the SW1/4 in SE1/4, NE1/4, Sec. 11, T6N, R68W, 6th P.M., Larimer County, Colorado.” 4. Section 6 of the Original Application is a statement concerning the proposed operation of the plan for augmentation. At the time the Original Application was filed, it was anticipated that the Applicant would use “SDF” or “Stream Depletion Factor” methodology in determining the timing of depletions and accretions. Currently the generally preferred method for lagging depletions and accretions utilizes Glover methodology. Accordingly, Applicant now intends to determine the timing of depletions and accretions associated with this plan by means of the Alluvial Water Accounting System (“AWAS”) model using the “Alluvial Aquifer” boundary condition option (AWAS—Alluvial Aquifer), or such other lagging methodology that the court deems proper. Applicant reserves the right to revise and/or refine this plan for augmentation, including the engineering assumptions

116

and/or engineering methodologies, as this case proceeds, provided such revisions and refinements are acceptable to the court. In all other respects, the Original Application remains as published. 04CW81. AMENDMENT OF APPLICATION IN WELD AND MORGAN COUNTIES. Applicants, Groves Farms, LLC and Riverview Farms, LLC ("Applicants") by and through their undersigned attorneys, hereby submit this Amendment to Application ("Amendment"). The original application was filed on March 31, 2004 ("Original Application"). Since the filing of the Original Application, the Applicants have developed a water pipeline project that will provide additional water rights to be used as sources of replacement water for the plan for augmentation, and as a result, the application must be amended to include an application for water rights for the pipeline project. In addition, Applicants wish to add a claim for underground water rights associated with the augmentation well that was identified in the Original Application. Accordingly, the Original Application is hereby amended as follows: I. The following new claims for water rights are added to the Application. APPLICATION FOR SURFACE WATER RIGHTS 1. Names of structures: A. Groves Pipeline B. Recharge Ponds as listed and described in Paragraph 3.B., below. 2. Legal description of point of diversion: A. Water will be diverted from the South Platte River through the Groves Pipeline, which will divert from the South side of the South Platte River at or approximately 50 feet upstream from the headgate for the Fort Morgan Canal, which is located at a point 23 chains north and 5 chains west of the SE corner of Section 31, Township 5 North, Range 59 West, 6th P.M., Morgan County, Colorado. B. Water diverted from the South Platte River will be delivered through the Groves Pipeline to several ground water recharge ponds, located and described as follows and shown on the map attached as Exhibit F:

RECHARGE PONDS

POND CAPACITY SURFACE

AREA DAM

HEIGHT LOCATION

Groves

32 acre ft.

4 acres

None

SE1/4 SE1/4, Sec. 18, T4N, R59W, 6th P.M.

Groves 2

100 acre-feet

10 acres

8 feet

W1/2 W1/2 SW1/4 Sec. 18 T4N, R59W, 6th P.M.

Groves 3

90 acre-feet

5 acres

8 feet

SE1/4 SW1/4 Sec. 18 T4N, R59W, 6th P.M.

Water may also be delivered to additional recharge ponds that may be constructed on Applicants' property located in Sections 18 and 19, Township 4 North, Range 59 West, 6th P.M. 3. Source: South Platte River. 4. Date and manner of initiation of appropriation: December 29, 2006, by entering into negotiations with landowners for easement agreements; by consulting with water engineers to design and estimate construction costs for the Groves Pipeline; by posting a notice of the intent to appropriate at the point of diversion; and by filing this application. 5. Amount claimed: 7000 gpm. 6. Use or proposed use: The water will be used for recharge, augmentation, and exchange purposes. The water will be used to provide augmentation water for Applicants' Plan for Augmentation. In addition, because it is impossible to match the timing of water availability with the timing of depletions from the wells included in Applicants' Plan for Augmentation, there may be excess credits generated beyond the needs of wells included in the plan. Applicants request the right to recapture any such excess credits for use in this plan by exchange pursuant to an appropriative right of exchange as described below. In addition, Applicants request the right to lease, sell, or assign any such excess credits to any third party for such party’s use, provided that such use is made pursuant to law and is subject to the express approval of the State Engineer or Water Court. 7. Calculation of Accretions from Recharge:

