SUPREME COURT OF COLORADO

OFFICE OF THE CHIEF JUSTICE

ORDER

IN THE MATTER OF THE APPOINTMENT OF WATER JUDGES

UNDER THE WATER RIGHT DETERMINATION AND ADMINISTRATION ACT OF 1969

Pursuant to Section 37-92-203(2), C.R.S. (2007) the following judges are designated or redesignated as water judges for the water divisions of the state for 2008: Division 1

Roger A. Klein Gilbert Gutierrez*

Division 2

C. Dennis Maes Kirk S. Samelson *

Division 3

O. John Kuenhold Pattie P. Swift*

Division 4

J. Steven Patrick Charles R. Greenacre *

Division 5

Daniel B. Petre James B. Boyd*

Division 6

Michael A. O’Hara Daniel J. Kaup*

Division 7

Gregory G. Lyman David L. Dickinson*

Dated this 26th day of December, 2007. /s/ Mary J. Mullarkey Chief Justice * Designated additional water judge to assist the principal water judge during an emergency, leave, or conflict situation.

SUPREME COURT OF COLORADO

OFFICE OF THE CHIEF JUSTICE

ORDER

CONCERNING THE APPOINTMENT OF DESIGNATED GROUND WATER JUDGES

Pursuant to the provisions of Section 37-90-115(1)(b)(V), C.R.S. (2007), the following district judges are appointed as designated ground water judges for the named designated ground water basins for 2008: Designated Ground Water Basin

Judge

Judicial District

Northern High Plains Camp Creek

John Curtis Penny, Jr. 13th

Kiowa-Bijou Lost Creek

C. Vincent Phelps, Jr.

17th

Upper Black Squirrel Creek Upper Big Sandy

Larry E. Schwartz 4th

Southern High Plains Stanley A. Brinkley 15th

Upper Crow Creek Roger A. Klein 19th Dated this 26th day of December, 2007 /s/ Mary J. Mullarkey Chief Justice

SUPREME COURT OF COLORADO

OFFICE OF THE CHIEF JUSTICE

ORDER

Appointment of

Water Court Senior Judges WHEREAS, Article VI, Section 5(3) of the Colorado Constitution authorizes the Chief Justice of the Colorado Supreme Court to assign judges and retired judges to temporarily perform judicial duties as necessary to foster the prompt disposition of judicial business, and WHEREAS, Section 37-92-203(2), C.R.S. (2007), authorizes the Chief Justice of the Colorado Supreme Court to make temporary assignment of other judges to hear pending water matters, NOW, THEREFORE, IT IS ORDERED by the Chief Justice that the following Senior Judges, who have prior experience with Water Court matters, shall be available as needed for temporary judicial assistance to a particular district in need of assistance with water matters:

Richard P. Doucette Jonathan W. Hays Robert W. Ogburn Thomas W. Ossola Connie L. Peterson

Steven E. Shinn

DONE in Denver, Colorado, this 26th day of Dec. , 2007. _________________/s/________________

Mary J. Mullarkey, Chief Justice

SUBSTITUTE WATER SUPPLY PLAN NOTIFICATION LIST

Section 37-92-308, C.R.S. (2007) directs the State Engineer to establish a notification list for each water division to notify interested parties of requests for approval of: substitute water supply plans (§37-92-308), loans for an instream flow (§37-83-105), and interruptible water supply agreements (§37-92-309). To receive this information for calendar year 2008, specify whether you prefer to receive the information by first-class mail or electronic mail and send your name, mailing address, e-mail address, daytime telephone number, and water division(s) to: Substitute Water Supply Plan Notification List, Colorado Division of Water Resources, 1313 Sherman Street, Room 818, Denver, Colorado 80203 or e-mail to: dwr-swsplist@state.co.us. Additional information regarding Substitute Water Supply Plans is available on the Division of Water Resources' website at http://water.state.co.us/. Questions may be directed to the Division of Water Resources at (303) 866-3581 or dwr-swsplist@state.co.us.

DISTRICT COURT, WATER DIVISION 1, COLORADO DECEMBER 2007 WATER RESUME PUBLICATION TO: ALL PERSONS INTERESTED IN WATER APPLICATIONS IN WATER DIV. 1 Pursuant to C.R.S. 37-92-302, you are notified that the following is a resume of all water right applications and certain amendments filed in the Office of the Water Clerk during the month of DECEMBER 2007 for each County affected. 07CW297 JON F. AND SHARON LARSON, 4303 ESTHER LEE CT.,COLUMBIA MO. 65203-0597. Telephone: (573) 445-3188. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Larson Well. Date of original decree: 12-04-2001 in case no. 96CW1015 in Water Division 1. Legal description: SE1/4, NE1/4, S34, T9S, R75W of the 6th PM at a distance 2550 feet from North and 40 feet from East. Street address: 48 Fawn Ct. Subdivision: Indian Mountain, Lot 103, Filing 15. Source: groundwater. Appropriation date: May 31, 1973. Amount: .033 cfs (15 gpm), Conditional. Use: Household use only in a single family dwelling not including irrigation. The return flow from such uses shall be returned to the same stream system in which the well is located. Depth: No well has been dug yet. This land presently has no structures built upon it and is undeveloped, nor has a well permit been sought. Currently, undecided as to whether will build upon it or sell it at a future date. 07CW298 City of Aurora, Colorado, acting by and through its Utility Enterprise, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012-1555; Telephone: 303-739-7370. c/o Steven O. Sims and John A. Helfrich, Brownstein Hyatt Farber Schreck, P.C., 410 Seventeenth Street, Suite 2200, Denver, Colorado 80202-4437, Phone Number: 303-223-1100 and John M. Dingess, Duncan, Ostrander & Dingess, P.C., 3600 South Yosemite Street, Suite 500, Denver, Colorado, 80237-1829, Phone Number 303-779-0200. Application for Conditional Appropriative Rights of Exchange in ADAMS, ARAPAHOE, DOUGLAS, JEFFERSON AND WELD COUNTIES. 1. Name, Address, and Telephone Number of Applicant. City of Aurora, Colorado, acting by and through its Utility Enterprise (“Aurora Water”) 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012-1555 Telephone: 303-739-7370 2. Application for Conditional Appropriative Right of Exchange. a. Name of Exchange: Aurora Water-Walker Reservoir Exchange. b. Amount: 100 c.f.s. c. Source: South Platte River and Cherry Creek. d. How appropriation was initiated for exchange: Aurora appropriated this conditional water right by forming the intention to appropriate coupled with performing overt, physical acts constituting a first step toward diversion and application of the claimed water rights to a beneficial use. The intent to appropriate was evidenced by the signature of the Mayor on this application. The overt acts include but are not limited to acquisition of Walker Reservoir, constructing the outlet works, obtaining a 404 permit for the inlet and outlet structures, performing engineering analysis and posting of signs giving notice of the claimed exchange appropriation at all sites. e. Appropriation Date: December 17, 2007. f. Upstream Points of Exchange: (a) Chatfield Reservoir in the amount of 100 c.f.s. Chatfield Reservoir is located in §§ 1, 2, 11, 12, 14 & 23, T6S, R69W, 6th P.M. & §§ 6 & 7, T6S, R68W, 6th P.M. in Douglas and Jefferson Counties, Colorado. Chatfield Reservoir is on the main stem of the South Platte River and the main stem of Plum Creek. The southeast-end of dam (right) abutment is located at a point from whence the SE corner of Section 7, T6S, R68W, 6th P.M. bears South 64 degrees East a distance of 2,064 feet. The approximate (right) abutment latitude 39 deg 32 min 20 sec N & longitude 105 deg 02 min 33 sec W. (b) Cherry Creek Reservoir in the amount of 25 c.f.s. The reservoir outlet works are located on Cherry Creek in the NW 1/4 NE 1/4 of Section 2, T5S, R67W, 6th P.M. The approximate latitude of this point is 39° 39' 08" N and the approximate longitude is 104° 51' 20" W. 2.1.3. (c) Strontia Springs Dam and Reservoir and the Diversion System ("Strontia") in the amount of 100 c.f.s. Strontia is constructed on the South Platte River in Douglas County, with east-end of dam (right) abutment located at a point from whence the NW corner of Section 21, T7S, R69W, 6th P.M. bears North 52 deg West a distance of 1,300 feet. The approximate (right) abutment latitude 39 deg 25 min 56 sec N & longitude 105 deg 07 min 31 sec W. g. Exchange reach: That reach of the South Platte River in Adams, Denver, Arapahoe, Jefferson, Douglas and Weld Counties between the Strontia inlet at the upper terminus and the outlet of the

