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DISTRICT COURT, WATER DIVISION 1, COLORADO MARCH 2009 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 MARCH 2009 for each County affected. 09CW35 Stuart R. Felde and Georgia Lauritzen, 36558 View Ridge Drive, Elizabeth, CO 80107. Telephone: (303) 646-4937. APPLICATION FOR UNDERGROUND WATER RIGHT IN ELBERT COUNTY. Name of Well: D.A. Well, permit 211257 located NW1/4, NE1/4, S34, T7S, R65W of the 6th PM at a distance 600 feet from North and 2500 feet from East. Street Address: 36558 View Ridge Drive. Subdivision: Ponderosa Park Estates, Unit 1, Lot 8 & 9. Source: Ground water. Depth: 422 feet. Date of appropriation: 07-18-98. How appropriation was initiated: drilled well. Date water applied to beneficial use: 07-18-98. Amount claimed: 15 gpm, Absolute. Name of Aquifer: Upper Dawson. Amount claimed in acre feet annually: Well is NNT in upper Dawson Aquifer. Area of lawns and gardens irrigated: 1/2 acre. Use: In house, single family dwelling, domestic animals, fire protection. Applicant desires to adjudicate the Denver Basin water underlining land owned by applicant. This includes the existing well, permit number 211257, in the Upper Dawson Aquifer, as well as the remaining aquifers, Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills. 09CW36 George F. Berry, 718 Verdos Drive, Elizabeth, CO 80107. Telephone: (303) 841-5329. APPLICATION FOR UNDERGROUND WATER RIGHT IN ELBERT COUNTY. Name of Well: Berry Well, permit 18515A located SW1/4, SE1/4, S27, T7S, R65W of the 6th PM at a distance 910 feet from South and 2435 feet from East. Street address: 718 Verdos Drive. Subdivision: Ponderosa Park Estates, Lot 11, Filing 5. Source: Ground water. Depth: 428. Date of appropriation: April 19, 1985. How appropriation was initiated: drilled well. Date water applied to beneficial use: April 19, 1985. Amount claimed: 15 gpm, Absolute. Name of Aquifer: Upper Dawson. Amount claimed in acre feet annually: 1 – well is NN in Upper Dawson Aquifer. Area of lawns and gardens irrigated: 1/3 acre. Use: In house, single family dwelling, domestic animals, livestock, fire protection. Applicant desires to adjudicate the Denver Basin water underlining land owned by applicant. This includes the existing well, permit number 18515, in the Upper Dawson Aquifer, as well as the remaining aquifers, Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills. 09CW37 David C. and Nona C. Sweeten, 36508 View Ridge Drive, Elizabeth, CO 80107. Telephone: (303) 646-5732. APPLICATION FOR UNDERGROUND WATER RIGHT IN ELBERT COUNTY. Name of Well: Sweeten Well, permit(s) 93VE416, 68762A, located NW1/4, NE1/4, S34, T7S, R65W of the 6th PM at a distance 150 feet from North and 2000 feet from East. Street address: 36508 View Ridge Drive. Subdivision: Ponderosa Park Estates, Lot 3 & 4. Source: Ground water. Depth: 420 feet. Date of appropriation: 10-18-1993. How appropriation was initiated: drilled well. Date water applied to beneficial use: 10-18-1993. Amount claimed: 15 gpm, Absolute. Name of Aquifer: Upper Dawson. Amount claimed in acre feet annually: Well is NNT in Upper Dawson Aquifer. Area of lawns and gardens irrigated: 1/8 acre. Use: In house, single family dwelling, domestic animals, fire protection. Applicant desires to adjudicate the Denver Basin water underlining land owned by applicant, this includes the existing well, permit number 93VE416, in the Upper Dawson Aquifer, as well as the remaining aquifers, Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills.

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09CW38 Michael A. Perrella, 724 Verdos Drive, Elizabeth, CO 80107-8552. Telephone: (303) 646-3251. APPLICATION FOR UNDERGROUND WATER RIGHT IN ELBERT COUNTY. Name of Well: Perrella Well, permit 43228A located SW1/4, SE1/4, S27, T7S, R65W of the 6th PM at a distance 700 feet from South and 2375 feet from East. Street Address: 724 Verdos Drive. Subdivision: Ponderosa Park Estates, Lot 12, Filing 5. Zone 13. Source: Ground water. Depth: 300. Date of appropriation: 04-22-2008. How appropriation was initiated: Drilled Well. Date water applied to beneficial use: 04-22-2008. Amount claimed: 15 gpm, Absolute. Name of Aquifer: Upper Dawson. Amount claimed in acre feet annually: 1. Area of lawns and gardens irrigated: 1/4. Use: In house, single family dwelling, watering of poultry and/or domestic animals, lawn and/or garden 3000 sq. ft., fire protection. Applicant desires to adjudicate the Denver Basin water underlining land owned by applicant. This includes the existing well, permit number 43228A in the Upper Dawson Aquifer, as well as the remaining aquifers, Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills. 09CW39 Bonny L. Richland, PO Box 2707, Elizabeth, CO 80107. Telephone: (303) 697-7878. APPLICATION FOR UNDERGROUND WATER RIGHT IN ELBERT COUNTY. Well, permit 89153 located SW1/4, NE1/4, S19, T9S, R64W of the 6th PM at a distance 1900 feet from North and 1900 feet from West. Street address: 3621 CR 106. Source: Upper Dawson Aquifer. Depth: 124. Well, permit 101700 located NW1/4, NE1/4, S19, T9S, R64W of the 6th PM at a distance 1200 feet from North and 1920 feet from East. Street address: 3623 CR 106. Subdivision: A & R Estates, Lot 2. Source: Upper Dawson Aquifer. Depth: 175. Name of Aquifers for both wells: Upper Dawson, Lower Dawson, Denver, Arapahoe, Laramie-Fox Hills. Use for both wells: Domestic, Industrial, Commercial, Augmentation, Stock watering, Recreation, Fish and Wildlife. 09CW40 Daniel E. Bender and Mary M. Bender, 1967 Buttercup Road, Elizabeth, CO 80107, Lisa S. Weinstein, Esq , #35668, c/o Colorado Water Plans, P.O. Box 1955, Elizabeth, CO 80107, Telephone (303) 646-3895 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS IN ELBERT COUNTY. 2. Well Permits: There is one well on the property producing from the Upper Dawson. No wells produce from the Nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. Appropriate well permits will be applied for when Applicant is prepared to drill additional wells. 3. The wells which will withdraw groundwater from the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers are to be located on applicants land on SE/4 of the SE/4 Section 26, Township 7 South, Range 65 West of the 6th P.M., Elbert County. The total area of water rights on the applicants land is 7.3 acres. No specific locations for the proposed wells are requested. Specific locations for additional wells will be provided when applications for well permits are submitted. 4. Source of Water Rights: The sources of the nontributary groundwater to be withdrawn are the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. 5. Date of Appropriation: 11-3-1992. 6. Estimated Amounts (acre feet per year) and Rates of Withdrawal (gallons per minute): Lower Dawson (1.0 AF 150 gpm), Denver (2.3 AF 250 gpm), Arapahoe (2.7 AF 400 gpm) and Laramie-Fox Hills (2.0 AF 400 gpm) aquifers. 7. Well Field: The wells which will withdraw groundwater from the proposed Well Field are to be located on the Applicant’s property. The Applicant requests that the Court determine that the applicant has the right to withdraw all of the legally available groundwater from wells that may be completed in the future as the Applicant’s Well Field. 8. Proposed use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: unified municipal water systems, municipal, domestic, industrial, commercial, irrigation, augmentation, stock watering, recreational, fire protection, water feature ponds and piscatorial habitat less than 1000 square feet, and wildlife. The water will be produced for immediate application to said

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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. 9. Jurisdiction: The Water Court retains jurisdiction over the the material in this application. 10. The use of not nontributary water from future wells shall be subject to judicial approval of an augmentation plan which will be applied for at such time as additional wells may be proposed and permitted. 11. Remarks: Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 6 plus an amount of groundwater 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 a decree, which ever occurs first, times the decreed average annual amount for that aquifer. 12. Number of pages of Application: 3 pages. 09CW41 BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF CLEAR CREEK and CLEAR CREEK SCHOOL DISTRICT RE-1, IN CLEAR CREEK AND JEFFERSON COUNTIES. Name, Address, and Telephone Number of Applicants: Board of County Commissioners of the County of Clear Creek ("Clear Creek County"), P. O. Box 2000, Georgetown, CO 80444, (303) 679-2312; Clear Creek School District RE-1 ("School District"), Attention: Superintendent, P.O. Box 3399, 320 Hwy 103, Idaho Springs, CO 80453, (303) 567-2980. 2. Previous Decree Approving Plan for Augmentation: This Application seeks amendment of the School District's Plan for Augmentation, which was approved by the Water Court in Case No. 80CW289, District Court, Water Division No. 1 as set forth in the Findings of Fact, Conclusions of Law, Order and Decree dated May 7, 1982 (a copy of this decree is attached hereto as Exhibit A) and in the Order Amending Decree dated December 19, 1983 (a copy of this order is attached hereto as Exhibit B), (collectively referred to herein as the "Decree"). A. Structures Augmented: Clear Creek Well No. 1: located in the SE 1/4 NW 1/4, Section 2, Township 5 South, Range 72 West, 6th P.M., County of Clear Creek, approximately 1370 feet south of the north section line and 3040 feet west of the east section line of said section. Clear Creek School Well No. 3: located in the NE 1/4 NW 1/4, Section 2, Township 5 South, Range 72 West, 6th P.M., County of Clear Creek, approximately 30 feet south of the north section line and 2805 west of the east section line of said section. The combined total annual appropriation for the two wells is 7.38 acre feet, at a combined pumping rate of 10 gpm, and the water is used in an elementary school for municipal and domestic in-building purposes. B. Water Rights Used for Augmentation: (i) One-half (1/2) share of the Warrior Ditch Company pursuant to the terms set forth in the decree in Case No. 80CW289, as amended, which provides the School District with 6.225 acre feet of water annually at a storage rate of 0.1232 cfs to be used for augmentation purposes. (ii) Source: One-half (1/2) share of the Warrior Ditch as set forth in the Decree, which includes only water from Bear Creek (the School District's proportionate share of the Turkey Creek Priority awarded to the Warrior Ditch is not included in the prior decree or in this Application, and will remain in the Warrior Ditch pursuant to the prior decree). (iii) Appropriation Dates: Warrior Ditch: Priority # 4, December 1, 1861, 0.0385 cfs; Priority # 14, October 31, 1864, 0.0796 cfs; Priority # 16, April 1, 1865, 0.0359 cfs School Pond Exchange: June 26, 1981 (iv) Historical Use: As noted above, the School District's one-half (1/2) share of the Warrior Ditch was changed in Case No. 80CW289 to include municipal and domestic in-building use, and storage for augmentation. The School District can store up to 6.225 acre feet annually at a rate of 0.1232 cfs. This water is the fully consumable. C. Description of Decreed Plan for Augmentation: Under the School District's decreed Plan for Augmentation, the School District replaces the out of priority depletions for the two School District wells identified above in Section 2.A., which are calculated as 0.37 acre feet annually. The wells are metered, and if pumping results in depletions in excess of 0.37 acre feet annually, additional replacements must be made by the School District. The out of priority depletions are replaced using a one-half (1/2) share of the Warrior Ditch Company, which water right was changed in Case No. 80CW289 to