117

Under this water right, accretions attributable to recharge at the recharge sites described herein will be calculated using the AWAS Glover alluvial aquifer method or an appropriate methodology as ordered or approved by the Court. 8. Name and address of owner of land on which point of diversion and place of use will be located: A. The Groves Pipeline will be located on land owned by: Larry Rothe 7035 Rd W Weldona, CO 80653, Robert and Loretta Geisick 20413 MCR 6 Wiggins, CO 80654, Chip Morrison 11001 W Cooper Dr Littleton, CO 80127-5842 A. The recharge ponds are located on lands owned Applicants. APPLICATION FOR GROUND WATER RIGHTS 9. Names of structures: A. Kammerer Augmentation Well No. 1 (Permit No. 60301-F) B. Groves Augmentation Well No. 1 (new well, permit application will be filed) 10. Legal description of wells: A. Kammerer Augmentation Well No. 1 is located in the NW1/4 SE1/4 of Section 25, Township 5 North, Range 60 West, 6th P.M., Morgan County, Colorado, approximately 200 feet South and 25 feet East of the center of said Section 25. B. Groves Augmentation Well No. 1 is located in the SE1/4 SE1/4 of Section 18, Township 4 North, Range 59 West, 6th P.M., Morgan County, Colorado, approximately 105 feet from the East Section line and 1120 feet from the South Section line of said Section 18. 11. Source: Ground water tributary to the South Platte River. Depth: A. Kammerer Augmentation Well No. 1 is approximately 55 feet deep. B. Groves Augmentation Well No. 1 will be approximately 200 feet deep. 12. Date and manner of initiation of appropriation: A. Kammerer Augmentation Well No. 1: May 20, 2003, by filing well permit application and applying the water to beneficial use in Applicants Substitute Water Supply Plan. B. Groves Augmentation Well No. 1: December 29, 2006, by filing well permit application and this water court application. 13. Amount claimed: A. Kammerer Augmentation Well No. 1: 650 gpm, absolute B. Groves Augmentation Well No. 1: 2500 gpm, conditional 14. Use or proposed use: The water will be used for recharge, augmentation, and exchange purposes. The water will be used to provide augmentation water for Applicants' Plan for Augmentation. In addition, because it is impossible to match the timing of water availability with the timing of depletions from the wells included in Applicants' Plan for Augmentation, there may be excess credits generated beyond the needs of wells included in that plan. Applicants request the right to recapture any such excess credits for use in this plan by exchange pursuant to an appropriative right of exchange as described below. In addition, Applicants request the right to lease, sell, or assign any such excess credits to any third party for such party’s use, provided that such use is made pursuant to law and is subject to the express approval of the State Engineer or Water Court. 15. Calculation of Depletions: Under this water right, depletions from out of priority diversions will be calculated using the AWAS Glover alluvial aquifer method or an appropriate methodology as ordered or approved by the Court. 16. Name and address of owner of land on which points of diversion and place of use are located: The wells are located on land owned by the Applicants. APPROPRIATIVE RIGHT OF EXCHANGE 17. Operation of Exchange: At such times when the replacement water delivered to the South Platte River as part of the Applicant's Plan for Augmentation, as set forth in Paragraph 5 of the Original Application, exceeds Applicants' replacement requirements, the excess water may be diverted by exchange at the Groves Pipeline and delivered to Applicants' recharge ponds described above in Paragraph 2.B. Applicant has leased and will continue to lease excess augmentation credits from the Fort Morgan Reservoir & Irrigation Company ("Ft. Morgan") Augmentation Plan as set forth in Paragraph 5.A.(6) of the Original Application, or from other augmentation plans as set forth in Paragraphs 5.A. and 6.D., and at times when those credits are not needed to meet Applicants' replacement requirements, they may be diverted by exchange at the Groves Pipeline and delivered to Applicants' recharge ponds described above in Paragraph 2.B. A. Legal Description of Point of Diversion: The point of diversion is the Groves Pipeline described above in Paragraph 2.A. B. Legal Description of Exchange Reach: The exchange reach extends from a downstream point at the headgate of the Lower Platte and Beaver Canal located in the SE1/4 of Section 25, Township 4 North, Range 57 West, 6th P.M., Morgan County, Colorado to an upstream point at the Groves Pipeline. C. Date