Aurora-Walker Reservoir at the lower terminus. The outlet of the Aurora-Walker Reservoir is located on the west bank of the South Platte River in the W1/2 of the NW1/4 of Section 31, T1N, R66W of the 6th P.M., Weld County, Colorado. h. Source of substituted supply. Aurora Water will provide a substituted supply of water of a quality and continuity to meet the requirements of use to which the senior appropriation has normally been put. The source of substituted supply shall come from water to which Aurora Water has conditional or decreed rights, including without limitation previously awarded water rights, previously changed water rights, decreed lawn grass irrigation return flows, water rights to be acquired and changed in the future, legally reusable water rights, tributary, not non-tributary and non-tributary water rights and water rights leased from other water right owners. i. Date water applied to beneficial use: Not applicable; Conditional right claimed. j. Use: All municipal and domestic purposes including without limitation fire protection, irrigation, commercial and industrial use, recreational purposes, fish and wildlife propagation, stock watering, reservoir evaporation replacement, storage and maintenance of storage reserves, exchange and augmentation purposes, for use and reuse until extinction. The location of use will be any area capable of being served by these diversion and storage points within the existing or future water service area of the City of Aurora located in Adams, Arapahoe and Douglas County or any extra-territorial area in which the City of Aurora contracts to provide treated or raw water service, including without limitation the Rocky Mountain Energy Company, City of Thornton, Roxborough Metropolitan District, East Cherry Creek Valley Water and Sanitation District, Central Colorado Water Conservancy District, the Groundwater Management Subdistrict of the Central Colorado Water Conservancy District and the Water Augmentation Subdistrict of the Central Colorado Water Conservancy District. k. Exchange operations-Non-Injury. Aurora Water will divert water at the upstream points of exchange and provide a substituted supply of water to one or more appropriators senior to them, not to exceed that to which any senior appropriator is entitled from time to time by virtue of his appropriations in such a manner that will not injuriously affect the owner of or persons entitled to use water under a vested water right or decreed conditional water right. 3. Application for Conditional Appropriative Right of Exchange. a. Name of Exchange: Aurora Water-Everist Reservoir Exchange. b. Amount: 200 c.f.s. c. Source: South Platte River and Cherry Creek. d. How appropriation was initiated for exchange: Aurora appropriated this conditional water right by forming the intention to appropriate coupled with performing overt, physical acts constituting a first step toward diversion and application of the claimed water rights to a beneficial use. The intent to appropriate was evidenced by the signature of the Mayor on this application. The overt acts include but are not limited to acquisition of Aurora-Everist Reservoir, performing engineering analysis and posting of signs giving notice of the claimed exchange appropriation at all sites. e. Appropriation Date: December 17, 2007. f. Upstream Points of Exchange: (a) Chatfield Reservoir in the amount of 200 c.f.s. Chatfield Reservoir is located in §§ 1, 2, 11, 12, 14 & 23, T6S, R69W, 6th P.M. & §§ 6 & 7, T6S, R68W, 6th P.M. in Douglas and Jefferson Counties, Colorado. Chatfield Reservoir is on the main stem of the South Platte River and the main stem of Plum Creek. The southeast-end of dam (right) abutment is located at a point from whence the SE corner of Section 7, T6S, R68W, 6th P.M. bears South 64 degrees East a distance of 2,064 feet. The approximate (right) abutment latitude 39 deg 32 min 20 sec N & longitude 105 deg 02 min 33 sec W. (b) Cherry Creek Reservoir in the amount of 25 c.f.s. The reservoir outlet works are located on Cherry Creek in the NW 1/4 NE 1/4 of Section 2, T5S, R67W, 6th P.M. The approximate latitude of this point is 39° 39' 08" N and the approximate longitude is 104° 51' 20" W. 2.1.3. (c) Strontia Springs Dam and Reservoir and the Diversion System ("Strontia") in the amount of 200 c.f.s. Strontia is constructed on the South Platte River in Douglas County, with east-end of dam (right) abutment located at a point from whence the NW corner of Section 21, T7S, R69W, 6th P.M. bears North 52 deg West a distance of 1,300 feet. The approximate (right) abutment latitude 39 deg 25 min 56 sec N & longitude 105 deg 07 min 31 sec W. g. Exchange reach: That reach of the South Platte River in Adams, Denver, Arapahoe, Jefferson, Douglas and Weld Counties between the Strontia inlet at the upper terminus and the outlet of the Aurora-Everist Reservoir at the lower terminus. The outlet of the Aurora-Everist Reservoir is located on the west bank of the South Platte River in the W1/2, NE1/4 of Section 30, T2N, R66W of the 6th P.M., Weld County, Colorado. h. Source of substituted supply. Aurora Water will provide a substituted supply of water of a quality and continuity to meet the requirements of use to which the senior appropriation has normally been put. The source of substituted supply shall come from water to which Aurora Water has conditional or decreed rights, including without limitation previously awarded water rights, previously changed water rights, decreed lawn grass irrigation return flows, water rights to be acquired and changed in the future, legally reusable water rights, tributary, not non-tributary

and non-tributary water rights and water rights leased from other water right owners. i. Date water applied to beneficial use: Not applicable; Conditional right claimed. j. Use: All municipal and domestic purposes including without limitation fire protection, irrigation, commercial and industrial use, recreational purposes, fish and wildlife propagation, stock watering, reservoir evaporation replacement, storage and maintenance of storage reserves, exchange and augmentation purposes, for use and reuse until extinction. The location of use will be any area capable of being served by these diversion and storage points within the existing or future water service area of the City of Aurora located in Adams, Arapahoe and Douglas County or any extra-territorial area in which the City of Aurora contracts to provide treated or raw water service, including without limitation the Rocky Mountain Energy Company, City of Thornton, Roxborough Metropolitan District, East Cherry Creek Valley Water and Sanitation District, Central Colorado Water Conservancy District, the Groundwater Management Subdistrict of the Central Colorado Water Conservancy District and the Water Augmentation Subdistrict of the Central Colorado Water Conservancy District. k. Exchange operations-Non-Injury. Aurora Water will divert water at the upstream points of exchange and provide a substituted supply of water to one or more appropriators senior to them, not to exceed that to which any senior appropriator is entitled from time to time by virtue of his appropriations in such a manner that will not injuriously affect the owner of or persons entitled to use water under a vested water right or decreed conditional water right. 4. 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. Aurora Water shall not use any structure on land to which they do not have legal interest. a. Aurora-Walker is owned by the City of Aurora. The outlet works for Aurora-Walker is located on lands owned by Carl F. Eiberger, 14330 Fairview Ln, Golden, CO and Peter L & Cynthia S. Baurer, 754 WCR 23 3/4 Brighton, CO 80603. Aurora has an easement that allows the construction of the outlet works under the Bauer and Eiberger lands. b. Aurora-Everist Reservoir and the land underlying the outlet works are owed by the Gomer Hill Living Trust, Dated May 25, 2000, for the benefit of Gomer Hill, the Julane M. Hill Living Trust, Dated May 25, 2000, for the benefit of Julane M. Hill whose addresses are 12526 WCR 18, Ft. Lupton, CO 80621; L.G. Everist, Inc., an Iowa Corporation, whose address is 7321 East 88th Avenue, Suite 200, Henderson, CO 80640. Aurora has an easement that allows the construction of the reservoir and outlet works under these lands. b. Chatfield Reservoir and Cherry Creek Reservoir are owned by the United States of America, Secretary of the Army, c/o Assistant Secretary of the Army (Civil Works), 108 Army Pentagon, Room 2E570, Washington, DC 20310-0108. The recreational facilities at both Reservoirs are operated by the Colorado Division of Parks and Outdoor Recreation, 1313 Sherman St., 6th Floor, Denver, CO 80203 c. Strontia Springs Dam and Reservoir and the Diversion System is owned by the City and County of Denver, acting by and through its Board of Water Commissioners, 1600 West 12th Avenue, Denver, CO 80204-3412. Land underlying the facility is owned by the Bureau of Land Management, 2850 Youngfield Street, Lakewood, CO 80215-7076. The Applicant has a right by contract to use the facility. 5. Notes. This application requests the right to operate two exchanges that involve existing Aurora water rights and facilities. No change or alteration of any type is either requested or intended regarding any existing Aurora water right or facility. 6 pages. 07CW299 MARTIN L. DuBOIS, 1825 WCR 78, Wellington, CO 80549. Telephone: (970) 568-7429. APPLICATION FOR WATER STORAGE RIGHTS IN LOGAN COUNTY. Name of Reservoir: The Woods Pond located N1/2 , SW1/4, S17, T10N, R49W of the 6th PM at a distance 1801.5 feet from South and 1250.5 feet from West. Name(s) of Ditch(es) and capacity: none directly. Source: Tributary and seep ditch. Amount claimed in acre feet 36.2 af. If off channel reservoir, rate of diversion in cfs for filling the reservoir: 100-200 gpm or 1/2 – 1 af/day. If non-irrigation, describe purpose fully: Recreational, fish and wildlife culture, natural area, stock water, waterfowl hunting, fishing.. Surface area of high water line 441562.5 sq feet or about 10 acres. Maximum height of dam in feet: 8 Length of dam in feet: 2355. Total capacity of reservoir in acre feet: 36.2. Active capacity: 36.2 Dead storage: The inlet outlet pipe will not be in the lowest point of the pond. There will be approximately 3 af of water that will not gravity drain. This water could be pumped or siphoned out. 07CW300 Logan Well Users, Inc., P.O. Box 1172, Sterling, Colorado, 80751, (970)580-3832. C/O Lind,

Lawrence & Ottenhoff LLP, 355 Eastman Park Drive, #200, Greeley, CO, 80631, (970)674-9888. Application for Approval of Plan for Augmentation for Water Rights and Change of Water Rights in LOGAN, MORGAN & WASHINGTON COUNTIES. Application for Augmentation Plan 2. Augmentation Plan. Applicant operates an augmentation plan decreed in Case No. 03CW195. ¶49.6 of the decree in Case No. 03CW195 (Decree) allows the addition of wells to the plan subject to notice and terms and conditions. 2.1 Description of the Plan. The wells to be added to the plan, hereinafter “Wells” are set out in Table 1 below and are located on maps attached hereto. The Decree provides, “Any well added to the plan for augmentation shall be located in Logan County.” Three of the Wells are located in Washington County, immediately adjacent to Logan County, and Applicant seeks a limited exception to said term and condition to add wells, 425, 426 and 427 in Table 1 due to their proximity to Logan County and because no injury to the water rights of others will be caused by adding the three wells. The consumptive use factors set out in ¶52.3.4. and ¶52.3.5. of the Decree and the methods for determining depletions from past and future pumping set out in ¶52.2 and ¶52.3 will be used. Out of priority depletions from use of the Wells that have occurred prior to the date the court allows the Wells to be added to the plan will be replaced by Applicant. Out of priority depletions from use of the Wells that may occur after the court decree adding the Wells to the plan, whether or not the depletions result from pumping before or after the date the court allows the Wells to be added to the plan, will be replaced by the Applicant. Table 1. Logan Well Users Member Wells to be Added to Plan

Well Location Aquifer Parameters Well Name Permit WDID Case

Qtr/Qtr Sec Twp Rng W X

Harm T

221 Dan Klindt R292 645506 W1574

NWSE 35 07N

53W

11,716 2,767

388,800

227 Dan Klindt 15263 645595 W815 SWNW 36 07N

53W

12,411 4,463

378,800

233 Datteri Brothers

R11751 645374

W1250 SESW 3 06N

53W

10,787 3,039

339,600

393 B. W. Weakley 15263 645595 W815 SWNW 36 07N

53W

12,411 4,463

378,800

422 Jill Brammer 8906F 645697 W6204

SWNW 21 8N

52W

13,430 67

392,700

423 Gary Ramey Pending - NENE 4 7N

52W 5,148 2,120

154,000

424 Douglas Fritzler - SWSE 4 7N

53W

22,676

22,549

104,200

425 Flying Dishpan - East 8383 016684 W982 NENE 17 5N

54W

18,009 1,918

390,000

426 Flying Dishpan - West 6966 018659

W1470

SWNW 17 5N

54W

20,302 3,173

396,000

427 Keystone 6563 016675 W1097

NENW 16 5N

54W

17,493 3,295

390,000

428 Highland Park Water Co 5882-F 646469

W2440

NWNE 36 08N

53W

13,483 4,530

244,600

429

McAtee Construction Co

Pending - SESE 28 08N

52W

22,564 1,566

197,900

430 Robert Lingreen

Pending -

NWSE 36 7N

53W

13,445 5,816

330,900

2.2.Water Rights to be used for Augmentation. 2.2.1. Those water rights that may be used for augmentation pursuant to the Decree. 2.2.2. The Recharge Well described in ¶4. 2.2.3. Eleven shares of Morgan Prewitt