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include municipal and domestic in-building uses, and storage for augmentation. After making findings about the historical use of the School District's share of the Warrior Ditch and establishing terms and conditions to prevent injury to other water users, the Water Court determined that the School District is entitled to store 6.225 acre feet of water annually at a rate of 0.1232 cfs. The School District's portion of the Warrior Ditch water is stored by exchange at a reservoir in Witter Gulch (the "School Pond") on the following described land: A tract of land, located in the North 1/2 of Section 2, Township 5 South, Range 72 West, 6th P.M., County of Clear Creek, Colorado, more particularly described as follows: Commencing at the North Quarter corner of said Section 2; Thence Westerly along the North line of said Section 2, North 89°24'40" West a distance of 168.23 feet to a point on a Southwesterly Right-of-Way line of Witter Gulch Road, said point being the True Point of Beginning; Thence Southeasterly along said Southwesterly Right-of-Way line, South 37°21'31" East a distance of 274.08 feet; Thence departing said Right-of-Way line, South 00°42'53" West a distance of 659.72 feet; Thence North 88°28'21" West a distance of 0.46 feet to a point on the Easterly Right-of-Way line of King Murphy Road; Thence Northwesterly along said Easterly Right-of-Way line the following eight (8) courses and distances: 1) North 25°23'21" West a distance of 199.70 feet; 2) North 15°55'21" West a distance of 194.99 feet; 3) North 21°29'21" West a distance of 59.01 feet; 4) North 30°09'21" West a distance of 71.99 feet; 5) North 36°23'21" West a distance of 79.73 feet; 6) North 08°32'21" West a distance of 120.74 feet; 7) North 11°05'21" West a distance of 86.54 feet; 8) North 03°14'39" East a distance of 125.28 feet to a point on said North line of Section 2; Thence Easterly along said North line, South 89°24'40" East a distance of 114.06 feet to the True Point of Beginning, containing 3.133 acres, more or less. The water is stored in the reservoir and released according to the terms of the Decree, which provide for the timing and amount of said storage and release. In addition, the Decree provides that the School District must store enough water to compensate for pond evaporation losses in the amount of 2.25 acre feet annually. 3. First Amendment to Plan for Augmentation: The School District's Plan for Augmentation was amended in Case No. 06CW025 on September 5, 2006 to allow the use of surplus water from the School Pond, which is available to the School District from the one-half (1/2) share of the Warrior Ditch by the Clear Creek County Road and Bridge Department for the purposes of dust suppression, road compaction, and related maintenance purposes. The School District's Plan for Augmentation has been operated for over 20 years in accordance with the terms of the Decree, and there has consistently been water available in the School Pond of at least 1.5 acre feet in excess of the amounts needed to replace out of priority depletions from the two school wells and the losses from evaporation. Clear Creek County and the School District entered into a lease that provides for the use by Clear Creek County of a maximum of 1.5 acre feet of water annually. Such use must be made within the time period of April 1 to October 30 of each year. A change of use of the one-half (1/2) share of the Warrior Ditch to include use for fully consumable dust suppression, road compaction, and related maintenance on roads within the Bear Creek drainage by Clear Creek County, in addition to the municipal and domestic in-building, and storage for augmentation uses previously decreed was approved in Case No. 06CW025. Clear Creek County was authorized to withdraw said 1.5 acre feet per year directly from the School Pond when there is surplus water in excess of the amounts needed to replace out of priority depletions from the school wells and evaporation losses. Clear Creek County is responsible for all necessary measuring devices and accounting for said 1.5 acre feet to be used annually by Clear Creek County. All other terms and conditions of the School District's Plan for Augmentation remained the same. 4. Description of Second Amendment to Plan for Augmentation. The amendment requested herein is for the right to make releases from the School Pond described above and take a like amount of water by exchange at the locations described below, in addition to the right to withdraw said water directly from the School Pond in accordance with the First Amendment to the Plan for Augmentation. A. Names of Appropriative Rights of Substitution and Exchange: Corral Creek, Yankee Creek and Golden Willow Bridge Exchanges. B. Description of

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Substitution and Exchange: Pursuant to C.R.S. § 37-80-120, 37-83-104 and 37-92-302(1)(a), Applicants seek adjudication of appropriative rights of substitution and exchange whereby water which is available to them from the School Pond is delivered to Bear Creek in order to supply downstream appropriators and an equivalent amount of water is diverted from Bear Creek at the locations described in paragraph 4.C. below. C. Locations of Structures and Exchange Reaches. 1. The Corral Creek Exchange will be located on Bear Creek. The upper terminus is a pump station located in the NW 1/4, Section 9, Township 5 South, Range 72 West, 6th P.M., GPS coordinates, Northing 1655198.95 Easting 3012473.229. The downstream terminus is the confluence of Witter Gulch and Bear Creek located in the SW 1/4, Section 1, Township 5 South, Range 72 West, 6th P.M. 2. The Yankee Creek Exchange reach will be located on Yankee Creek, a tributary of Bear Creek. The upper stream terminus is a pump station located in the SW 1/4, Section 11, Township 5 South, Range 72 West, 6th P.M., GPS coordinates, Northing 1653779.526, Easting 3022228.950. The downstream terminus is the confluence of Witter Gulch and Bear Creek located in the SW 1/4, Section 1, Township 5 South, Range 72 West, 6th P.M. 3. The Golden Willow Bridge Exchange is located on Bear Creek. The upper terminus is a pump station located in the NW 1/4, Section 12, Township 5 South, Range 72 West, 6th P.M., GPS coordinates, Northing 1655873.205, Easting 3027444.652. The downstream terminus is the confluence of Witter Gulch and Bear Creek located in the SW 1/4, Section 1, Township 5 South, Range 72 West, 6th P.M. D. Water and Water Rates to be Used for Substitution and Exchange: Up to 1.5 acre feet annually from the water rights described in paragraph 3 above. E. Description of Appropriative Rights of Substitution and Exchange. 1. Dates of initiation of appropriations of substitution and exchange: a. Corral Creek Exchange: March 24, 2009, CONDITIONAL. b. Yankee Creek Exchange: March 24, 2009, CONDITIONAL. c. Golden Willow Bridge Exchange: May 29, 2008, ABSOLUTE. 2. How appropriations were initiated: a. Corral Creek Exchange: By filing and publication of this Application. b. Yankee Creek Exchange: By filing and publication of this Application. c. Golden Willow Bridge Exchange: By operation of the exchange beginning on May 1, 2008 with approval from the Division Engineer, Water Division 1 and the Water Commissioner for Water Division 9. 3. Amount claimed: a. Corral Creek Exchange: 250 gpm; b.Yankee Creek Exchange: 250 gpm; c. Golden Willow Bridge Exchange: 250 gpm. The maximum amount of water diverted by virtue of these exchanges will be a total of 1.5 acre feet per year. 4. Uses: The uses set forth in the first amendment to the augmentation plan which include dust suppression, road compaction, and related maintenance purposes on roads located within Clear Creek County and within the Bear Creek drainage. 5. Names and addresses of owners of land on which structure is located, and upon which water is stored, and upon which water will be placed to beneficial use. The School Pond where the water is stored is located on land owned by the School District. The pumps set forth in paragraph 4.C. are located on road rights-of-way owned by Clear Creek County. The water will be used on roads owned by Clear Creek County. 09CW42 Gold Light Enterprises Trust, 240 South Elizabeth Street, H1 #104, Elizabeth, CO 80107, Lisa S. Weinstein, Esq , #35668, c/o Colorado Water Plans, P.O. Box 1955, Elizabeth, CO 80107, Telephone (303) 646-3895 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON IN ELBERT COUNTY. 2. Well Permits: There is one well, permit #113744 and one stock well on the property. Appropriate well permits will be applied for when Applicant is prepared to drill additional wells. 3. The wells which will withdraw groundwater from the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers and the not nontributary Upper Dawson aquifer are to be located on applicants land on SW/4 Section 23, T9S, R 65 W of the 6th P.M., Elbert County. The total area of water rights on the applicants land is 60.598 acres. No specific locations for the proposed wells are requested. Specific locations for

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additional wells will be provided when applications for well permits are submitted. 4. Source of Water Rights: The sources of the nontributary groundwater to be withdrawn are the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. The source of the not nontributary groundwater to be withdrawn is the Upper Dawson aquifers. 5. Date of Appropriation: 2-29-1980. 6. Estimated Amounts (acre feet per year) and Rates of Withdrawal (gallons per minute): Upper Dawson (28.5 AF, 250 gpm), Lower Dawson (16.5 AF 150 gpm), Denver (24.5 AF 250 gpm), Arapahoe (24.5, AF 400 gpm) and Laramie-Fox Hills (17.0, AF 400 gpm) aquifers. Two (2) acre feet per year of the not nontributary Upper Dawson aquifer groundwater will be reserved for use through the one well (permit # 113744) that is being used for one house, two barns, 4 horses, 3 goats and 1500 square feet of garden and lawn irrigation. One (1) acre foot per year of the not nontributary Upper Dawson aquifer groundwater will be reserved for use through the stock well. 7. Well Field: The wells which will withdraw groundwater from the proposed Well Field are to be located on the Applicant’s property. The Applicant requests that the Court determine that the applicant has the right to withdraw all of the legally available groundwater from wells that may be completed in the future as the Applicant’s Well Field. 8. Proposed use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: unified municipal water systems, municipal, domestic, industrial, commercial, irrigation, augmentation, stock watering, recreational, fire protection, water feature ponds and piscatorial habitat less than 1000 square feet, and wildlife. The 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. 9. Jurisdiction: The Water Court retains jurisdiction over the the material in this application. 10. The use of not nontributary water from future wells shall be subject to judicial approval of an augmentation plan which will be applied for at such time as additional wells may be proposed and permitted. 11. Remarks: Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 6 plus an amount of groundwater 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 a decree, which ever occurs first, times the decreed average annual amount for that aquifer. 12. Number of pages of Application: 4 pages. 09CW43 NORD-BOONE, LLC, 6907 N. Trailway, Parker, CO 80134, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 17.8 acres of land, which is generally located in part of the NE1/4 of Section 36, T6S, R66W of the 6th P.M., as described and shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicant will withdraw the