118

of Appropriation: December 29, 2006. D. Amount Claimed: 7000 gpm. E. Use or Proposed Use: The water will be used for recharge, augmentation, and exchange purposes as described above. II. The Plan for Augmentation in the Original Application shall be amended as follows: 1. Paragraph 4 of the Original Application is amended to add Groves Augmentation Well No. 1 and to delete Kammerer Augmentation Well No. 2 as structures to be augmented. Paragraph 4 shall is amended to read as follows: 4. Name of structures to be augmented: The structures to be augmented by this plan are irrigation and augmentation wells owned by the Applicants. The registration numbers and locations are listed in the tables below. APPLICANTS’ WELLS

Well Name Well

Permit No. Decree Location

Groves No. 1 10372 W-4950,

99CW151 SW 1/4 SW 1/4 Sec. 6, T4N, R60W

Groves No. 3 55602 W-4950,

99CW151 SW 1/4 NW 1/4 Sec. 6, T4N, R60W Woodworth No. 1 12466 W-5533 SW 1/4 SW 1/4 Sec. 18, T4N, R59W Woodworth No. 2 12467 W-5533 NW 1/4 NE 1/4 Sec. 19, T4N, R59W Woodworth No. 3 12468 W-5533 NW 1/4 NE 1/4 Sec. 19, T4N, R59W

Kula Well 11344-F W-2919 A34 SW 1/4 NW 1/4 Sec. 7, T4N, R60W Kammerer

Aug Well No. 1 60301-F

(aka 03237-F) W-2354 NW 1/4 SE 1/4 Sec. 25, T5N, R60W Groves

Aug Well No. 1 Application will

be filed SE 1/4 SE 1/4 Sec. 18, T5N, R59W

Riverview Well 9393-F

(aka 048559-F) W-2919-34,

89CW29 NW 1/4 NW 1/4 Sec. 13, T4N, R61W 2. Paragraph 5.A.(4) is amended to include all pending Bijou Irrigation Company applications for recharge water rights as sources of excess credits listed in the Original Application. The last sentence of Paragraph 5.A.(4) is amended to read as follows: 5.A.(4). Augmentation credits are available to Bijou pursuant to the Decrees in Case Nos. W-2704 and W-9172-78, 95CW246, 96CW142, and 03CW262, and may be available in pending Case Nos. 00CW58, 01CW189, 02CW317, 03CW406, and 04CW357. 3. Paragraph 5.A.(6) is amended to include the exchange of excess augmentation credits from Ft. Morgan to the Groves Pipeline as described above. The following sentence is added to Paragraph 5.A.(6): Applicants may use credits leased from Ft. Morgan to make direct replacements to the South Platte River or by exchange to the Groves Pipeline. 4. Paragraph 5.C. is amended to delete Kammerer Augmentation Well No. 2 and to add Groves Augmentation Well No. 1 as follows: 5.C.(2). Groves Augmentation Well No. 1 (new well, permit application will be filed). This well will be used as an additional augmentation well for this plan. A well permit application has been filed. Water from this well will be routed to the South Platte River through the Groves Pipeline to replace out of priority depletions not replaced from other sources identified above. 5. Paragraph 5 is amended to add section 5.E., which describes the new surface water right appropriated for the Groves Pipeline and described above, as follows: 5.D. Groves Pipeline. Applicants seek approval to use the surface water right for the Groves Pipeline and the resulting recharge credits that are included in this Amended Application as a source of replacement water in this plan for augmentation. 6. Paragraph 6.A.ii. of the Original Application is amended to reflect the use of the AWAS Glover alluvial aquifer method to calculate stream depletions. Paragraph 6.A.ii. is amended to read as follows: 6.A.ii. The lagged effects of ground water consumption will be determined using the AWAS Glover alluvial aquifer method or another appropriate methodology as ordered or approved by the Court. All other items in the Original Application shall remain as published in the July 2004 resume and all

119

Statements of Opposition previously filed in this case shall apply without the need for further filing.

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 February 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 $70.00 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.