Reservoir Company to be changed pursuant to ¶6. 2.2.4. Augmentation Credits owned by Member Wells 425, 426 and 427 from the recharge projects of the Johnson & Edwards Ditch, Case No. 03CW423 and the Lower Platte & Beaver Canal Company, Case No. 03CW443. Application for Water Rights 3. Applicant seeks to adjudicate the following water rights on behalf of and with the consent of the owners of the structures. 3.1. Name of Structure. Ramey Well. 3.1.1. Owner. Gary Ramey, 11874 Rd 370 Sterling, CO 80751. 3.1.2. Location. In the NE1/4 NE1/4 of Section 4, Township 7 North, Range 52 West of the 6th P.M., Logan County, Colorado. 3.1.3. Appropriation date. December 11, 2007. 3.1.4. Amount claimed. 15 gpm, conditional. 3.1.5. Source. Groundwater tributary to the South Platte River. 3.1.6. Use. Irrigation of 1 acre located in the NE1/4 NE1/4 of Section 4, Township 7 North, Range 52 West of the 6th P.M., Logan County, Colorado. 3.2. Name of Structure. Fritzler Well. 3.2.1. Owner. Douglas Fritzler, 18234 Rd 24 Sterling, CO 80751. 3.2.2. Location. In the SW1/4 SE1/4 of Section 4, Township 7 North, Range 53 West of the 6th P.M., Logan County, Colorado. 3.2.3. Appropriation date. December 11, 2007. 3.2.4. Amount claimed. 900 gpm, conditional. 3.2.5. Source. Groundwater tributary to the South Platte River. 3.2.6. Use. Irrigation of 160 acres located in the SW1/4 SE1/4 of Section 4, Township 7 North, Range 53 West of the 6th P.M., Logan County, Colorado. Application to Add Recharge Well 4. Applicant seeks to add one recharge well for use with the plan for augmentation in Case No. 03CW195. The recharge well will be operated in accordance with the terms and conditions of ¶27 of the Decree. 4.1. Name of Structure. SIC B1 Well 19533-F (R-16). (This well was decreed as an augmentation well in the Decree). 4.1.1. Location. In the SE1/4 SE1/4 Section 7, Township 7 North, Range 52 West of the 6th P.M., Logan County, Colorado, at a point 1000 feet from the South section line and 1000 feet from the East section line, said Section 7. 4.1.2. WDID. 64 5558. 4.1.3. Appropriation date. April 7, 1975. 4.1.4. Amount claimed. 2240 gpm, conditional. 4.1.5. Source. Groundwater tributary to the South Platte River. 4.1.6. Use. Augmentation of water rights used for irrigation, municipal, commercial, livestock, fire protection, recharge and replacement. 4.1.7. Glover Parameters. W = 28,660; X=487; Harmonic T = 271,200; S=0.2. 4.2. Description of Recharge. Water diverted at the point described in ¶4.1 is delivered to the Sterling Irrigation Company Recharge Project decreed in Case No. 03CW195 and is allowed to percolate into the underground aquifer for Applicant's stated beneficial uses. Application for Change of Water Rights 5. Decreed Name of Structure. Lingreen Well 59332-F. 5.1. Decree. Logan Well Users, Inc. 03CW195 at ¶10.13, February 21, 2006. 5.2. Location. In the NW1/4 SE1/4 of Section 36, Township 7 North, Range 53 West of the 6th P.M., Logan County, Colorado, 2040 feet from the South section line and 1630 feet from the East section line. 5.3. Appropriation date. February 28, 2003. 5.4. Amount claimed. 1500 gpm, conditional. 5.5. Source. Groundwater tributary to the South Platte River. 5.6. Use. Augmentation of water rights used for irrigation, municipal, commercial, livestock, fire protection, recharge and replacement. 5.7. Proposed change. Add to the existing use, irrigation of 200 acres located in the NW1/4 SE1/4 of Section 36, Township 7 North, Range 53 West, Logan County, Colorado. 6. Decreed Name of Structure. Prewitt Inlet Canal. Morgan Prewitt Reservoir Company (11.0 shares). 6.1. Decrees. Prewitt Inlet Canal was decreed in Case No. 2142 on January 15, 1914, for 32,300 a.f. with an appropriation date of May 25, 1910 and in Case No. 16704 on October 18, 1965, for 34,960 a.f. with an appropriation date of December 31, 1929. The Prewitt Inlet Canal is located in Section 24, Township 5 North, Range 55 West of the 6th P.M., Morgan County, Colorado, and the Prewitt Reservoir is located in Section 2, Township 5 North, Range 54 West of the 6th P.M., Washington and Logan Counties, Colorado. 6.2. Ownership. Applicant's members own and have consented to change 11.0 shares of Morgan-Prewitt (Shares). Keystone Triple G Ranch owns 7.0 shares; Leola Lucille Gill owns 3.0 shares and Gary Ramey owns 1.0 share (Prewitt Owners). The ownership of Morgan-Prewitt Reservoir Company shares entitles the Prewitt Owners to delivery of water allocated to the Morgan Prewitt Reservoir Company in Prewitt Reservoir. The Prewitt Owners seek to change the use of the water which may be allocated to them by virtue of the ownership of their shares. 6.3. Historical Use. The water associated with Prewitt Reservoir is allocated to the owners of the Prewitt Reservoir water rights. The Prewitt Owners have historically used their aliquot share of the Prewitt Reservoir water rights for irrigation or leased the water to other water users for irrigation. 6.4. Proposed Change. Applicant seeks to change the use of the Shares to include augmentation, replacement, and recharge into the groundwater recharge ponds described in the Decree in Case No. 03CW195, wildlife and wildlife recovery, as well as the decreed irrigation use, with the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Applicant will demonstrate dominion and control over the water for reuse and successive use through proper measurement and accounting. Applicant also proposes

to release the shares from Prewitt Reservoir and leave the water in the river to provide augmentation rather than divert them at downstream ditches for irrigation. The water from Prewitt Reservoir will be released from Prewitt Reservoir and if not diverted for irrigation purposes, will be diverted at the headgates of the ditches or at the Recharge Wells and delivered to recharge ponds, or allowed to remain in the South Platte River to replace out-of-priority depletions. Applicant proposes to adopt the terms and conditions decreed in Case No. 03CW195 for the changed use of the Shares. 7. Names and Addresses of Owners of the Structures: Ramey Well and One share of Morgan Prewitt are owned by Gary Ramey, 11874 Rd 370 Sterling, CO 80751. Fritzler Well is owned by Douglas Fritzler, 18234 Rd 24 Sterling, CO 80751. Lingreen Well 59332-F is owned by Robert Lingreen, 17401 Rd14 Atwood, CO 80722. The Prewitt Inlet Canal is owned and managed by the Prewitt Operating Committee, c/o James Yahn, P.O. Box 103, Sterling, Colorado 80751. SIC Well B1 is owned by the Sterling Irrigation Company, c/o Kathie Seetch, P.O. Box 1825, Sterling, CO 80751. Seven shares of Morgan Prewitt are owned by Keystone Triple G Ranch LLP, c/o Hilde Gill Kaiser, 11213 W. Asbury Ave. Lakewood, CO 80227. Flying Dishpan Ranch Co., 8395 Green Island Cir. Lone Tree, CO 80124. Three shares of Morgan Prewitt are owned by Leola Lucille Gill, 8395 Green Island Cir. Lone Tree, CO 80124.

07CW301 STEVEN RAY AND DIANE M. SYPHER, 1767 S. PIERSON ST., LAKEWOOD, CO 80232. Telephone: 303-986-7394. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Unnamed. Date of Original Decree: August 24, 2001 in Case No. 96CW944 in Water Division 1. Legal description: NE1/4, SE1/4, S15, T9S, R74W of the 6th PM at a distance 2250 feet from North and 2812 feet from West. Street address: 683 Willow Way. Subdivision: Lost Park Ranch, Filing 2, Lot 249. Source: groundwater. Appropriation date: June 30, 1977. Amount: .033 cfs (15 gpm), Conditional. Use: Household only, in a single family dwelling not to include irrigation. The property has been recently acquired by new owners who intend to build a residence within the next five years. 07CW302 C&A Companies, Inc. 7991 Shaffer Parkway Suite 200 Littleton, CO 80127 c/o Wayne F. Forman, Esq. Holly S. Kirsner, Esq. Brownstein Hyatt Farber Schreck, P.C. 410 17th Street, Suite 2200 Denver, Colorado 80202 Telephone: (303) 223-1100 CONCERNING THE APPLICATION FOR WATER RIGHTS OF C&A COMPANIES, INC. IN DOUGLAS COUNTY . 1. Name, Address and Telephone Number of Applicant: C&A Companies, Inc. 7991 Shaffer Parkway Suite 200, Littleton, CO 80127 c/o Wayne F. Forman, Esq. Holly S. Kirsner, Esq. Brownstein Hyatt Farber Schreck, P.C. 410 17th Street, Suite 2200 Denver, Colorado 80202 Telephone: (303) 223-1100 REQUEST FOR APPROVAL OF PLAN FOR AUGMENTATION Structures to be Augmented: A Lower Dawson irrigation well will be completed into the not nontributary Lower Dawson aquifer (the "Subject Well") at a point located in Section 9, T. 8 S., R. 67 W., of the 6th P.M., approximately 1,900.3 feet from the South Section line and 2,145.8 feet from the East Section Line, as more particularly described in Exhibit A. The Subject Well's vicinity is generally depicted in Exhibit B. The Subject Well will irrigate approximately 32,670 square feet or 0.75 acres of land within an easement area which is approximately 54,101 square feet, or 1.24 acres, located in the SE1/4 of Section 9, T. 8 S., R. 67 W. of the 6th P.M., Douglas County, Colorado, as more particularly described in Exhibit C (the “Subject Property”). The Subject Well is located within the property described in Case No. 05CW271B. Source of Ground Water: Case No. 05CW271B, which amended the decree in Case No. 87CW081, eliminated 48.0 acre-feet/year of not nontributary Lower Dawson aquifer ground water in Sections 8 and 9, and 3.0 acre-feet/year of nontributary Lower Dawson aquifer ground water in Section 16, for a total of 51.0 acre-feet/year, underlying 428.859 acres all located in T. 8 S., R. 67 W. of the 6th P.M., Douglas County, Colorado, as more particularly described in the decree in Case No. 05CW271B. This ground water was subsequently conveyed to the Applicant. Of this amount, the Applicant has allocated 1.0 acre-foot/year of not nontributary Lower Dawson ground water for withdrawal through the Subject Well ("Lower Dawson Water"). Water Rights to be Used for Augmentation: Depletions from the withdrawal of the Lower Dawson Water shall be augmented by two sources: (1) return flows from the use of the Lower Dawson Water; and (2) ground water rights in the Laramie-Fox Hills aquifer as previously decreed in Case No. 87CW080 and amended in Case No. 05CW271A (the “Laramie-Fox Hills Rights”) in the amount of 1.0 acre-foot/year to augment post-pumping depletions. Statement of Augmentation Plan: Estimated Diversions: Applicant plans to use the Subject Well to supply irrigation to an entry feature on the Subject Property for a single-family residential development. Applicant anticipates that 28 weeks of