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subject groundwater through wells to be located at any location on the Subject Property, including an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 53722 which will be re-permitted to operate pursuant to the augmentation plan requested below. Applicants waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicants estimate the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount Upper Dawson 45 feet 1.2 acre-feet Lower Dawson 134 feet 4.8 acre-feet Denver 265 feet 8.0 acre-feet Arapahoe 267 feet 8.0 acre-feet Laramie-Fox Hills 209 feet 5.6 acre-feet 6. Well Field: Applicants request that this Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicant's well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicants will use, reuse, and successively use the water for domestic, commercial, industrial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: All of the Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. C. Statement of plan for augmentation: Applicant will use the Upper Dawson water for commercial use on the Subject Property, including limited irrigation. Irrigation use will require 0.057 acre-feet for each 1000 square-feet of irrigated area. Sewage treatment for commercial use will be provided by a non-evaporative septic system. Consumptive use associated with commercial use will be approximately 10% of water used and consumptive use associated with irrigation use will be approximately 10% of water used. During pumping Applicants will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicants estimate that depletions may occur to the Cherry Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an equal amount of nontributary Laramie-Fox Hills aquifer groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicant will withdraw all of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to Section 37-90-137(9)(c), C.R.S. 09CW44 MARIAH MEADOWS, LLLP, 2760 N. Academy, #314, Colorado Springs, CO 80917, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702.

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APPLICATION FOR CHANGE OF WATER RIGHT, IN EL PASO COUNTY. 2. Decree information for which change is sought: Terms and conditions associated with a plan for augmentation for the withdrawal of not nontributary Dawson aquifer groundwater decreed on May 2, 2008, in Consolidated Case No. 06CW189, Water Division 1 and 06CW71, Water Division 2. The two cases were consolidated and the final decree was entered in Water Division 1. The property which is the subject of the decree is approximately 231 acres located in part of the W1/2 of Section 7, T11S, R65W of the 6th P.M., as shown on Attachment A hereto (Subject Property). 3. Proposed change: The original decree approved an augmentation plan for use of 55.1 acre-feet per year for 300 years of not nontributary Dawson aquifer groundwater, including use of 37.1 acre-feet per year through 53 individual residential wells which would each withdraw 0.7 acre-feet per year for inhouse use (0.3 acre-feet) and irrigation of 7000 square-feet of lawn and garden (0.4 acre-feet), and 3 acre-feet per year for use through a well on an additional 40 acres of land which is not part of the 231 acres. Also, 15 acre-feet per year is decreed for irrigation of open space and storage. The original decree reserved 165.3 acre-feet per year (16,530 acre-feet total) of nontributary groundwater for use in replacement of post-pumping depletions, being 71 acre-feet of Laramie-Fox Hills, 50 acre-feet of Arapahoe, and 44.3 acre-feet of Denver aquifer groundwater. Applicant requests a change to the terms of the augmentation plan to amend the number of residential wells which will be used pursuant to the plan for augmentation from 53 to 20 wells, and revise the use from each well from 0.7 acre-feet per year to 1.25 acre-feet per year for an annual withdrawal of 25 acre-feet per year for 300 years for inhouse use (0.4 acre-feet), irrigation of 14,000 square-feet of lawn and garden (0.8 acre-feet), and stockwatering of 4 large domestic animals (0.05 acre-feet), and to delete the use of the 3 acre-feet through a well on the additional 40 acres. Applicant also requests that the 15 acre-feet per year decreed for irrigation and storage be reduced to 10 acre-feet per year. Under the revised plan, a total amount of 35 acre-feet per year for 300 years of not nontributary Dawson aquifer water will be withdrawn (25 acre-feet per year to be withdrawn through 20 residential wells and the 10 acre-feet per year for irrigation and storage), rather than 55.1 acre-feet per year for 300 years in the original decree. The revised plan will require reservation of 105 acre-feet per year (10,500 acre-feet total) of nontributary groundwater for use in replacement of post-pumping depletions, being 71 acre-feet of Laramie-Fox Hills and 34 acre-feet of Arapahoe aquifer groundwater. As referenced in the original decree, Applicant will replace actual depletions to the affected stream systems pursuant to Section 37-90-137(9)(c), C.R.S. In the 300th year of pumping, the total actual depletion is approximately 20.2% of the annual amount withdrawn or approximately 7 acre-feet per year. (Total depletion at 100 years of pumping is only 7.7% of the annual amount withdrawn). The amount of return flow generated just from inhouse use through septic systems is sufficient to replace actual depletions while the water is being withdrawn for 300 years. Because the annual amount withdrawn is being reduced, no injury will occur to other owners or users of water rights. Return flows will be used only to replace depletions under the plan. The Subject Property is located in Water Division 1 and the original decree found that replacement of all depletions to the stream systems of Water Division 1 is sufficient. 09CW45 Bobbie L. Fuller, 4195 County Rd 106, Elbert, CO, Lisa S. Weinstein, Esq, #35668, c/o Colorado Water Plans, P.O. Box 1955, Elizabeth, CO 80107, Telephone (303) 646-3895 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON IN ELBERT COUNTY. 2. Well Permits: There is one well, permit #222555 on the property. Appropriate well permits will be applied for when Applicant is prepared to drill additional wells. 3. The wells which will withdraw groundwater from the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers and the not nontributary Upper Dawson aquifer are to be located on applicants land on E/2W/2SW/4, Section 20, Township 9 South, Range 64 West of the 6th P.M., Elbert

9

County. The total area of water rights on the applicants land is 44.34 acres. No specific locations for the proposed wells are requested. Specific locations for additional wells will be provided when applications for well permits are submitted. 4. Source of Water Rights: The sources of the nontributary groundwater to be withdrawn are the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. The source of the not nontributary groundwater to be withdrawn is the Upper Dawson aquifers. 5. Date of Appropriation: 11-4-1999. 6. Estimated Amounts (acre feet per year) and Rates of Withdrawal (gallons per minute): Upper Dawson (15.0 AF, 250 gpm), Lower Dawson (8.0 AF 150 gpm), Denver (18.5 AF 250 gpm), Arapahoe (16.5, AF 400 gpm) and Laramie-Fox Hills (13.0, AF 400 gpm) aquifers. Three (3) acre feet per year of the not nontributary Upper Dawson aquifer groundwater will be reserved for use through the one well (permit # 222555) that is being used for one house, one garage, 2 horses, up to 3 cows and 250 square feet of garden and lawn irrigation. 7. Well Field: The wells which will withdraw groundwater from the proposed Well Field are to be located on the Applicant’s property. The Applicant requests that the Court determine that the applicant has the right to withdraw all of the legally available groundwater from wells that may be completed in the future as the Applicant’s Well Field. 8. Proposed use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: unified municipal water systems, municipal, domestic, industrial, commercial, irrigation, augmentation, stock watering, recreational, fire protection, water feature ponds and piscatorial habitat less than 1000 square feet, and wildlife. The 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. 9. Jurisdiction: The Water Court retains jurisdiction over the the material in this application. 10. The use of not nontributary water from future wells shall be subject to judicial approval of an augmentation plan which will be applied for at such time as additional wells may be proposed and permitted. 11. Remarks: Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 6 plus an amount of groundwater 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 a decree, which ever occurs first, times the decreed average annual amount for that aquifer. 12. Number of pages of Application: 4 pages. 09CW46 (2002CW094, 95CW202, 87CW087, 80CW408) Application for Finding of Diligence concerning the Water Rights of City and County of Denver, acting by and through its Board of Water Commissioners in DOUGLAS and JEFFERSON COUNTIES. Patricia L. Wells, General Counsel, Michael L. Walker, No. 2828, Casey S. Funk, No. 11638, Daniel J. Arnold, No. 35458; 1.Address: 1600 West 12th Avenue Denver, Colorado 80204-3412, Phone Number: 303-628-6460, casey.funk@denverwater.org; FAX Number: 303-628-6478 Name of structure: Foothills Tunnel and Conduit No. 26. Type: The Foothills Tunnel consists of a 10’6” finished inside diameter concrete lined tunnel connecting an intake structure located within the Strontia Springs Reservoir to a cement-mortar lined steel pipeline (Conduit No. 26), which in turn connects to the headwork structure of the Foothills Water Treatment Plant. The Foothills Tunnel is 17,935 feet in length. Conduit No. 26 is 1,720 feet in length. The capacity of the Foothills Tunnel and Conduit No. 26, operating under the full head of the Strontia Springs Reservoir, is 750 mgd or 1,060 cfs. 2. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: December 19, 1983 Case No. 80CW408 Court: Water Division No. 1 B. Legal description: Location: the Foothills Tunnel and Conduit No. 26 divert waters form the South Platte River by means of a dam across the channel of the South Platte River in the northwest quarter (NW 1/4) of the northwest quarter (NW 1/4) of Section 21, Township 7 South, Range 69 West of the 6th P.M. in Jefferson and Douglas Counties, State of Colorado. C. Source: the South Platte River and its