irrigation of approximately 32,670 square feet or 0.75 acres of land requires 325,000 gallons of water or approximately 1.0 acre-foot/year. Applicant requests the right to amend the forgoing estimates without amending this Application or republishing the same. Consumptive Use/Return Flows: When the Lower Dawson Water is applied to the Subject Property for irrigation use, 85% is estimated to be consumed, with 15% constituting return flows. Accordingly, of the 1 acre-foot/year of Lower Dawson Water to be used, 0.15 acre-feet is estimated to accrue as return flows. All return flows are dedicated to this augmentation plan. Replacement of Depletions During Pumping: During pumping of the Lower Dawson Water, Applicant will replace annual depletions to the affected stream pursuant to C.R.S. § 37-90-137(9). Using the state’s AUG3 model, depletions will occur to the Plum Creek basin. Return flows will accrue to the same basin. The state's AUG3 model indicates that the rate of depletion for all streams will reach it's maximum of 0.013 acre-feet/year at the 100th year of pumping. During pumping, the annual return flow from the Lower Dawson Water will be 0.15 acre-feet annually, which is well in excess of the maximum annual 0.013 acre-foot basin depletion during the 100 years of pumping. On a cumulative basis over the 100-year pumping period, the total return flows will equal approximately 15 acre-feet. Replacement of Post Pumping Depletions: After cessation of pumping, the maximum depletions for all streams reach 0.026 acre-feet per year at 400 years. Post-pumping depletions will be augmented by Applicant's reservation of 1.0 acre-foot of nontributary Laramie Fox-Hills aquifer ground water per year, which is dedicated to this augmentation plan. Other: Applicant will install measuring devices and will devise accounting forms to record all diversions, depletions, and replacements made pursuant to this plan for augmentation. Actual demands and depletions will be based upon data included in accounting forms prepared by the Applicant for the administration of this plan. No Injury: This plan for augmentation will not result in injury to any vested water right or decreed conditional water right. Owner of Overlying Land: The Subject Well is located on the Subject Property. According to the Douglas County, Colorado real property records, Castle Peak Investments, LLC, an affiliate of the Applicant, is the record owner of the property that encompasses the Subject Property. WHEREFORE, the Applicant respectfully requests the Court to enter a decree granting the Application and specifically determining that: The Applicant is entitled to approval of its plan for augmentation pursuant to C.R.S. § 37-90-137(9)(c)(I) and a determination that no vested or conditionally decreed water rights of others will be materially injured by such plan for augmentation, pursuant to C.R.S. § 37-92-305. The Applicant need not publish a new application or republish this Application to adjust the plan for augmentation based on actual uses of the subject rights in the future. 07CW303 South Adams County Water and Sanitation District (“South Adams”) 6595 East 70th Avenue, P. O. Box 597, Commerce City, Colorado 80037, (303) 288-2646 (c/o Richard J. Mehren, #32231, Patricia M. DeChristopher, #36951, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, Colorado 80306-1440, (303) 443-8782) APPLICATION FOR UNDERGROUND WATER RIGHT AND FOR ADDITION OF WELL TO PLAN FOR AUGMENTATION IN ADAMS COUNTY 2. Description of application: South Adams seeks: (a) to adjudicate an underground water right for SACWSD Well No. 130; and (b) to add SACWSD Well No. 130 to the plan for augmentation including exchange decreed by this Court in Case Nos. W-8440-76 and W-8517-77, as amended by Case Nos. W-8440-76A, W-8440-76C, W-8440-76D, 97CW353, 2000CW102 and pending in this Court in Case Nos. 01CW258 and 06CW285 (collectively referred to as the “SACWSD augmentation plan”). Copies of the SACWSD augmentation plan decrees are available at the office of the undersigned attorneys for South Adams; copies of the application and draft decree in Case No. 01CW258 and copies of the application in Case No. 06CW285 are also available at the office of the undersigned attorneys. APPLICATION FOR UNDERGROUND WATER RIGHT 3. Name of structure: SACWSD Well No. 130. A. Legal description: NE1/4 of the SW1/4, Section 21, Township 2 South, Range 67 West of the 6th P.M., Adams County, Colorado, at a point 2,005 feet north of the South section line and 1,370 feet east of the West section line of said Section 21. B. Source: Groundwater, tributary to the South Platte River. C. Date of initiation of appropriation: October 22, 2007, the date when South Adams entered into a Water Resources Agreement with L.G. Everist, Inc. agreeing to use SACWSD Well No. 130 to provide water service to L.G. Everist, Inc. D Amount: 2.22 cfs. E. Proposed uses: Municipal water supply for South Adams for domestic, commercial, industrial, fire protection, irrigation, recreation, fish and wildlife preservation and propagation, and all other beneficial municipal uses of South Adams. F. Name and address of owner of land on which the well is located: L.G. Everist, Inc., 7321 E. 88th Avenue, Suite 200, Henderson, Colorado 80640.

South Adams owns an easement for the SACWSD Well No. 130 wellsite. APPLICATION FOR PLAN FOR AUGMENTATION 4. Name of structure to be augmented: SACWSD Well No. 130. 5. Water rights to be used for augmentation: All those water rights that are or will be used by South Adams for augmentation and replacement purposes as listed in the SACWSD augmentation plan described above. 6. Statement of plan for augmentation: The decree in Case No. W-8440-76, as amended, specifically provides for the inclusion of additional wells in the decreed plan for augmentation including exchange. Decretal paragraph 11 provides: In addition to the continuing jurisdiction retained herein pursuant to decretal paragraph 10, supra, this Court shall also retain continuing jurisdiction herein which may be invoked by applicant . . . for the purpose of expanding the aforedescribed plan for augmentation by including therein additional alluvial wells . . . , with the terms and conditions of such expanded plan to be determined pursuant to such continuing jurisdiction. The Court has approved the expansion of South Adams’ augmentation plan to include additional augmentation sources, additional alluvial wells or both in Case Nos. W-8440-76A, W-8440-76C, W-8440-76D and 97CW353. In accordance with the Court’s order in Case No. W-8440-76D, South Adams has filed this proposed expansion to its plan for augmentation under a new application bearing a new and separate case number. South Adams’ augmentation supplies are sufficient to replace the depletions caused by the pumping of SACWSD Well No. 130 and no injury will result from the inclusion of said well in the SACWSD augmentation plan or from the pumping of said well so long as out-of-priority depletions attributable to such pumping are augmented pursuant to the SACWSD augmentation plan. Therefore, South Adams seeks a determination by the Court that SACWSD Well No. 130 is entitled to divert out-of-priority pursuant to the SACWSD augmentation plan. WHEREFORE, South Adams requests the Court to enter a decree approving the addition of SACWSD Well No. 130 to the SACWSD augmentation plan as described in this application and determining that such addition will not cause injury to the vested or decreed water rights of others. 07CW304 MARLEN D. STEWARD AND MARY LEE STEWARD, 450 Lake Drive, Lyons, CO 80540. Attorneys: Hill and Hill, LLC, Alden V. Hill, Reg. #2021, and Brett M. Hill, Reg. #28672, 160 West Mountain Avenue, P. O. Box 421, Fort Collins, CO 80522, Telephone: (970) 482-3683. APPLICATION FOR WATER STORAGE RIGHT AND WATER RIGHTS (SURFACE), IN LARIMER COUNTY. A. Application for Water Storage Right. Name of Reservoir: Steward Lake located in the SW1/4 of the NW1/4 of Section 36, Township 4 North, Range 71 West of the 6th P.M. Distance from section lines: 2172 feet from North and 1222 feet from West. Street address: 450 Lake Drive, Lyons, CO 80540. Subdivision: Amended Plat of Colard MRD No. S-118-91, 2000040090, Lot 2. Source: Spring Gulch and Steward Spring No. 1 and No. 2 and adjudicated Deed Canyon Spring. Date of appropriation: September 1970. How appropriation was initiated: Reservoir installed to help control erosion and for livestock and wildlife watering and other uses such as fish raising. Date water applied to beneficial use: September 1970. Amount claimed: 7.45 acre feet, absolute. Number of acres historically irrigated: 2 acre garden and lawn, trees and flowers. Total number of acres proposed to be irrigated: 15 acres for pasture and around reservoir to control erosion. Legal description of acreage: Approximately 15 acres on Lot 2, Amended Plat of Colard MRD No. S-118-91, 2000040090, excluding the reservoir and about 10 acres in the S.W. Van Horn Engineering Irrigation Area Plan dated June 27, 2007 was provided with the application as Exhibit A. Non-irrigation purpose: Stock watering, wildlife preservation, fish raising, fire protection, recreational use, including boating, swimming, fishing, and ice skating. Surface area of high water line: 2.2 acres, a maximum height of dam 9 feet; length of dam 300 feet. Total capacity of reservoir: 10.45 acre feet. Active capacity: 7.45 acre feet. Dead storage: 3.0 acre feet. Identify where dam is located and land within high water line: NE1/4 of Lot 2, Amended Plat of Colard MRD No. S-118-91, 2000040090, and as shown on Irrigation Area Plan of Van Horn Engineering dated June 27, 2007. Uses other than irrigation will be swimming, fishing, ice fishing, ice skating, boating, wildlife habitat for ducks and geese, water source for cattle and livestock, and water source for wildlife such as ducks, geese, deer and elk. The Lyons Fire Department and the Forest Service both have the owners= permission to use the water as needed for fire protection. The purpose of irrigating the pasture is also to grow a grass cover sufficient to prevent sediment from eroding into the lake, and to eliminate a dry grass and weed fire hazard on this property. B. Application for Water Rights (Surface). Name of Structure: (spring) Steward Spring No. 1, located in the SW1/4 of the SW1/4 of Section 36, Township 4 N, Range 71 West of the 6th P.M. Distance from section lines: 2288 feet from South and 509 feet from East. Street address: 450 Lake Drive, Lyons, CO 80540. Subdivision:

Amended Plat of Colard MRD No. S-118-91, 2000040090, Lot 2. Source: Ground source spring, tributary to the South St. Vrain and the South Platte. Date of initiation of Appropriation: 1970. How appropriation was initiated: Use for livestock watering. Date water applied to beneficial use: 1970. Amount claimed: .0430 cfs, absolute. Use or proposed use: Replenish water in Steward lake used for irrigation and other purposes noted in reservoir usages. Number of acres historically irrigated: 2 acre garden, lawn, flowers and trees; proposed to be irrigated: 15 acres of grass pasture. Legal description of acreage: Lot 2 of Amended Plat of Colard MRD No. S-118-91, 2000040090, except about 2 acres in reservoir and 10 acres on southeast side of property, as shown in the Van Horn Engineering Irrigation Area Plan dated June 27, 2007. Non-irrigation use: Livestock and wildlife watering, and supplies water to Steward Reservoir. This spring has been improved by the Stewards, and there is a regular flow to reservoir to use there. C. Application for Water Rights (Surface). Name of structure: (spring) Steward Spring No. 2, located in the SW1/4 of the SW1/4 of Section 36, Township 4 North, Range 71 West of the 6th P.M. Distance from section lines: 2328 feet from South and 597 feet from East. Street Address: 450 Lake Drive, Lyons, CO 80540. Subdivision: Amended Plat of Colard MRD No. S-118-91, 2000040090, Lot 2. Source: Ground source spring, tributary to the South St. Vrain and the South Platte. Date of Initiation of Appropriation: 1970. How appropriation was initiated: spring excavated and flow improved. Date water applied to beneficial use: 1970. Amount claimed: .0310 cfs, absolute. Use or proposed use: Replenish water in lake used for irrigation and other purposes noted in reservoir usages. Number of acres historically irrigated: 2 acre garden, lawn, flowers and trees; proposed to be irrigated 15 acres of grass pasture around reservoir. Legal description of acreage: Lot 2 Amended Plat of Colard MRD No. S-118-91, 2000040090, except about 2 acres in reservoir and 10 acres on southeast side of property, as shown in the Van Horn Engineering Irrigation Area Plan dated June 27, 2007. Non-irrigation use: Livestock and wildlife watering, and supplies water to Steward Reservoir. This spring was improved and its output, and there is regular flow to use there.

07CW305, CITY OF LOVELAND, 500 East Third Street, Loveland, Colorado 80537, c/o Brian M. Nazarenus, James M. Noble, RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, CO 80202, (303) 863-7500. Application for Ground Water Right and Approval of Plan for Augmentation in LARIMER COUNTY. 2. Claim for Ground Water Right. A. Name of Well and Well Permit: i. Name of Well: Morey Pond ii. Well Permit No. 65260-F was issued on January 10, 2007. B. Legal Description of Well: Morey Pond: That existing pond known as “Morey Pond,” (formerly the “Kaiser Pit”) encompassing approximately 10.5 acres, in the Northwest 1/4 of the Northwest 1/4 of Section 17, Township 5 North, Range 69 West of the 6th p.m., Larimer County, Colorado. A map of the Morey Pond is attached to this Application as Exhibit “A”. C. Source: Underground water tributary to the Big Thompson River. D. Date of Appropriation: October 18, 1994. E. How Appropriation was Initiated: Sand and gravel mining. It is not known exactly when the Morey Pond was constructed. A well permit was applied for on October 18, 1994. This application was denied due to the lack of a substitute water supply plan at that time. The denial was reversed with the issuance of Well Permit No. 65260-F on January 10, 2007. F. Date Water Applied to Beneficial Use: October 18, 1994. G. Amount Claimed: 24.1 acre-feet per year, absolute, based on the gross free water surface evaporation from the pond less credit obtained for historic natural depletion caused by preexisting vegetative cover, pursuant to C.R.S. § 37-92-305(12)(a). H. Uses: Evaporation due to past sand and gravel mining, parks and recreational, wildlife, piscatorial, aesthetic, and other uses. Water may be fully consumed by evaporation for these purposes. I. Name and Address of Owner of Land on which the Structures are Located: The Morey Pond is located on land owned by the City of Loveland Parks and Recreation Department. 3. Claim for Plan for Augmentation A. Structure to be Augmented: The Morey Pond water right that is described in Paragraph 2 of this Application will be augmented pursuant to this plan for augmentation. B. Sources of Substitute Supply. Applicant proposes that the following water rights will be used to augment otherwise out-of-priority depletions attributable to the junior water rights described in Paragraph 2 of this Application. i. Windy Gap Project water, which the City of Loveland currently holds or hereafter acquires an interest, and effluent and adjudicated ground water return flows attributable to such water. ii. Other fully consumable water held in the City of Loveland’s Green Ridge Glade Reservoir. iii. Discharge of fully consumable effluent. iv. Colorado-Big Thompson Project (“C-BT”) water. The City of Loveland shall not use Colorado-Big Thompson Project water as a replacement water supply within the Plan for Augmentation herein, unless, prior to such use, the City of Loveland notifies and obtains written approval from the Northern Colorado Water Conservancy District specifically allowing such use. v.

Water rights held by the City of Loveland under the decree in Case No. 82CW202A, and all amendatory decrees thereto, and effluent and adjudicated ground water return flows attributable to such water rights. vi. The fully consumable portion of water rights that are the subject of the City of Loveland’s applications in Case Nos. 02CW392, 02CW393, and 02CW394, and fully consumable effluent and adjudicated ground water return flows attributable to such water rights. C. Description of Plan for Augmentation: i. By this Application, the City of Loveland Parks and Recreation Department seeks to include the water rights described above in Paragraph 3(B) as replacement sources that may be released to the Big Thompson River to augment out-of-priority depletions due to net evaporation caused by the exposure of ground water at the Morey Pond. ii. Net evaporation from the Morey Pond was calculated as the gross free water surface evaporation less the effective precipitation using the procedures set forth in the Colorado Division of Water Resources “General Guidelines for Substitute Water Supply Plans for Sand and Gravel Pits Submitted to the State Engineer Pursuant to SB 89-120 & SB 93-260.” The gross free water surface evaporation was calculated based on NOAA Technical Report NWS 33, and distributed monthly using the State Engineer’s monthly evaporation distribution for elevations below 6,500 feet. Monthly effective precipitation was computed based on 70% of the monthly average precipitation data recorded at the Northern Colorado Water Conservancy District weather station located in Loveland, Colorado. iii. Stream depletions to the Big Thompson River were calculated to include lagging based on the distance of the Morey Pond from the river, using a Glover analysis. D. Proposed Terms and Conditions Governing Plan for Augmentation: i. Depletions from Morey Pond. Monthly net depletions to the Big Thompson River from the Morey Pond will be replaced when out of priority through delivery of an equal amount on a monthly basis from one or more of the sources of substitute supply described in paragraph 3(B) above, which amounts have been calculated as follows: Month Depletion Amount (AF) Month Depletion Amount (AF) January 0.7 July 4.0 February 0.9 August 3.8 March 0.9 September 2.6 April 1.6 October 2.1 May 2.4 November 1.0 June 3.3 December 0.8 Total 24.1

ii. Pursuant to C.R.S. § 37-92-305(8), the State Engineer shall curtail all out-of-priority diversions, the depletions from which are not so replaced to prevent injury to vested water rights. WHEREFORE, the City of Loveland Parks and Recreation Department requests the Court enter a decree: (1) establishing the underground water rights sought by this application; (2) approving the water rights listed in Paragraph 3(B) herein as sources of replacement water under the City of Loveland Parks and Recreation Department’s plan for augmentation sought by this application. 07CW306, Class One Enterprises, LLC, P. O. Box 435, Masonville, CO 80541, 970-214-5259; (P. Andrew Jones, Lind, Lawrence & Ottenhoff, LLP, 355 Eastman Park Drive, Suite 200, Windsor, CO 80550; 970-674-9888). Application for Conditional Water Right and Conditional Water Storage Right in LARIMER COUNTY.. 2. Name of Structure: Stowers Meadow Right. A. Location of Point of Diversion: In the Northeast Quarter of the Northeast Quarter of Section Five, Township Six North, Range Seventy West of the Sixth P.M., immediately downstream of the point at which North County Road 27 crosses Buckhorn Creek. B. Source: Buckhorn Creek. C. Date of Appropriation: December 21, 2007. D. How appropriation was initiated: Field inspection, formation of intent and filing of application. E. Amount claimed: 5 c.f.s., conditional. F. Use: Irrigation of 48 acres in the Northeast Quarter of Section Five, Township Six North, Range Seventy West of the Sixth P.M. and the Southeast Quarter of Section 21, Township 7 North, Range 70 West of the 6th P.M., livestock watering, piscatorial, wildlife development, dust suppression, through direct application or storage in Stowers Pond. G. Name and address of land where structures will be located: Jon and Connie Stowers, 13560 Buckhorn Road, Loveland, CO 80538. 3. Name of Reservoir: Stowers Pond. A. Location of Reservoir: In the Northeast Quarter of the Northeast Quarter of Section Five, Township Six North, Range Seventy West of the

Sixth P.M. B. Structure used to fill reservoir: Stowers Meadow Right ditch/pipeline. C. Source: Buckhorn Creek. D. Date of Appropriation: December 21, 2007. E. How appropriation was initiated: Field inspection, formation of intent and filing of application. F. Amount claimed: 10 acre feet, conditional, with right to refill as in priority. Rate of Diversion: 5 c.f.s. G. Uses: Irrigation of 48 acres in the Northeast Quarter of Section Five, Township Six North, Range Seventy West of the Sixth P.M. and the Southeast Quarter of Section 21, Township 7 North, Range 70 West of the 6th P.M., livestock watering, piscatorial, wildlife development, recreation, dust suppression. H. Surface area of high water line: 1 acre. a. Maximum height of dam in feet: Less than Ten Feet. b. Length of dam in feet: To be determined. I. Total capacity of reservoir in acre feet: 10 acre feet. a. Active Capacity: 10 acre feet . J. Name and address of land where structures will be located: Jon and Connie Stowers, 13560 Buckhorn Road, Loveland, CO 80538. 07CW307 HOLTON FAMILY, LLC, a Colorado limited liability company (“Holton”) Attn: Thomas M. Holton, Manager, 12032 Hwy. 52, Fort Lupton, CO 80621, through Timothy J. Flanagan, Fowler, Schimberg & Flanagan, P.C., 1640 Grant Street, Denver, CO 80203, (303) 298-8603 and READY MIXED CONCRETE COMPANY (“RMCC”) Attn: Ron Henley, President, 4395 Washington St., Denver, CO 80216, Telephone: (303) 383-6400, through David A. Bailey, Carver Schwarz McNab & Bailey, LLC, 1600 Stout Street, Suite 1700, Denver, CO 80202, (303) 893-1815 . APPLICATION FOR CONDITIONAL WATER STORAGE RIGHTS AND FOR DIRECT FLOW SURFACE RIGHTS IN WELD COUNTY. 1. NAME OF RESERVOIR: Holton Lakes Complex. The Holton Lakes Complex will consist of at least five separate storage cells surrounded by an impermeable earth-filled structure keyed into the bedrock of a reclaimed sand and gravel pit. 2. LOCATION: A. Legal Description: The Holton Lakes Complex consists of approximately 476 acres, more or less and will be located on both sides of the South Platte River South of Colorado Highway 52 and generally located within portions of the following lands: 1. W1/2 of the NW1/4 of Section 7, T1N, R66W, 6th P.M., Weld County, Colorado; and 2. NW1/4 of the SW1/4 of Section 6, T1N, R66W, 6th P.M., Weld County, Colorado; and 3. Part of the E1/2 of the NW1/4 and the W1/2 of the W1/2 of the NE1/4 of Section 7, T1N, R66W and the S1/2 of the SE1/4 of the SW1/4 of Section 6, T1N, R66W, 6th P.M., Weld County, Colorado; and E1/2 of the SE1/4 of Section 1, T1N, R67W, 6th P.M., and 4. NE1/4 of Section 12, T1N, R67W, 6th P.M., all in Weld County, Colorado, but more particularly described as on the attached Exhibit A Legal Description. B. Points of Diversion: 1. Holton Lake Pipeline No. 1: Headgate #1 is located on the West bank of the South Platte River at a point in the SW1/4 of the SW1/4 of Section 6, T1N, R66W, approximately 250 feet north of the south section line of the SW 1/4 of Section 6 and 600 feet east of the west section line of the SW1/4 of Section 6. 2. Holton Lake Pipeline No. 2: Headgate #2 is located on the East bank of the South Platte River at a point in the NW1/4 of the NW1/4 of Section 7, T1N, R66W, approximately 520 feet south of the north section line of the NW1/4 of Section 7 and 1100 feet east of the west section line of the NW1/4 of Section 7. 3. Holton Lake Pipeline No. 3: Headgate #3 is located on the West bank of the South Platte River at a point in the NW1/4 of the NW1/4 of Section 7, T1N, R66W approximately 1060 feet south of the north section line of the NW1/4 of Section 7 and 860 feet east of the west line of the NW1/4 of Section 7. 4. Holton Lake Pipeline No. 4: Headgate #4 is located on the North bank of Big Dry Creek at a point in the NE1/4 of the NE1/4 of Section 12, T1N, R67W of the 6th P.M., Weld County. The point of diversion is approximately 1450 feet north of the south section line of the NE1/4 of Section 12 and 900 feet west of the east section line of the NE1/4 of Section 12. 3. SOURCES FOR RESERVOIRS: The main stem of the South Platte River, Big Dry Creek, the Fulton Ditch, the Brighton Ditch and the Lupton Bottom Ditch and water tributary to the South Platte River will be used directly and/or retained in the Holton Lakes Complex when water rights decreed herein are in priority or by exchange for releases from the reservoir or from other direct flow sources. 4. PRIORITY: A. Date of Appropriation: February 28, 2007. B. How Appropriation was Initiated: By Applicants, in conjunction with the filing by Applicant Ready Mix Concrete Company’s filing of a State Section 112 Mine Permit Application (M-2007-008), dated February 28, 2007; and a Weld County special use permit (Permit No. USR-1608), dated March 5, 2007. C. Date Water Applied to Beneficial Use: Not applicable. 5. AMOUNTS CLAIMED: A. Holton Lake No. 1: 2,000 acre feet of water storage on a conditional basis with right of fill and refill. B. Holton Lake No. 2: 2,590 acre feet of water storage on a conditional basis with a right of fill and refill. C. Holton Lake No. 3: 1,970 acre feet of water storage on a conditional basis with right of fill and refill. D. Holton Lake No. 4: 900 acre feet of water storage on a