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tributaries lying above the Strontia Springs Diversion Dam. D. Appropriation Date: March 21, 1962 Amount: 361 cfs conditional 413 cfs ABSOLUTE 774 cfs Total D. Use: All municipal uses including domestic use, irrigation, mechanical use, manufacturing use, generation of power, power generally, fire protection , use of sewage treatment, street sprinkling, watering of parks, lawns and grounds, recreation and for the replacement, adjustment, and regulation of the units of the Denver Municipal Water system within themselves and with other water users. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: a. In 2003, Denver Water prepared the Strontia Springs Dam Upper Road Tunnel Stabilization project. b.Work continued on the geologic and topographic evaluation of the tunnel and portal areas for the installation of rock bolts and shotcrete. c. Continued to work on the South Platte survey control using GPS and conventional methods. d. In the reach between Antero and Marston Reservoirs, the Denver Water implemented a program of inspection and decontamination of recreation boats to limit the spread of Quagga mussels, an invasive exotic species which has been found in some reservoirs in Colorado. The Colorado Division of Wildlife and Colorado State Parks are sharing costs with Denver Water. e. During the diligence period, Denver Water completed the final report of alternatives for sediment removal and management at Strontia Springs Reservoir in wake of the 2002 Hayman fire. This work continued throughout the diligence period and included: i In 2003, completed a preliminary investigation, plan and proposal to construct a new stairway at the spillway for debris removal and other maintenance requirements. ii Surveyed and mapped the reservoir bottom to monitor underwater contours for the accumulation of sediment during 2003. Monitoring of these contours facilitates the calculation of the volume of sediment entering the reservoir. Denver Water continued studies for removing the sediment from the upper reaches of the reservoir. iii In 2004, constructed a new stairway and installed a jib crane at the auxiliary spillway for debris removal and other maintenance requirements. iv In 2006, continued design and investigation for sediment removal. v Conducted hydro survey and calculated sediment volumes at Strontia Springs dam and reservoir. vi In 2007, hired URS Corporation to perform geotechnical investigation on the sediments. vii During the diligence period work was also done above Strontia Springs Reservoir and Intake at Cheesman Reservoir after the 2002 Hayman fire. A sediment trap has been designed and constructed upstream of Cheesman Dam in Turkey Creek. This installation will prevent future sedimentation at Strontia Springs Reservoir. viii Costs of the 2002 Hayman fire to Denver Water’s system have surpassed $8 million during this diligence period. f. During the diligence period significant work was completed at the Foothills treatment plant: i In 2005, completed replacement of all sedimentation basin weirs. Surveyed the re-installed weir plates in the flocculation and sedimentation basins for elevation. ii Completed installation of fiberglass wall panels in the flocculation/sedimentation building. iii Installed catwalk to allow better access to valves in headworks building. iv Replaced four turbidity meters. v Replaced two sludge density meters in sedimentation building. vi Installed actuators on 60” and 72” isolation valves in headworks building. vii Repositioned and re-anchored wastewater recovery basin launders. viii In 2006, replaced flocculator paddle wheels in eight sedimentation basins. ix Completed installation of a fire detection and fire suppression system. x In 2008, completed construction of a disinfection contact basin. xi Completed construction of a potassium permanganate storage facility. xii Completed construction of a lime storage facility. xiii Completed upgrade project construction also included the relocation of a yard valve, replacement of the surface wash, the addition of a third surface wash piping, the replacement of 8 sedimentation basin drain gates, construction of a walk-in entrance for a meter/ sampling vault and modifications to the fluoride feed system. xiv Completed the 10-year rebuild of the hydroelectric generator. xv Completed the installation of notification devices for fire system. xvi Completed testing, adjusting and balancing treatment plant. xvii Began design of wash water recovery basin bubbler deicing system. xviii Upgrade safety shower and eye wash systems. xix Replaced 16 butterfly valves and actuators in

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the phase 2 filter boxes. xx Awarded a contract to Jennison Construction Company to begin work on the overflow pond structure and erosion control improvements. g Work competed at Strontia Springs Dam and outlet works during the diligence period included: i Strontia Springs outlet works piping and valve were recoated at the dam to alleviate concerns of lead contamination from old paint. Removed rust from the flanges of the discharge valves at Strontia Springs and repainted them in 2004. ii Installed a tail water level gage at Strontia Springs in 2004. iii Also in 2004, the discharge piping from the turbine pit sump pump was re-routed to discharge into the oil separator. iv In 2005, completed replacement of the standby generator at the dam. v In 2006, conducted Potential Failure Mode Analysis (PFMA) as part of the Part 12 Independent Consultation Inspection of Strontia Springs Dam. A report documenting the study was completed. vi Performed general dam maintenance to clear trash, driftwood, cut weeds etc. vii Performed the 10-year maintenance activities on the hydroelectric power plant. viii In 2007 monitored dam twice for horizontal movement. ix Performed functional exercise for Emergency Action Plan as required by FERC. x Performed new structural finite analysis on dam. xi Removed unstable rock near right abutment of dam. xii In 2008, replaced the gallery drain monitoring devices. xiii Shepard and Associates were retained to oversee the land exchange process that is required to obtain U.S. Forest Service land at or near Strontia Springs Reservoir. xiv Design completed by URS Corporation for access tunnel stabilization measures. This work was completed in 2008 by Yenter Companies Inc. xv Survey performed bathymetric survey to monitor sediment levels. h During the diligence period, Denver Water engaged in other activities involving the Denver Municipal Water System of which the Foothills Tunnel and Conduit 26 is one feature of that system. These efforts included i At a cost of approximately $4,000,000, Denver Water participated in the Chatfield reallocation study and Chatfield Pump Station project. The pump station will allow Denver Water to divert waters bypassed at Strontia pursuant to its permit. ii The development of storage with the South Adams County Water and Sanitation District (South Adams) downstream of Denver will enhance the yield of its municipal water system. This storage will recapture and regulate Denver Water's reusable return flow presently unusable due to the lack of timely upstream exchange potential or demand. The returns will be released to the river when upstream exchange potential exists. Additionally, downstream storage will be used to augment the delivery of water to the Recycling Plant when there is legally insufficient reusable return flow available to the plant. Prior to 2006, the project capacity of these downstream storage sites, which are principally gravel pits already mined or in the process of being mined, was approximately 20,000 acre-feet. These reclaimed gravel pits are clustered in two complexes; the North Complex to be supplied water through an enlarged Fulton Ditch, and the South Complex, to be supplied water through the Burlington Ditch. Denver Water subsequently determined that a total of 30,000 acre-feet of downstream reservoir storage is required to optimize Denver Water's reusable return flows for replacement purposes. In order to optimize the use of these reusable return flows for replacement purposes, Denver Water acquired the $27 million Lupton Lakes site in 2006, which is situated on the east side of the South Platte River approximately 25 miles downstream from Denver. The 353 acre property is currently being mined for its sand and gravel deposits. Mining is anticipated to be completed by 2020, and upon reclamation and conversion to a water storage facilityis projected to have a capacity of 11,400 acre-feet. In consideration for Denver Water's agreement to use the facilities to regulate and deliver to South Adams, Denver Water's existing obligation to provide 5,000 acre-feet supply of its reusable supplies (5K Water), South Adams and the Farmers Reservoir and Irrigation Company paid approximately $14 million of the $27 million acquisition costs, with the balance paid by Denver Water. As part of the arrangement, South Adams also agreed to convey to Denver Water all of its interests in the North and South Complexes, bringing the total amount of anticipated downstream storage ultimately owned and controlled by Denver Water to over 30,000 acre-feet iii In 2008, Denver Water began a new Integrated Resources Planning process (IRP) to address concerns expressed by its Board in its

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2007 Supplement to the 1996 Resource Statement. These concerns relate to the uncertainty and volatility of providing water supply to nearly one-quarter of Colorado’s population. These uncertainties could substantially impact the future water supply and projected demands that Denver Water considers to serve its customers, therefore increasing the gap between present supplies and its future needs. Thus far, Denver Water has spent $233,000 on efforts to update the IRP in this diligence period. iv Denver Water continues to participate with a coalition of water users and water interests in the South Platte River basin to implement the Platte River Recovery and Implementation Program. Originally, this coalition of water users and water interests were meeting under the Colorado Water Congress special project named the "Platte River Project." Late in 2005, the Platte River Project was dissolved and a new independent 501c(3) non-profit organization the "South Platte Water Related Activities Program" (SPWRAP) was initiated to provide support and a mechanism for funding future financial obligations to the Program. On January 1, 2007 the Program was initiated and began its first increment proposed to last 13-years. Denver Water and SPWRAP continued to contribute substantial efforts toward the implementation of the Platte River Program that will provide critical reproductive and migration habitat for threatened and endangered species in central Nebraska. Denver Water and SPWRAP continue to work closely with the U.S. Department of Interior, the states of Colorado, Wyoming and Nebraska, as well as other interests in Nebraska and Wyoming and the environmental community on this Program. The purpose of developing the Program is, in addition to creating reproductive and migrating habitat for threatened and endangered species, to provide reasonable and prudent alternatives to avoid the likelihood of jeopardy to federally listed species. Additionally, the Platte River Program provides a mechanism to mitigate adverse environmental consequences so water projects in the Platte River basin, subject to Section 7 Consultation under the Endangered Species Act (ESA), can continue to operate and receive permits, licenses, funding, or other approvals in compliance with the ESA. Denver Water spent approximately $861,965.03, on this project in 2008. v A revised South Platte Protection Plan was submitted to the Forest Service in June, 2003. Also in December 2003, Denver Water passed a resolution endorsing the creation of a one-million dollar endowment fund. A major component of the SPPP is the establishment of this fund, which would be used for projects that enhance and preserve the South Platte River corridor from Eleven Mile Reservoir to the confluence of the North Fork of the South Platte River, and the North Fork of the South Platte River from Insmont to its confluence with the South Platte River immediately above Strontia Springs Reservoir. The Forest Service released its Final Environmental Impact Statement (FEIS) in January 2004. The Record of Decision (ROD) was released by the USFS in June 2004 and determined the SPPP to be the preferred alternative. Following this finding, the Enhancement Board was put in place and the endowment fund manager was selected. The $1 million endowment is fully funded and a number of grants have been given out for stream, recreational and cultural improvements along the river corridor. The Denver Water Planning Task Force was also established. All the other elements of the SPPP are in place and met once a month throughout 2008. vi Denver Water and the Colorado State Forest Service have undertaken a vegetation management plan for 3,200 acres of Denver Water property in Park County and extensive forestry assistance at the Trumbull and Deckers demonstrations areas, as well as the Cheesman Reservoir Fuel break site. This partnership is providing direction and leadership for the health and restoration of the Upper South Platte Watershed's forests in the context of overall watershed health and sustainability for water diverted under the subject water rights. vii Denver Water expended approximately $900 million during the subject diligence period to prosecute the work necessary to complete Denver Water’s integrated water supply and treatment and distribution system. 5 Names(s) and address(es) of owner(s) 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: N/A