conditional basis with right of fill and refill. E. Holton Lake No. 5: 375 acre feet of water storage on a conditional basis with right of fill and refill. F. Holton Lake Pipeline No. 1: From the South Platte River at a rate of 50 cfs of water on a conditional basis for direct flow and filling for water storage. G. Holton Lake Pipeline No. 2: From the South Platte River at a rate of 50 cfs of water on a conditional basis for direct flow and filling for water storage. H. Holton Lake Pipeline No. 3: From South Platte River at a rate of 50 cfs of water on a conditional basis for direct flow and filling rate for water storage. I. Holton Lake Pipeline No. 4: From Big Dry Creek at a rate of 50 cfs of water on a conditional basis for direct flow and filling rate for water storage. 6. PROPOSED USE: The water diverted under the water rights sought herein will be used directly or by exchange for irrigation, agricultural, commercial, municipal and all industrial uses including but not limited to mining, processing, manufacturing, industrial, irrigation, recreation, piscatorial, lake and reservoir evaporation, augmentation and replacements including exchanges with other water users. The Applicants seek the right to fully consume such water diverted under these water rights by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition to the point of extinction. 7. SIZE OF RESERVOIR: A. Holton Lake No. 1: Surface Area: 73.7 acres. Maximum Depth: 30 feet. B. Holton Lake No. 2: Surface Area: 86. Maximum Depth: 30 feet. C. Holton Lake No. 3: Surface Area: 65.5 acres. Maximum Depth: 30 feet. D. Holton Lake No. 4: Surface Area: 30 acres. Maximum Depth: 30 feet. E. Holton Lake No. 5: Surface Area: 15 acres. Maximum Depth: 30 feet. 8. TOTAL CAPACITY OF RESERVOIR: A. Holton Lake No. 1: Active Capacity: 2,000 acre feet. Dead storage: -0- acre-feet. B. Holton Lake No. 2: Active Capacity: 2,590 acre feet. Dead storage: -0- acre-feet. C. Holton Lake No. 3: Active Capacity: 1,970 acre feet. Dead storage: -0- acre-feet. D. Holton Lake No. 4: Active Capacity: 900 acre feet. Dead storage: -0- acre-feet. E. Holton Lake No. 5: Active Capacity: 375 acre feet. Dead storage: -0- acre-feet. 9. NAME AND ADDRESS OF OWNER OF LAND ON WHICH STRUCTURES FOR THE WATER RIGHTS ARE LOCATED: A. Applicant Holton owns the property on which the Holton Lake No. 1 is located. Applicants Holton and RMCC own the property on which Holton Lakes Nos. 2 and 3 are located. Applicant RMCC owns the property on which Holton Lakes Nos. 4 and 5 are located. Applicants own the property on which the headgates of the Holton Lake Pipelines Nos. 1-4 will be located. B. The Fulton Irrigation and Ditch Company. C. The Brighton Ditch Company. D. The Lupton Bottom Ditch Company. 10. REMARKS: A. A location map of the Holton Lakes Complex, including the location of the Holton Lake Pipeline Nos. 1-4 headgates, is attached to the application as Exhibit A. B. Portions of the property on which the Holton Lakes Complex will be mined in accordance with a Section 112 Mining Permit granted by the Colorado Division of Minerals and Geology (Permit No. M-2007-008) and a Weld County Special Use Permit (Permit No. USR-1608). Permits for the mining of the remainder of the property will be filed in the near future. C. Applicants acknowledge and agree that use of the Fulton Ditch, the Brighton Ditch or the Lupton Bottom Ditch will require a carriage agreement with the respective ditch company. D. As part of the reclamation requirements of the aforementioned mining permits, the Holton Lakes Complex is being constructed within one or more water storage cells surrounded by impermeable earth-filled structures keyed into the bedrock of the reclaimed sand and gravel pits. These cells are designed to meet the State Engineers Guidelines for Lining Gravel Pits (August, 1999). E. Applicant Holton owns 22 shares of stock in the Fulton Irrigating Ditch Company and has a right to its pro-rata share of water from these ditch rights above and beyond any rights claimed in this Application. Holton also owns 0.125 share of the Brighton Ditch Company and has a right to its pro-rata share of water from these ditch rights above and beyond any rights claimed in this Application (but subject to RMCC’s right to use the same for mining of the Holton property). 07CW308 AR SANDSTONE, L.L.C. (“Sandstone”) 4333 East Camelback Road, Suite H100, Phoenix, AZ 85018 c/o Charles B. White, Esq., Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, CO 80202, Telephone: (303) 825-1980. APPLICATION FOR WATER STORAGE RIGHTS. IN DOUGLAS COUNTY, COLORADO. Name of structures: A. Sandstone Reservoir (a/k/a Aswam Reservoir). B. Sandstone Reservoir (a/k/a Aswam Reservoir), First Enlargement. C. Lower Sandstone Reservoir. D. Sandstone Ranch Ponds 1 and 2. Legal description:

Structure (approximate point Township Range Section 1/4 1/4 Feet from section lines

of center of dam) 6th P.M. North/South

East/West

Sandstone Reservoir and Sandstone Reservoir, First Enlargement

9 S 68 W 36 SW NE 2200 N 2450 E

Lower Sandstone Reservoir 9S 68 W 36 SE NW 3430 S 2050 W

Sandstone Ranch Pond 1 10 S 68 W 1 SW NE 1800 N 2420 E

Sandstone Ranch Pond 2 10 S 68 W 1 SW NE 1830 N 2100 E B. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Each of the structures is located within a natural stream channel. However, Sandstone Reservoir (including enlargement) and Lower Sandstone Reservoir may also be filled in part by diversions through the Ahlmaaz Gove Ditch, the headgate location of which is in the SE1/4 NE1/4, Section 2, T10S, R68W, 6th P.M., Douglas County, Colorado, at a point approximately 1640 feet from the north section line and 590 from east section line, and water intercepted by the Ditch between its headgate and the Reservoirs. 4. Source: Gove Creek, a tributary of West Plum Creek, unnamed tributaries to Gove Creek, and water within the drainage basins above the Reservoirs. A. Date of initiation of appropriation: June 30, 1989 as to 24 acre-feet stored in Sandstone Reservoir, for irrigation, livestock and wildlife watering, piscatorial and recreational uses; December 26, 2007, as to all remaining uses and amounts. B. How appropriation was initiated: By concurrence of intent to appropriate and overt acts in furtherance of such intent, including, for example, the repair and rehabilitation of the Sandstone Reservoir in 1989 and beneficial use of water stored therein, and the filing of this application. C. Date water applied to beneficial use: June 30, 1989, as to 24 acre-feet stored in Sandstone Reservoir, for irrigation, livestock and wildlife watering, piscatorial and recreational uses. A. Amount claimed:

Name of structure Amount (acre-feet) Conditional or absolute

Sandstone Reservoir 24 Absolute (for irrigation livestock and wildlife watering, piscatorial and recreational uses)

Sandstone Reservoir, First Enlargement

90 Conditional

Lower Sandstone Reservoir

60 Conditional

Sandstone Ranch Pond 1

6 Conditional

Sandstone Ranch Pond 2

1.1 Conditional

With the right to fill and refill continuously to maintain each structure at its maximum water level. B. If off-channel reservoir, rate of diversion in c.f.s. for filling the reservoir: The reservoirs are on-channel, but, to the extent Sandstone Reservoir and/or Lower Sandstone Reservoir is filled via the Ahlmaaz Gove Ditch, described above, the rate of diversion is 5 c.f.s. Use: Livestock and wildlife watering; irrigation; augmentation, replacement, and exchange; piscatorial; and recreational; with the right of reuse, successive use, and disposition to extinction. Physical Characteristics: The following information is estimated, based on the current plans for the development of Applicant’s Sandstone Ranch property, and may be subject to change based on the final land use planning for the property:

Structure: Surface area of high water line: (acres)