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AMENDMENTS 03CW320, City of Brighton, 22 South 4th Avenue, Brighton, Colorado 80601, (303) 659-2033. First Amended Application for Underground Water Rights, Change of Water Rights, Plan for Augmentation, and Exchanges in ADAMS AND WELD COUNTIES. All future correspondence and pleadings to: Brent Bartlett, Esq., Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO 80525. COMES NOW, Applicant, the City of Brighton, by and through its attorneys, Fischer, Brown, Bartlett & Gunn, P.C., and files this FIRST AMENDED APPLICATION FOR UNDERGROUND WATER RIGHTS, CHANGE OF WATER RIGHTS, PLAN FOR AUGMENTATION, AND EXCHANGES, which is intended to replace in its entirety the original application filed by the Applicant in this matter on September 26, 2003. 1. Name, address, telephone number of applicant: City of Brighton, 22 South 4th Avenue, Brighton, Colorado 80601, Attn: Jim Landeck, (303) 659-2033. 2. Introduction. The City of Brighton (“Brighton”) operates a municipal water and sewer system that obtains a portion of its raw water supply from tributary ground water in the South Platte and Beebe Draw basins, treats the water, and supplies the water to its customers. Out-of-priority depletions resulting from the pumping of Brighton’s South Platte wells and Beebe Draw wells are augmented through Brighton’s decreed South Platte well augmentation plan (Case No. 2000CW202 decreed July 11, 2007), and its Beebe Draw well augmentation plan described in this Application. Brighton supplements the augmentation water utilized in these plans with additional sources more particularly described in Case Nos. 2002CW243 and 2004CW174. Collectively these decree(s), application(s), and associated substitute water supply plans (“SWSP”) operate in an integrated fashion to augment depletions from all of Brighton’s tributary wells. The principle purposes of this First Amended Application are: (1) to adjudicate water rights for wells owned and operated by Applicant located in Beebe Draw, (2) to change the water rights represented by Applicant’s ownership in the Farmers Reservoir and Irrigation Company (“FRICO”) and the Burlington Ditch, Reservoir and Land Company (“Burlington Company”), (3) to adjudicate a plan for augmentation for all of Brighton’s current and future wells in a fashion that is consistent with and complementary to the augmentation plan decreed for Brighton’s South Platte Wells in Case No. 2000CW202, and (4) to obtain judicial confirmation of appropriative rights of exchange. With the exception of strictly first-use only sources which Applicant may have historically used in its system, Applicant regards all water delivered into and used in its municipal water supply system, including water from its various wells, as fully consumable, but utilizes return flows from use therein to satisfy augmentation and replacement demands. Applicant’s proposed plan for augmentation will include measurement, accounting, diversion, storage and delivery mechanisms to meet its augmentation and replacement demands, while meeting the demands of its municipal water supply system. 3. Application for Underground Water Rights. Applicant requests adjudication of underground water rights for the following wells (hereinafter the “Beebe Draw Wells”): 3.1 Name of Well: Well A (Permit No. 60846-F) 3.1.1. Legal description of well: Located in the SE1/4 of the SW1/4 of Section 14, Township 1 South, Range 66 West, 6th P.M., at a point 306 feet from the south section line and 3,645 feet from the east section line of said section 14. 3.1.2. Source: Ground water within the Beebe Draw alluvial aquifer. 3.1.3. Depth: 64 feet. 3.1.4. Date of Appropriation: January 20, 1987 by construction of the well. Water from the well was first placed to beneficial use for municipal purposes on June 30, 2002. 3.1.5. Amount Claimed: 2,000 gpm ABSOLUTE. 3.2. Name of Well: Well B (Permit No. 60845-F) 3.2.1. Legal description of well: Located in the SE1/4 of the SW1/4 of Section 14, Township 1 South, Range 66 West, 6th P.M., at a point 316 feet from the south section line and 3,051 feet from the east section line of said section 14. 3.2.2 Source: Ground water within the Beebe Draw alluvial aquifer. 3.2.3. Depth: 64 feet. 3.2.4. Date of Appropriation: January 20, 1987 by construction of the well. Water from the well was first placed to beneficial use for municipal purposes on June 19, 2002. 3.2.5. Amount Claimed: 1,558 gpm ABSOUTE, 442 gpm CONDITIONAL, for a total

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of 2,000 gpm. 3.3. Name of Well: Well C (Permit No. 60844-F) 3.3.1. Legal description of well: Located in the SE1/4 of the SW1/4 of Section 14, Township 1 South, Range 66 West, 6th P.M., at a point 957 feet from the south section line and 3,027 feet from the east section line of said section 14. 3.3.2. Source: Ground water within the Beebe Draw alluvial aquifer. 3.3.3. Depth: 69 feet. 3.3.4. Date of Appropriation: August 2, 1990 by construction of the well. Water from the well was first placed to beneficial use for municipal purposes on June 25, 2002. 3.3.5. Amount Claimed: 1,724 gpm ABSOUTE, 276 gpm CONDITIONAL, for a total of 2,000 gpm. 3.4. Name of Well: Well D (Permit No. N/R) 3.4.1. Legal description of well: Located in the E1/2 of the SW1/4 of Section 14, Township 1 South, Range 66 West, 6th P.M. 3.4.2. Source: Ground water within the Beebe Draw alluvial aquifer. 3.4.3. Depth: N/A feet. 3.4.4. Date of Appropriation: November 30, 1987. 3.4.5. Amount Claimed: 2,000 GPM, conditional. 3.5. Proposed Use for Wells A-D: Irrigation, municipal, augmentation, replacement, exchange and substitution, either directly or following storage. Municipal uses include but are not limited to domestic, mechanical, manufacturing, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, substitute supply, adjustment and regulation of municipal water systems, including further exchange with other municipal water systems and with other water users, within the City of Brighton’s service area as it may exist both now and into the future. Applicant claims the right to totally consume the water diverted, either by first use, reuse or successive use. Applicant requests that the court award an absolute water right as to all or any portion of the above claims for water rights which may be duly diverted and/or stored, and placed to beneficial use, and/or exchanged, prior to the date of the decree to be entered herein. Comment: In addition to diverting ground water within the Beebe Draw alluvial aquifer, the Beebe Draw Wells may also be utilized to take delivery of water available to it in Barr Lake, or cause the recharge of such water to the Beebe Draw aquifer. 4. Application for Change of Water Rights. 4.1. Decreed name of structures for which change is sought: Applicant seeks a change of the water rights represented by 159.02 shares in the Barr Lake Division of FRICO and 153.08 shares in the Barr Lake Division of the Burlington Company. Said shares are collectively referred to herein as the “Subject Burlington/FRICO Rights.” 4.2. From previous decrees: 4.2.1. Burlington Company’s Water Rights:

Name of Structure

Date Enterd Case No. Court Source App.

Date Amount

Oasis Reservoir1 July 8, 1893 CA11200

District Court, Arapahoe County

South Platte River

11/20/1885

9,090.90 AF

Barr Lake1 July 8, 1893 CA11200 South Platte

River 11/20/1885

1,990.35 AF

Duggan Ditch April 28, 1883

CA6009 South Platte River 4/1/1864 16.28 cfs

Burlington Ditch

July 8, 1893 CA11200

South Platte River

11/20/1885

350.00 cfs

Sand Creek 12/1/1885

250.00 cfs

First Creek 9/1/1886 50.00 cfs Second Creek 11/15/18

86 250.00 cfs

Third Creek 9/15/1887

250.00 cfs

4.2.2. FRICO’s Water Rights:

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Name of Structure

Date Entered Case No. Court Source App. Date Amount

Barr Lake1 August 2, 1918

CA54658

District Court, Denver County

South Platte River

1/13/1909 3,930.00 AF

1/13/1909 18,000.00 AF

1/13/1909 33,011.26 AF (refill)

Barr Lake filling right via Burlington Ditch and O’Brian Canal

August 2, 1918

CA54658

District Court, Denver County

South Platte River

1/13/1909

900 cfs (storage)

3/9/1908

600 cfs (direct)

1The application in Case No. 02CW403 seeks to change these rights to an alternate point of storage in the United (Brannan) Reservoir. 4.3. Decreed points of diversion: 4.3.1. Burlington Canal. The originally decreed point of diversion for the water rights listed in ¶4.2 above is the headgate of the Burlington Canal, located on the East bank of the South Platte River in the SW1/4 of the NE1/4 of Section 14, Township 3 South, Range 68 West, 6th P.M. The Burlington Ditch First Creek headgate is decreed as being located in the NW1/4, Section 14, Township 2 South, Range 67 West 6th P.M. The Burlington Ditch Second Creek headgate is decreed as being located in the NW1/4 of the SE1/4, Section 6, Township 2 South, Range 66 West, 6th P.M. The Burlington Ditch Third Creek headgate is decreed as located in the NE1/4 of the SE1/4, Section 32, Township 1 South, Range 66 West 6th P.M. 4.3.2. Pump Station at Metro Wastewater Treatment Plant. The Burlington Company also receives water from the Metro Wastewater Reclamation District’s plant’s pump station, which discharges to the ditch in Section 12, Township 3 South, Range 68 West, 6th P.M. This point of diversion has been approved as an alternate point of diversion for the water rights decreed to Burlington Canal by the District Court, Water Division 1 in Case No. 02CW403, though at the time of filing of this application no final decree in that case has been entered. 4.3.3. United Diversion Facility No. 3. The point of diversion for the United Diversion Facility No. 3 is located on the East Bank of the South Platte River in the SW1/4 of Section 26, Township 1 South, Range 67 West, 6th P.M. This point of diversion has been approved as an alternate point of diversion for the water rights decreed to the Burlington Canal by the District Court, Water Division 1 in Case No. 02CW403, though at the time of filing of this application no final decree in that case has been entered. 4.4. Historical use: The historical use of the Subject Burlington/FRICO Rights was for irrigation on the farms summarized below (a map showing the approximate location of historical use is attached hereto as Exhibit A)

Table 1 Brighton’s Shares in the Barr Lake Division of the Burlington Company

Farm Name

Farm Location Information Certificate Information

Section Township Range West Basin Delivery

Canal

Brighton’s Certificate #

Number of Shares Transferred to Brighton

16

Barr Lake Estates Leased to Various Farms Beebe

Draw Unknown 3328 15

Dreyer 31 1 North 65 Beebe Draw

E. Burlington

3339 & 3345 8.75 & 10

Chaves 15, 16, 22 1 North 65 Beebe

Draw Neres 3346 60

Johnston 20 1 North 65 Beebe Draw

E. Burlington 3492 15

Zajonckowski 36 1 North 66 Beebe Draw

W. Burlington 3545 5

Andrews South 29 1 North 65 Beebe

Draw E. Burlington 3545 8.04

Andrews North 15 1 North 65 Beebe

Draw Neres 3545 9.29

Heckendorf 14 1 South 66 Beebe Draw

E. &/or W. Burlington

3545 12

Cook 11 1 North 65 Box Elder Neres 3345 10

Total 153.08

Table 2 Brighton’s Shares in the Barr Lake Division of FRICO

Farm Name

Farm Location Information Certificate Information

Section Township North

Range West Basin Delivery

Canal

Brighton’s Certificate #

Number of Shares Transferred to Brighton

Chaves 15, 16, 22 1 65 Beebe

Draw Neres 6058 26

Zajonckowski 36 1 66 Beebe Draw Speer 6856 6

Amato 1 1 66 Beebe Draw Speer 6856 2

Maher 24 1 66 Beebe Draw Speer 6856 3

Perkins 7 2 65 Beebe Draw Speer 6069 2

Schneider 18 4 64 Box Elder

East Neres 6004 10.95

Vievhaus 12 4 65 Beebe Draw North of Milton

East Neres 6009 2

Easton 12 4 65 East Neres 5985 10.07

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Farmco (Johnson) 28 4 65

South Platte River above Greeley

Speer 5985 14

Ackard 31 5 64 South Platte River below Greeley

East Neres 5985 6

Cox 8 4 64 East Neres 6002 11

Opdike 5 4 64 East Neres 6856 5.35

Ruff 8 4 64 Box Elder

East Neres 6856 15

Harless 17 4 64 Box Elder

East Neres 6856 10.63

Wilmoth 5, 6 4 64 Beebe Draw

East Neres 7891 35.02

Total 159.02

4.5. Proposed change: Applicant proposes to change the decreed use of the Subject Burlington/FRICO Rights to include, in addition to the existing irrigation use, municipal, augmentation, recharge, replacement, exchange and substitution, either directly or following storage. Municipal uses include but are not limited to domestic, mechanical, manufacturing, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, substitute supply, adjustment and regulation of municipal water systems, including further exchange with other municipal water systems and with other water users, within the City of Brighton’s service area as it may exist both now and into the future. Applicant claims the right to totally consume the water diverted, either by first use, reuse or successive use. To the extent required by law, Applicant seeks approval of a change in point of diversion from the location of the Burlington Canal headgate specified in ¶4.3.1 above to the current point of diversion located approximately 900 feet upstream of the historical point of diversion for the Burlington Canal. Specifically, but not by way of limitation, Applicant will utilize water diverted pursuant to the Subject Burlington/FRICO Rights to meet return flow obligations attributable to such diversions, for augmentation in the operational components of the plan for augmentation plan described herein, for augmentation in the plan for augmentation decreed in Case No. 00CW202 subject to the terms of that decree, for replacement of historical return flow obligations as may be required by the decree in Case No. 00CW202, for augmentation in the application pending in Case No. 02CW243, and for replacement of historical return flow obligations as may be required by the Court in pending Case No. 04CW174. Applicant may also utilize water diverted pursuant to the Subject Burlington/FRICO Rights to fulfill contractual obligations to other municipalities. Applicant will propose terms and conditions to prevent injury to vested water rights as required by C.R.S. §37-92-305(3), including volumetric limitations and return flow obligations to replicate historical return flows which will be maintained when water rights senior to the date of this application are legally entitled to such return flows. Applicant may utilize any water rights available to it, including but not limited to water available pursuant to the Subject Burlington/FRICO Rights and the sources listed in ¶0 below, to meet its historical return flow obligations to the extent such water rights are fully consumable or otherwise decreed for such purpose. Following diversion from the South Platte River and subsequent storage in Barr Lake, Applicant may take delivery of all or a portion of the water available to it in Barr Lake attributable to the Subject Water Rights at the Beebe Draw aquifer and/or its Beebe Draw Wells

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(as described in Paragraph 3 above). 4.5.1. Alternate points of Diversion: Applicant seeks approval of the following alternate points of diversion for the Subject Burlington/FRICO Rights: Ken Mitchell Reservoir Pump Stations (Points D-1 and D-2 in Paragraph 6.1 below), the Ken Mitchell Reservoir Inlet (Point E in Paragraph 6.1 below), and the headgate of the Fulton Ditch (Point G in Paragraph 6.1 below). 4.5.2. Alternate places of Storage: Applicant seeks approval of the following alternate points of storage for the Subject Burlington/FRICO Rights: 4.5.2.1. Ken Mitchell Lakes, located in parts of Sections 11, 12, 13, and 14, Township 1 South, Range 67 West, 6th P.M. 4.5.2.2. 124th Avenue Reservoir, located in the NE1/4 of the SW1/4 and the NW1/4 of the SE1/4 of Section 35, Township 1 South, Range 67 West of the 6th PM. 4.5.2.3. Erger’s Pond, which is adjacent to Cell 1 of Ken Mitchell Lakes in Section 12, Township 1 South, Range 67 West of the 6th P.M. 4.5.2.4. “Pond B”, located generally in the SW1/4 of the SW1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M. 5. Application for Approval of a Plan for Augmentation. 5.1. Structures to be augmented: Well A, Well B, Well C, and Well D, described in Paragraph 3 above (hereinafter referred to as the “Beebe Draw Wells”), Applicant’s “South Platte Wells” described below, and any additional wells used by Applicant in connection with its municipal water supply system:

Brighton ID Permit(s) Location Well #1 (Replaced with Well #28) 15952-VR SW, SW, Sec 7, T1S, R66W

Well #2 (Replaced with Well #29) 15952-SR SE, SE, Sec 1, T1S, R67W

Well #3 (Replaced with Well #31) 15952-TR SW, SW, Sec 7, T1S, R66W

Well #4 (Replaced with Well #26) 15952-UR SE, NW, Sec 18, T1S, R66W

Well #6 R-20107S-RF NE, SE, Sec 6, T1S, R66W Well #7 R-20107-RR NW, SE, Sec 7 T1S R66W Well #8 R-7110-RF NW, SW, Sec 6 T1S R66W Well #10 R-7111 NW, SE, Sec 6 T1S R66W Well #11 7112-R SW, SE, Sec 7 T1S R66W Well #12 R-7113-RF NE, SW, Sec 7 T1S R66W Well #13 16387-R-R SW, NW, Sec 7 T1S R66W Well #15 (School) 13413-F (RF-805) SW, SE, Sec 6 T1S R66W Well #16 R-15561-R-R SE, NE, Sec 12 T1S R67W Well #17 63545-F SW, NW, Sec 18 T1S R66W Well #18 047171-F NW, NW, Sec 7 T1S R66W Well #19 AD 014357 NW, NW, Sec 6, T1S, R66W Well #20 AD 014358 NW, NW, Sec 6, T1S, R66W Well #21 AD 014359 SW, NW, Sec 6, T1S, R66W Well #22 AD 014360 NW, SW, Sec 6, T1S, R66W Well #23 65037-F SE, SE, Sec 1, T1S, R67W Well #24 65038-F NE, NE, Sec 12, T1S, R67W Well #25 AD 014363 SW, NE, Sec 12, T1S, R67W Cemetery Well 1 11485 NE, SE, Sec 13 T1S R67W Cemetery Well 2 11486 SE, NE, Sec 13, T1S, R67W Cemetery Well 3 5653-F SE, NE, Sec 13 T1S R67W Cemetery Well 4 13737-R NE, SE, Sec 13 T1S R67W Fish Pond 6318 NW, NW, Sec 5 T1S R66W Mayeda 2 5905-F NW, NW, Sec 5 T1S R66W

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Recreation Center 15423-R SE, NE, Sec 6 T1S R66W Schwartz 1 (Replaced with Schwartz Well 53486-FR) 057363-F SW, SE, Sec 7 T1S R66W

Platte River Ranch 58983-F NE, NW Sec 13, T1S, R67W Platte River Ranch 1 11-14020 SW, SE, Sec 12, T1S, R67W

Are there other water rights diverted from these structures? No. 5.2. Water rights to be used for augmentation. Applicant owns or controls a large portfolio of water rights, has contractual rights to the use of other sources of water rights, and is continuing to develop new sources of water. The sources of water that Applicant will utilize in this plan for augmentation include any water that Applicant may obtain the right to so use which is fully consumable and suitable for augmentation use including but not limited to the following: 5.2.1. List of Water Rights. Attached hereto as Exhibit B is a partial list of water rights owned or controlled by Applicant to be used for augmentation purposes in this plan for augmentation, including the underlying water rights represented by Applicant’s current and future ownership in irrigation companies. 5.2.2. Subject Burlington/FRICO Rights. The water rights that are the subject of the change of water rights requested herein as described in ¶0 above. 5.2.3. Case No. 02CW403 Water Rights. In Case No. 02CW403 FRICO and the Burlington Company requested confirmation of various conditional water rights. The decree in that case is not final. If ultimately confirmed and decreed, Applicant intends to utilize the following water rights which are the subject of Case No. 02CW403 in this plan for augmentation to the extent authorized by decree: 5.2.3.1. FRICO Exchange. The FRICO Exchange operates from the downstream points of replacement, which include the outfalls to the South Platte River from the Metro Wastewater Treatment Plant, the Miller Reservoir, the Cat Reservoir and the Tanabe Reservoir. The upstream points of diversion are the Metro Pumps, the United Diversion Facility No. 3 and the Burlington Canal river headgate. The source of water for the exchange is fully consumable water delivered by Denver pursuant to an agreement dated August 31, 1999 (the “5K water”). 5.2.3.2. FRICO Multipurpose Water Right. Appropriation date: May 30, 2002. Points of diversion and rates: Burlington Canal, Metro Waste Water Treatment Plant (Metro Pumps), and the United Diversion Facility No. 3 (all as described in ¶4.3 above). Volumetric limit: 15,000 acre-feet. 5.2.4. Changed Irrigation Rights. Applicant owns the water rights attributable to shares in the Fulton, Burlington and Wellington companies which were the subject of the application in Case No. 00CW202, and which may be used for municipal, augmentation, and other uses as more fully described in the decree entered in Case No. 00CW202, and which water will be utilized in this plan for augmentation. 5.2.5. Unchanged Irrigation Rights. Applicant has acquired or will in the future aquire ownership in certain irrigation companies, the underlying water rights for which are also identified in Exhibit B, but which are not yet decreed for augmentation uses, including but not limited to the water rights that are the subject the application in Case No. 04CW174. After decrees have been entered for these water rights, including Applicant’s current and future ownership in the various companies, they will be available for use as augmentation sources in this plan for augmentation. Applicant may also utilize these water rights if they are included in a pending application for a change of water rights and Applicant obtains approval from the State Engineer to use the rights on a temporary basis for augmentation purposes in this plan for augmentation pursuant to C.R.S. §37-92-308. 5.2.6. Contract Supplies. Applicant has available to it by agreements with or assignments from other water users the following additional sources that will be used in the plan for augmentation: 5.2.6.1. Thornton Lease Water. By certain assignments of three leases of water dated June 10, 2003 (amended May 24, 2004), November 10, 2004, and April 25, 2007, from the City of Thornton, Applicant has the right to approximately 131.63 acre-feet of fully consumable effluent from the City of Thornton derived from the water rights listed in Exhibit C hereto. 5.2.6.2. Any other leases or agreements with other water users entered into by Applicant for water now or in the future which water may be used for augmentation purposes. 5.2.7. Nontributary Ground