Maximum height of dam in feet

Length of dam in feet

Total capacity of reservoir in acre feet

Active capacity in acre feet

Dead storage in acre feet

Sandstone Reservoir 4 10 560 24 24 0

Sandstone Reservoir, First Enlargement

8 10 330 90 80 10

Lower Sandstone Reservoir 5 10 780 60 50 10

Sandstone Ranch Pond 1 0.64 12 150 6 6 0

Sandstone Ranch Pond 2 0.13 10 140 1.1 1.1 0 Remarks: The structures identified herein may also be filled by nontributary and/or not nontributary wells constructed by Applicant pursuant to permits and/or decrees obtained by Applicant for such nontributary and/or not nontributary ground water underlying Applicant’s Sandstone Ranch property. Owner of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. WHEREFORE, Applicant respectfully requests that the Court enter a decree granting this application, awarding the water rights claimed herein, and granting to the Applicant such other relief as the Court deems just and proper. (Application is 6 pages). 07CW309 AR SANDSTONE, L.L.C. (“Sandstone”) 4333 East Camelback Road, Suite H100, Phoenix, AZ 85018 c/o Charles B. White, Esq., Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, CO 80202, Telephone: (303) 825-1980. APPLICATION FOR UNDERGROUND WATER RIGHTS. IN DOUGLAS COUNTY, COLORADO. Well permits: Applicant has been issued Permit No. 65318-F for an Arapahoe Aquifer well, located in the NW1/4 NE1/4 of Section 6, Township 10 South, Range 67 West, 6th P.M., Douglas County, Colorado, at a point approximately 100 feet from the North line and 2300 feet from the East line of said Section 6. Applicant has not yet applied for any additional permits to drill other wells that are the subject of this application. Additional well permits will be applied for prior to construction of the wells. Applicant requests that the Court direct the State Engineer to issue well permits for any such wells in accordance with the decree to be entered herein. Applicant further requests a determination that failure to construct any of its wells within the period of time specified in a well permit shall not be deemed to affect or extinguish the underlying water rights as decreed by this Court. Applicant seeks the right to locate the future wells at any suitable location within the Subject Property, as more fully described in Paragraph 3 below. Legal description of Subject Property and wells: Applicant seeks a determination of its right to perfect its ownership, and to appropriate and withdraw all of the available nontributary and not nontributary groundwater underlying approximately 2020 acres located in Sections 25, 26, 35, and 36 all in Township 9 South, Range 68 West, 6th P.M.; Sections 1 and 2 in Township 10 South, Range 68 West, 6th P.M.; Section 31 in Township 9 South, Range 67 West, 6th P.M.; and Section 6 in Township 10 South, Range 67 West, 6th P.M., Douglas County, Colorado (the “Subject Property”), which area is more fully described on the attached Exhibit A and is generally depicted on the attached Exhibit B. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property, subject to the provisions of § 37-92-137(4), C.R.S. Pursuant to the terms of an Inclusion Agreement, dated March 10, 2007, portions of the available nontributary and not nontributary groundwater underlying the Subject Property and adjudicated pursuant to this application may subsequently be conveyed to the Perry Park Water and Sanitation District. Source: The groundwater to be withdrawn by Applicant from the Denver, Arapahoe, and Laramie-Fox Hills aquifers is nontributary groundwater as defined in § 37-90-103(10.5), C.R.S. The groundwater to be withdrawn by Applicant from the Dawson aquifer is not nontributary groundwater as defined

in § 37-90-103 (10.7), C.R.S. Wells will be completed to the bottom of each of the aquifers, which depths Applicant estimates to be as follows:

Aquifer Depth Below Surface (feet) Dawson 344 Denver 950 Arapahoe 1380 Laramie-Fox Hills 2200

Actual depths will be determined after completion of wells fully penetrating the subject aquifers. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicant estimates that the following annual amounts are representative of the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property:

Aquifer Saturated Thickness (feet)

Specific Yield Estimated Annual Withdrawal (AF)

Dawson (NNT) 158 0.20 94.8 Denver (NT) 385 0.17 196.4 Arapahoe (NT) 303 0.17 154.5 Laramie-Fox Hills (NT) 190 0.15 85.5

The average annual amounts available for withdrawal from the subject aquifers will depend on the hydrogeology and the legal entitlement of the Applicant and represents a claim to all not nontributary and nontributary groundwater underlying the Subject Property; additional geologic mapping of the Subject Property is presently being conducted by the Colorado Geological Survey, and the results of such work may support a determination of average annual amounts available for withdrawal from the subject aquifers greater than estimated above, or previously determined in Permit No. 65318-F. Applicant claims the right to withdraw said amounts at whatever rate is required in order to do so and as and when the water is needed during the course of any year. Any not nontributary Dawson water claimed herein shall be withdrawn and used subject to a decreed augmentation plan or substitute supply plan approval. Well field: Applicant requests that the Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property through the wells requested herein and any additional wells which may be completed in any one aquifer in the future as Applicant’s well field. Applicant will file applications with the State Engineer pursuant to § 37-90-137(10), C.R.S., prior to construction of any of the wells. 7. Proposed use: The water will be used, reused, and successively used, leased, sold or otherwise disposed of for all beneficial uses, including, without limitation, municipal, domestic, industrial, commercial, irrigation, stock watering, augmentation, exchange, replacement of evaporative losses, recreation, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of other water sources, and for augmentation purposes. Jurisdiction: The Court has jurisdiction over the subject matter of this application pursuant to §§ 37-92-302(2) and 37-90-137(6), C.R.S. Remarks: A. Applicant further requests the right to withdraw more than the annual average amounts estimated in Paragraph 5 above pursuant to Rule 8A of the Statewide Nontributary Groundwater Rules (2 C.C.R. 402-7). B. Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers based on estimates of relative values for specific yield and saturated thickness, Applicant reserves the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. C. Applicant may need to construct additional wells, including supplemental, replacement, or alternate point of diversion wells, to recover the maximum amount of water available from each aquifer. Applicant requests the right to construct such additional wells as necessary in order to achieve and maintain production of the amounts of water to which it is entitled. Name(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 pool: The Subject Property is owned by the Applicant. WHEREFORE, Applicant respectfully requests that the Court enter a decree: A. Granting this application and awarding the water rights claimed herein as final water rights,

except as to those issues for which jurisdiction of the Court will be specifically retained. B. Specifically determining that: i. Applicants have complied with § 37-90-137(4), C.R.S., and water is legally available for withdrawal by the wells proposed herein, but that jurisdiction will be retained with respect to the average annual amounts of withdrawal specified herein to provide for the adjustment of such amounts to conform to actual local aquifer characteristics from adequate information obtained from wells or test holes drilled on or near the Subject Property, pursuant to § 37-92-305(11), C.R.S., and Denver Basin Rule 9.A; ii. The ground water in the Dawson aquifer is not nontributary, and the groundwater in the Denver, Arapahoe, and Laramie-Fox Hills aquifers is nontributary; ii. Vested or conditionally decreed rights of others will not be materially injured by the withdrawals of the groundwater proposed herein; and iv. No findings of diligence are required to maintain these water rights. C. Granting to the Applicant such other relief as the Court deems just and proper. (Application is 13 pages, including exhibits) 07CW310 DISTRICT COURT, WATER DIVISION 1, COLORADO, CONCERNING THE APPLICATION FOR WATER RIGHTS OF THE CITY OF LOUISVILLE IN BOULDER, JEFFERSON, WELD AND ADAMS COUNTIES. 1. Name, address, and telephone number of applicant: City of Louisville, 749 Main Street, Louisville, Colorado 80027, (303) 666-6565, Attorney: Alan G. Hill, Tienken & Hill, LLP, 801 Main Street, , Ste. 120, P.O. Box 550, Louisville, Colorado 80027, 303-673-9373. 2. Decreed names of structures for which change is sought: A. Farmers Reservoir and Irrigation Company Marshall Lake Division structures: 1. Community Ditch, 2. Community Ditch and Marshall Lake Reservoir, 3. Community Ditch and West Lake, 4. Community Ditch and Section 19 Reservoir, 5. Community Ditch and McKay Lake, 6. Church Ditch (a.k.a. Golden City Ralston Creek Ditch); B. South Boulder and Coal Creek Ditch Company structures: 1. South Boulder and Coal Creek Ditch, 2. South Boulder and Coal Creek Ditch and 3. Marshall Lake Reservoir. 3. Farmers Reservoir and Irrigation Company Marshall Lake Division structures, from previous decrees: A. Community Ditch, December 19, 1900 adjudication: a. Boulder County District Court, CA3944, b. Decreed point of diversion: on the south bank of South Boulder Creek in the NE 1/4 of the SE 1/4 of Section 25, Township 1 South, Range 71 West, 6th P.M., Boulder County, Colorado, c. Source: South Boulder Creek, d. Appropriation Date: June 6, 1885, e. Amount: 83.3 cfs, f. f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. 2. June 21, 1926 adjudication (Community Ditch Second Enlargement): a. Boulder County District Court, CA6672, b. Decreed points of diversion: 1) South Boulder Creek: see ¶ 3.A.l.b. above, 2) Coal Creek: in the NW 1/4 of the NE 1/4 of Section 26, Township 1 South, Range 70 West, 6th P.M., Boulder County, Colorado 3) Rock Creek: in the SE 1/4 of the SW 1/4 of Section 30, Township 1 South, Range 69 West, 6th P.M., Boulder County, Colorado, 4) Dowdy Hollow or Draw: in the SW 1/4 of the SW 1/4 of Section 29, own ship 1 South, Range 70 West, 6th P.M., Boulder County, Colorado, c. Sources: South Boulder Creek, Coal Creek, Rock Creek, Dowdy Hollow or Draw, d. Appropriation date: August 26, 1903, e. Amounts: 1) South Boulder Creek: 319.1 cfs, 2) Coal Creek and Rock Creek: 319.1 cfs; 8000 af, 3) Dowdy Hollow or Draw: 227 cfs; e. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. B. Community Ditch and Marshall Lake Reservoir. Marshall Lake Reservoir is located in Sections 22 and 27, Township 1 South, Range 70 West, 6th P.M., Boulder County, Colorado. 1. December 19, 1900 adjudication: a. Boulder County District Court, CA3944; b. Decreed points of diversion: The Community Ditch headgate on South Boulder Creek, see 3.A.l.b. above; c. Source: South Boulder Creek; d. Appropriation Date: June 6, 1885; e. Amount: 83.3 cfs; 1349.14 af; f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. 2. April 10, 1905 adjudication: a. Boulder County District Court, CA4735; b. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see 3.A.l.b. above; c. Source: South Boulder Creek; d. Appropriation date: March 13, 1901; e. Amount: 45.6 cfs; 1349.14 af; f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are