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Water. Nontributary ground water in the Denver Basin aquifers underlying the land on which the City of Brighton is located. Applicant has a right to use nontributary ground water pursuant to an earlier adopted Senate Bill 5 resolution as well as by virtue of the granting of such rights to Applicant by numerous entities annexing their lands into the City of Brighton. 5.2.8. Water diverted and stored by Applicant in any of its storage facilities under free river conditions. 5.3. Statement of plan for augmentation. Applicant’s municipal water supply system straddles a hydrologic divide between the South Platte River and Beebe Draw (a paleochannel of the South Platte River), and return flows from use of water within the municipal water supply system accrue to both the South Platte River and Beebe Draw. The primary purpose of the plan for augmentation described in this application is to increase the amount of water available for beneficial use in the South Platte River and Beebe Draw basins to allow Applicant to continue to divert water from the structures described in ¶0 above at times when such diversions would otherwise cause injury to vested water rights of others. The plan for augmentation will also function to pool Applicant’s water resources and exchanges within Applicant’s municipal water system to meet augmentation and replacement demands. With respect to Applicant’s South Platte Wells, a plan for augmentation was approved by the District Court, Water Division 1, in Case No. 00CW202 for the operation of Applicant’s South Platte Wells; the plan for augmentation requested herein will function as a supplemental and integrated plan for augmentation to that decreed in Case No. 00CW202, and the plan for augmentation pending in Case No. 02CW243, by allowing the sources of augmentation water utilized in this plan for augmentation to provide augmentation water to the South Platte River to allow continued operation of the South Platte Wells. The augmentation plan may also serve to meet historical return flow obligations imposed by the Court in Case No. 00CW202, Case No. 04CW174 and this Case No. 03CW320, or in cases involving other changes of water rights requested by Applicant in the future. 5.3.1. Augmentation Operations. Applicant’s proposed plan for augmentation consists of the following operational components which are designed to allow Applicant to control the time, amount, and location of augmentation water provided to the South Platte River and Beebe Draw, to meet Applicant’s augmentation demands to prevent injury to vested water rights as described below, and to maintain dominion over and maximize the beneficial use of the water available to Applicant by virtue of the water rights listed in ¶5.2: 5.3.1.1. Municipal Return Flows. Applicant’s use of its various sources of water, including water diverted by the structures to be augmented by this plan for augmentation, in its municipal water supply system generates return flows to the South Platte River and Beebe Draw and/or tributaries thereto. Applicant’s municipal return flows consist generally of the following: 5.3.1.1.1. Municipal Return Flows to the South Platte River. Water distributed in Applicant’s municipal water system located in the South Platte basin returns to Applicant’s South Platte Waste Water Treatment Plant, located in the NW1/4 of the NW1/4 of the SW1/4 of Section 6, Township 1 South, Range 66 West, 6th P.M. and is thence discharged to the South Platte River. A portion of the water distributed in Applicant’s municipal water system located in the South Platte basin is used for outdoor irrigation and other purposes, a portion of which returns to the South Platte River. Additionally, a portion of the treated water distributed through Applicant’s municipal water system located in the South Platte basin returns to the South Platte River as system losses. Applicant will calculate and take credit for all of its municipal returns to the South Platte River. 5.3.1.1.2. Municipal Return Flows to Beebe Draw. Water distributed in Applicant’s municipal water system located in the Beebe Draw basin returns to the Lochbuie Waste Water Treatment Plant, located in the NE1/4 of the NW1/4 of the NW1/4 of Section 29, Township 1 North, Range 65 West, 6th P.M. and is thence discharged to the Beebe Draw Canal at a point located 724 feet from the west section line and 332 feet from the north section line of said Section 29. A portion of the water distributed in Applicant’s municipal water system located in the Beebe Draw basin is used for outdoor irrigation and other purposes, a portion of which returns to the Beebe Draw. Additionally, a portion of the treated water distributed through Applicant’s municipal water system located in the Beebe Draw basin returns

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to the Beebe Draw as system losses. Applicant will calculate and take credit for all of its municipal returns to Beebe Draw. 5.3.1.2. Barr Lake Releases. Applicant may divert and store water in Barr Lake, including water diverted pursuant to the Subject Burlington/FRICO Rights described in ¶4 above, for subsequent releases to Beebe Draw for augmentation and replacement purposes. 5.3.1.3. Milton Reservoir Releases. Applicant may divert and store water in Milton Reservoir, including water diverted pursuant to the Subject Burlington/FRICO Rights described in ¶4 above, for subsequent releases to Beebe Draw for augmentation and replacement purposes. 5.3.1.4. South Platte Reservoir Storage. Applicant has or will have the ability to store water in various storage vessels with the ability to divert and store water directly from the South Platte River, including the 124th Avenue Pond, Ken Mitchell Lakes, Erger’s Pond, “Pond B”, and the United Reservoir (a/k/a Brannan Pit), and is developing additional storage. Applicant will utilize water stored in these reservoirs to make direct releases to the South Platte River, or otherwise deliver water to other locations, such as Beebe Draw, for augmentation and replacement purposes. 5.3.1.5. South Platte diversions to Barr Lake and Beebe Draw. Applicant may divert water in or tributary to the South Platte River via an existing pipeline for storage in Barr Lake for subsequent use including augmentation and replacement, and delivery to Applicant’s Beebe Draw Wells, or deliver water directly to Beebe Draw from the South Platte River. 5.3.1.6. Barr Lake Deliveries to the Beebe Draw Aquifer and the Beebe Draw Wells. Applicant’s Beebe Draw Wells are situated in such close proximity to Barr Lake such that pumping of the wells increases the hydrologic gradient in the aquifer from the wells to Barr Lake, thereby increasing the rate of releases of water from Barr Lake into the Beebe Draw alluvial aquifer over that which would have occurred but-for the pumping of the wells. The amount of induced draw from Barr Lake can be accurately calculated as a function of measured pumping of the Beebe Draw Wells. Applicant therefore proposes to take delivery of water available to it in Barr Lake into the Beebe Draw aquifer and its Beebe Draw Wells to the extent approved by the Court. Applicant will provide augmentation water to the Beebe Draw Canal to the extent operation of the Beebe Draw Wells causes out-of-priority diversions. Alternatively, Applicant may regard the induced draw from Barr Lake caused by operation of the Beebe Draw Wells as a depletion to Barr Lake directly, and if approved by the Court Applicant may make replacements directly to Barr Lake or as otherwise required by the Court so as to prevent injury to vested water rights of others. 5.3.1.7. South Platte Exchanges. Applicant has various appropriative rights of exchange on the South Platte River confirmed in Case No. 00CW202, requested in pending Case No. 04CW174, as well as the appropriative rights of exchange requested herein. All of these appropriative rights of exchange will be utilized in this plan for augmentation. 5.3.1.8. Internal System Exchange. As part of its plan for augmentation, and in order to maximize the beneficial use of the water rights available to it, Applicant will operate simultaneous internal exchanges within its municipal water supply system to make water available to the river in time, location, and amounts needed to meet augmentation and/or replacement demands. Applicant’s internal exchange will operate by distinguishing, through appropriate accounting methodologies, the source and legal properties of water at various points in its system, including return flows to the South Plate River and Beebe Draw, independent of the amount of any individual source as a proportion of all sources delivered into the system, while maintaining continuity of all water sources within the system. 5.3.2. Augmentation Demands. Applicant will utilize water made available pursuant the plan for augmentation to replace out-of-priority depletions from the structures listed in Paragraph 5.1 above. Applicant will also utilize the plan for augmentation to maintain return flow obligations from its changed water sources, including decreed, pending, and future changes of water rights. To the extent the augmentation water generated by the plan for augmentation is not necessary for immediate use, Applicant will re-divert the water by exchange or otherwise store it for subsequent beneficial use (including augmentation and replacement, or use in Applicant’s municipal water system), or lease the rights to its use to others. Diversions from Applicant’s South Platte Wells are also augmented pursuant to the decree entered in Case No. 00CW202,

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however, because this plan for augmentation will provide augmentation water to the South Platte River, such augmentation water may also be used to augment for out-of-priority depletions from the South Platte Wells. Applicant will calculate depletions from the South Platte Wells consistent with the terms and conditions of the decree entered in Case No. 00CW202. Because all diversions from the South Platte Wells are considered 100 percent consumed, separate metering for diversions covered under this plan for augmentation and those as decreed in Case No. 00CW202 is not required. 6. Application for Appropriative Rights of Exchange. Applicant seeks judicial confirmation of the following appropriative rights of exchange (see Exhibit D): 6.1. South Platte Exchanges. 6.1.1. Exchange from Points: The exchange from points are the points listed below, and any other points located within the maximum extent of the exchange reach: 6.1.1.1. Point A: the confluence of Brighton’s North Storm Drain Outfall and the South Platte River, located in the SE1/4 of the SW1/4 of the SW1/4 of Section 31, Township 1 North, Range 66 West, 6th P.M. This is the downstream most point of the exchange reach. 6.1.1.2. Point B: the confluence of Brighton’s South Storm Drain Outfall and the South Platte River located in the SE1/4 of the NW1/4 of the NE1/4 of Section 12, Township 1 South, Range 67 West. 6.1.1.3. Point H: the point of discharge from Applicant’s South Platte WWTP, located in the NW1/4 of the NW1/4 of the SW1/4 of Section 6, Township 1 South, Range 66 West, 6th P.M. 6.1.1.4. Point C: The outfall of Ken Mitchell Lake, which is located near the point where the South Platte River crosses the west line of Section 12, Township 1 South, Range 67 West, 6th P.M., Adams County. 6.1.1.5. Point J: 124th Outfall, located in the NW1/4 of the SE1/4 of Section 35, Township 1 South, Range 67 West, of the 6th P.M. in Adams County. 6.1.1.6. Point K: the confluence of Sand Creek and the South Platte River located in the SE1/4 of the SW1/4 of Section 1, Township 3 South, Range 68 West, 6th P.M. 6.1.1.7. Point L: Metro Pumps, located as described in ¶4.3.2 above. 6.1.2. Exchange to Points: The exchange to points are the points listed below, and any other points located within the maximum extent of the exchange reach: 6.1.2.1. Point D-1: Ken Mitchell Reservoir Pump Station Inlet Pipe, located on the east bank of the South Platte River, in the Southeast Quarter of Section 11, Township 1 South, Range 67 West, at a point whence the Southwest Corner of said Section 11 bears approximately South 86° West, approximately 4,160 feet. 6.1.2.2. Point D-2: Ken Mitchell Reservoir Pump Station Inlet Pipe, located on the east bank of the South Platte River, in the NW1/4 of the SE1/4 of Section 14, Township 1 South, Range 67 West, at a point whence the Southwest Corner of said Section 14 bears approximately South 69° West, approximately 4,000 feet. 6.1.2.3. Point E: Ken Mitchell Reservoir Inlet, located on the east bank of the South Platte River, in the SE1/4 of Section 14, Township 1 South, Range 67 West, at a point whence the Southwest Corner of said Section 14 bears approximately South 88° 30’ West, approximately 3,190 feet. 6.1.2.4. Point F: a point where the South Platte River crosses the South line of Section 23, Township 1 South, Range 67 West, of the 6th PM in Adams County. This is an approximation of the upstream limit of the reach of the South Platte River that is depleted by pumping of applicant’s South Platte wells. 6.1.2.5. Point G: Fulton Ditch headgate located in the NE1/4 of the NE1/4 of the SE1/4 of Section 17, Township 2 South, Range 67 West, Adams County. 6.1.2.6. Point I: the United Diversion Facility No. 3, located as described in ¶4.3.3 above. 6.1.2.7. Point L: Metro Pumps (on Sand Creek), located as described in ¶4.3.2 above. 6.1.2.8. Point M: Burlington Canal Headgate, located as described in ¶4.5 above. This is the upstream most point of the exchange reach. 6.1.3. Amounts claimed: The maximum simultaneous exchange rate will be limited to 136.3 cfs. The individual exchanges and claimed amounts are shown in the exchange matrix attached hereto as Exhibit E. Applicant claims as absolute with respect to the exchange from Applicant’s South Platte WWTP to Point F 2.29 cfs which was operated on May 6, 2003. Applicants request that the court award an absolute water right as to all or any portion of the above claims for water rights which may be duly diverted and/or stored, and placed to beneficial use, and/or exchanged, prior to the date of the decree to be entered herein. 6.2. Beebe Draw Exchange. 6.2.1. Exchange from points: Any points located within the exchange reach including Point 1, which is the point of discharge from the Lochbuie WWTP located in the

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NE1/4 of the NW1/4 of the NW1/4 of Section 29, Township 1 North, Range 65 West, 6th P.M. Point 1 is the downstream most point of the exchange reach. 6.2.2. Exchange to points: The exchange to points are listed below, and any other points within the exchange reach. 6.2.2.1. Point 2: Barr Lake, located in portions of Sections 15, 21, 22, 23, 26, 27, 28, and 33, Township 1 South, Range 66 West, 6th P.M. 6.2.2.2. Point 3: Toe of Barr Lake dam, which location is the upstream extent of well depletions from the Beebe Draw Wells in the NW1/4 of Section 23, Township 1 South, Range 66 West, 6th P.M. This is the upstream most point of the exchange reach. 6.2.3. Amounts claimed. 4.60 cfs conditional, 0.40 cfs absolute; Applicant first operated the Beebe Draw Exchange at a rate of 0.40 cfs on April 23, 2003. Applicant requests that the court award an absolute water right as to all or any portion of the above claims for water rights which may be duly diverted and/or stored, and placed to beneficial use, and/or exchanged, prior to the date of the decree to be entered herein. 6.3. Source: The appropriative rights of exchange will operate utilizing exchange potential created by the native flow of the South Platte River and its tributaries for the South Platte Exchanges and exchange potential created by water in and accruing to Beebe Draw Canal for the Beebe Draw Exchanges. The source of substitute supply will be water made available by operation of Applicant’s plan for augmentation as described herein, water made available pursuant to the plan for augmentation decreed in Case No. 00CW202, water made available pursuant to the plan for augmentation described in pending Case No. 02CW243, water attributable to the Subject Burlington/FRICO Rights herein, and all other water rights lawfully available to Applicant for such use including the water rights described in Paragraph 5.2 above. 6.4. Date of appropriation for all exchanges: June 19, 2002. 6.5. Proposed use for all exchanges: irrigation, municipal, augmentation, replacement, exchange and substitution, either directly or following storage. Municipal uses include but are not limited to domestic, mechanical, manufacturing, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, substitute supply, adjustment and regulation of municipal water systems, including further exchange with municipal water systems and with other water users, within the City of Brighton’s service area as it may exist both now and into the future. Applicant claims the right to totally consume the water diverted, either by first use, reuse or successive use. 7. Name(s) and address(es) of owner(s) (other than Applicant) upon which any structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. 7.1. Farmers Reservoir and Irrigation Company, 80 South 27th Avenue, Brighton, Colorado 80601. 7.2. Burlington Ditch, Reservoir and Land Company, 80 South 27th Avenue, Brighton, Colorado 80601. 7.3. Metro Wastewater Reclamation District, 6450 York St, Denver, Colorado 80229. 7.4. Ready Mixed Concrete Company, 4395 Washington Street, Denver, CO 80216. 7.5. Fulton Ditch Company, 25 South 4th Avenue, Brighton, CO 80601. 08CW257 JULIE POTTER, 18910 Archers Drive, Monument, CO 80132, AND BART AND MICHELLE ATKINSON, 1632 Lyons Down Lane, Monument, CO 80132, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION, IN EL PASO COUNTY. 2. Description of plan for augmentation: A. Groundwater to be augmented: Applicant Julie Potter is owner of Lot 23, Kings Deer Subdivision Filing 1, which is generally located in the NE1/4SW1/4 of Section 8, T11S, R66W, and Applicants Bart and Michelle Atkinson are owners of Lot 1, Kings Deer Highlands Subdivision Filing 4, which is generally located in the NW1/4SE1/4 and SW1/4NE1/4 of Section 5, T11S, R66W, as shown on Attachment A hereto. Lot 23 is served by a not nontributarty Dawson aquifer well as permitted in Well Permit No. 48484-F, for an annual withdrawal of 0.38 acre-feet per year pursuant to a decree in Consolidated Case Nos. 93CW75, Water Division 2, and 93CW147, District Court, Water Division 1. Lot 1 is served by a not nontributarty Dawson aquifer well as permitted in Well Permit No. 64262-F, for an annual

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withdrawal of 0.42 acre-feet per year pursuant to a decree in Consolidated Case Nos. 94CW49(A) and (B), Water Division 2, and 94CW144(A) and (B), District Court, Water Division 1. Applicants request that an additional annual amount of 1 acre-foot of not nontributary groundwater be withdrawn through each well. The one acre-foot to be withdrawn through each of the wells are also decreed in the corresponding case numbers described above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary Dawson aquifer water and return flows and direct discharge of nontributary groundwater as decreed Case No. 85CW230, District Court, Water Division 1. C. Statement of plan for augmentation: The purpose of this augmentation plan is to supplement withdrawals from the two not nontributary Dawson aquifer wells. In Consolidated Case Nos. 93CW75, Water Division 2, and 93CW147, District Court, Water Division 1, the augmentation plan approves the withdrawal of 0.38 acre-feet per year for 100 years (0.27 for inhouse use and 0.11 acre-feet for irrigation of 3000 square-feet of irrigated area). In Consolidated Case Nos. 94CW49(A) and (B), Water Division 2, and 94CW144(A) and (B), District Court, Water Division 1, the augmentation plan approves the withdrawal 0.419 acre-feet per year for 300 years (0.27 for inhouse use and 0.149 acre-feet for irrigation of 3000 square-feet of irrigated area). The additional 1 acre-foot per well will provide for an additional 0.1 acre-foot for inhouse use and 0.9 acre-feet for irrigation use of an additional 15,000 square feet of irrigated area, to supplement the 0.38 acre-feet or 0.419 acre-feet per year approved in the prior augmentation plans. The lots utilize non-evaporative septic systems. Consumptive use associated with inhouse use is approximately 10% of water used and consumptive use associated with irrigation use is approximately 90% of water used. Applicant requests that this plan for augmentation be operated in combination with the augmentation plans previously approved and described above. D. During pumping Applicant will replace actual depletions to the affected stream systems pursuant to Section 37-90-137(9)(c), C.R.S. The Subject Property is located in Water Division 1 and return flows accrue to those stream systems. Applicant requests that the total actual amount of depletion to all stream systems associated with all pumping from both wells be returned to Water Division 1 stream systems and for a finding that those replacements are sufficient. The additional amounts of water to be withdrawn herein will be operated in the same manner as the corresponding prior augmentation plans for that water. Applicant will reserve an additional amount of the nontributary groundwater as decreed in Case No. 85CW230 to meet any additional post pumping augmentation requirements. 09CW7. Emanuel W. Rothe, 1610 37 Avenue Place, Greeley, CO, 80634, (970) 330-2636; C/O Lind, Lawrence & Ottenhoff LLP, 355 Eastman Park Drive, #200, Windsor, CO, 80550, (970)674-9888. AMENDMENT TO APPLICATION FOR WATER RIGHTS AND PLAN OF AUGMENTATION IN WELD, MORGAN AND WASHINGTON COUNTIES. 2. The application in this case was filed on January 21, 2009. A statement of opposition was filed by Schneider Water One, LLC on February 27, 2009. No other statements of opposition have yet been filed and the time for filing expires on March 31, 2009. 3. The application is amended to add one well to be augmented. The following subparagraph is hereby added to Paragraph 4. of the application: 4.d. Rothe Well No. 52, aka Sublette Well No. 1, Permit No. 48101-F. i. Legal description of well location: SE1/4 NW1/4 Section 15, 1900 feet from the North section line and 1900 feet from the West section line, Township 4 North, Range 61 West, 6th P.M., Weld County, Colorado. ii. Decrees: Case No. 89CW027, Water Division No. 1, decree dated April 30,1996; Case No. 96CW1056, Water Division No. 1, decree dated November 20, 1997; Case No. 02CW81, Water Division No. 1, decree dated June 7, 2005. iii. Date of appropriation: March 11, 1985 iv. Use: Irrigation v. Depletions from Well No. 52 accrue to the South Platte River. 4. Description of plan with regard to Well No. 52: This well is primarily augmented by the recharge water rights and plan for augmentation decreed in Case No. 89CW27, Water Division No. 1. To the extent that depletions from the well exceed the replacement credits available to the Applicant from that decree, such depletions may be replaced using the augmentation supplies described

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herein. The well is owned by Sublette, Inc., and is used by agreement with that company. 5. Name and address of owner of land on which structure is located: Sublette, Inc. c/o Rick Sandquist, P.O. Box 21, Orchard, CO, 80649. 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 May 2009 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original and include $158.00 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.