attached as Exhibits A and B. 3. June 21, 1926 adjudication (Marshall Lake Reservoir First Enlargement): a. Boulder County District Court, CA6672; b. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3.A.l.b. above; c. Source: South Boulder Creek; d. Appropriation date: March 4, 1902; e. Amount: 448.0 cfs; 7901.74 af; f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. 4. June 21, 1926 adjudication (Marshall Lake Reservoir Second Enlargement): a. Boulder County District Court, CA 6672; b. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3 .A. 1.b. above; c. Source: South Boulder Creek; d. Appropriation date: September 20, 1921; e. Amount: 1545.01 af; f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other Ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. 5. January 9, 1935 adjudication (Marshall Lake Reservoir Dowdy Hollow or Draw claim): a. Boulder County District Court, CA 6672 Supplemental; b. Decreed point of diversion: the intersection of the Community Ditch with Dowdy Hollow or Draw, see ¶ 3.A.2.b.4. above; c. Source: Dowdy Hollow or Draw; d. Appropriation date: March 4, 1902; e. Amount: 448 cfs; 9,400 acre feet; f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. 6. September 28, 1953 adjudication (Marshall Lake Reservoir Refill Right): a. Boulder County District Court, CA 12111; b.Decreed points of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3.A.l.b. above; the intersection of the Community Ditch with Dowdy Hollow or Draw, see ¶ 3.A.2.b.4 above; c. Sources: South Boulder Creek and Dowdy Hollow or Draw; d. Appropriation date: December 31, 1929; e. Amount: 448 cfs; 9053.14 acre feet; f. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. C. Community Ditch and West Lake (transferred to Marshall Lake Reservoir in Case No. W-8287-76); 1. Date entered: December 12, 1900; 2. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3.A.l.b. above; 3. Source: South Boulder Creek; 4. Appropriation date: June 6, 1885; 5.Mount: 83.3 cfs; 699.08 acre feet; 6. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. D. Community Ditch and Section 19 Reservoir (transferred to Marshall Lake Reservoir in Case No. 88CW330): 1. Date entered: December 19, 1900; 2. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3.A.l.b. above; 3. Source: South Boulder Creek; 4. Appropriation date: May 1, 1888; 5. Amount: 10.00 cfs; 40.00 acre feet; 6. Historic use: irrigation of lands below Marshall Lake Reservoir and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. E. Community Ditch and McKay Lake: McKay Lake Reservoir is located in Sections 20 and 21, Township 1 South, Range 68 West, 6th P.M., Boulder County, Colorado: 1. Date entered: April 10, 1905, CA 4735, Boulder County District Court; 2. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3.a.l.b above; 3. Source: South Boulder Creek; 4. Appropriation date: February 26, 1900; 5. Amounts: 45.6 cfs; 956.80 acre feet; 6. Historic use: irrigation of lands below McKay Lake and its distribution facilities, including the Community Ditch and other ditches and laterals. A map showing the approximate location of historic use and a summary of diversion records are attached as Exhibits A and B. 4. South Boulder and Coal Creek Ditch Company structures, from previous decrees: A. South Boulder and Coal Creek Ditch; 1.Date entered: April 1, 1882, Boulder County District Court; 2. Decreed point of diversion: the Community Ditch headgate on South Boulder Creek, see ¶ 3.A.l.b. above; 3. Source: South Boulder Creek; 4. Appropriation date: June 1, 1872; 5. Amount: 53.55 cfs; 6. Historic use: irrigation of lands below the South Boulder and Coal Creek Ditch. A map of historically irrigated lands and copies of diversion records are attached as Exhibits A and B. B. South Boulder and Coal Creek Ditch and Marshall Lake Reservoir: 1. January 9, 1935 adjudication: a. Boulder County District Court, CA6672 Supplemental; b. Decreed point of diversion: the intersection of the Community Ditch with Dowdy Hollow or Draw, see ¶ 3.A.2.b.4 above; c. Source: Dowdy Hollow or Draw; d. Appropriation date:

October 9, 1911; e. Amount: 53.55 cfs; 600 acre feet; f. Historic use: irrigation of lands below the South Boulder and Coal Creek Ditch. A map of historically irrigated lands and copies of diversion records are attached as Exhibits A and B. 2. September 28, 1953 adjudication: a. Boulder County District Court, CA12111; b. Decreed point of diversion: the community Ditch headgate on South Boulder Creek, see ¶ 3.A.l.b. above; c. Source: South Boulder Creek; d. Appropriation date: October 9, 1911; e. Amount: 53.55 cfs; 600 acre feet; f. Historic use: irrigation of lands below the South Boulder and Coal Creek Ditch. A map of historically irrigated lands and copies of diversion records are attached as Exhibits A and B. 5. Proposed Change: A. Nature of the water rights Louisville seeks to change. Louisville seeks to change the use of the water rights associated with its beneficial ownership interests-in the Marshall Lake Division of the Farmers Reservoir and Irrigation Company (hereinafter "FRICO") and the South Boulder and Coal Creek Ditch Company. (Hereinafter, Louisville's beneficial ownership interest in these two mutual ditch companies may be referred to as "the Water Rights or "Louisville’s Water Rights). Louisville previously obtained a decree in Civil Action No. 21299, changing the use of 2.0 shares in the South Boulder and Coal Creek Ditch Company. Louisville also previously obtained a decree from the Water Court, Water Division No. 1, in Case No. 92CW079, dated March 31, 1995, changing the use of 322.654 shares in the FRICO Marshall Lake Division, and 24.825 shares in the South Boulder and Coal Creek Ditch Company. In this case, Louisville seeks to change the use of water rights associated with an additional 31.64 shares in the FRICO Marshall Lake Division, and 2.38 shares in the South Boulder and Coal Creek Ditch Company. Louisville now owns a total of 354.294 shares in the FRICO Marshall Lake Division, out of a total of 1,278.979 outstanding shares allocated to that division. Additionally, Louisville now owns a total of 29.205 shares in the South Boulder and Coal Creek Ditch Company, out of a total of 41 outstanding shares. Louisville seeks to change 31.64 shares in the FRICO Marshall Lake Division and 2.38 shares in the South Boulder and Coal Creek Ditch Company as described below.

COMMUNITY DITCH DECREES

Amount Civil Action Appropriation

Date Adjudication

Date Louisville’

s Pro-rata

Entitlement 83.3 3944 6-6-1885 12-19-1900 2.06

319.1* 6672 8-26-1903 6-21-1926 7.89

227.0** 6672 Supp 8-26-1903 6-21-1926 5.62 * South Boulder Creek, Rock Creek, and Coal Creek ** Dowdy Hollow

MARSHALL LAKE STORAGE DECREES

Volume

(Acre-feet) Civil

Action or Case No.

Appropriation Date Adjudication Date

Louisville’s Pro Rata Entitlement

1349.14 3944 6-6-1885 12-19-1900 33.38 699.08* W-8287-76 6-6-1885 12-19-1900 17.30 7901.74 6672 3-4-1902 6-21-1926 195.49

9400** 6672 Supp 3-4-1902 1-9-1935 232.56

9053.14 Refill 12111 12-31-1929 9-28-1953 223.97

Filling Rates (through the Community Ditch) 83.3 cfs 3944 6-6-1885 12-19-1900 2.06

83.30* W-8287-76 6-6-1885 12-19-1900 2.06 45.6 cfs 4735 3-13-1901 4-10-1905 1.13

448.0 cfs** 6672 3-4-1902 6-21-1926 11.08 448.00 cfs 6672 Supp 3-4-1902 1-9-1935 11.08 448.0 cfs 12111 12-31-1929 9-28-1953 11.08

* Transferred from West Lake to Marshall Lake in Civil Action Case No. W-8287-76 ** Dowdy Hollow ADDITIONAL RESERVOIR DECREES IN FRICO'S MARSHALL DIVISION

Name Volume

(acre-feet) Civil

Action Appropriation Date Adjudication

Date Louisville’s Pro-

rata Entitlement (acre-feet)

Section 19 Res

40 3944 5-1-1888 12-19-1900 0.99

McKay Lake Res

956.80 4735 2-26-1900 4-10-1905 23.67

Filling Rates (through the Community Ditch) Section 19

Res 10.00 cfs 3944 5-1-1888 12-19-1900 0.25 cfs

McKay Lake Res

45.60 cfs 4735 2-26-1900 4-10-1905 1.13 cfs

S. BOULDER AND COAL CREEK DITCH DECREES

Amount Civil Action Appropriation Date Adjudication Date

Louisville’s Pro-rata Entitlement

53.55 cfs* Original Adj. 6-1-1872 4-1-1882 3.11 600.00 AF** 6672 Supp 10-9-1911 1-9-1935 34.83 600.00 AF* 12111 10-9-1911 9-28-1953 34.83

Filling Rates 53.55 cfs** 6672 Supp 10-9-1911 1-9-1935 3.11 cfs 53.55 cfs* 12111 10-9-1911 9-28-1953 3.11 cfs

* South Boulder Creek ** Dowdy Hollow B. Requested alternate points of diversion. In addition to the currently decreed points of diversion for the Water Rights, Louisville requests the following alternate points of diversion: 1. The City of Louisville Pipeline. Louisville requests this alternate point of diversion for all of the Water Rights whose source is South Boulder Creek. The City of Louisville Pipeline's intake is located on the south bank of South Boulder Creek at a point derived by beginning at the southeast corner of Section 25, Township 1 South, Range 17 West, 6th P.M., Boulder County, Colorado, and running thence north along the east line of said section a distance of 1264.5 feet and thence westerly at an angle of 90º for a distance of 1515 feet. 2. Coal Creek Golf Course Pipeline No. 1, 2, and 3. Louisville Requests these alternate points of diversion for all of the Water Rights whose source is Coal Creek. Louisville also requests the right to have water that is diverted from South Boulder Creek and Dowdy Hollow under the Subject Water Rights delivered through Marshall Lake and the Community Ditch to Coal Creek, and then diverted at these alternate points of diversion. The specific locations of the Coal Creek Golf Course Pipeline No. 1, 2, and 3 are: a. CCGC Pipeline NO. 1 is located at a point on the South bank of Coal

Creek in the NW 1/4 of the NE 1/4 of Section 19, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, at a point approximately 900 feet from the North section line and 2,500 feet from the East section line of said Section 19; b. CCGC Pipeline No. 2 is located at a point on the South bank of Coal Creek in the SE 1/4 of the SE 1/4 of Section 18, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, at a point approximately 200 feet from the South section line and 800 feet from the East section line of said Section 18; c. CCGC Pipeline No. 3 is located on the South or East bank of Coal Creek in the NW 1/4 of the SW 1/4 of Section 17, Township 1 South, Range 69 West of the 6th P.M., Boulder County Colorado, at a point approximately 1,550 feet from the South section line and 700 feet from the West section line of said Section 17. C. Requested change from direct flow to storage and for alternate places of storage: In addition to the currently decreed places of storage for the storage Water Rights that are changing, Louisville requests the following alternate places of storage. Furthermore, Louisville requests the right to store its consumptive use entitlement of the Water Rights previously decreed for direct flow use, when in priority, for use throughout the year, including the right of carryover storage of its consumptive use entitlement, in the following places of storage: 1. Marshall Lake Reservoir, located in Sections 22 and 27, Township 1 South, Range 70 West, 6th P.M., Boulder County Reservoir; 2. Louisville Reservoir, located in Section 6, Township 1 South, Range 69 West, 6th P.M., Boulder County, Colorado; 3. Harper Reservoir, located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 of Section 7, Township 1 South, Range 69 West, 6th P.M., Boulder County, Colorado; 4. McKay Lake Reservoir, located in Sections 20 and 21, Township 1 South, Range 68 West, 6th P.M., Boulder County, Colorado; 5. Section 19 Reservoir, located in the NW 1/4 of Section 19, Township 1 South, Range 68 West, 6th P.M., Adams County, Colorado; 6. The Coal Creek Golf Course ("CCGC") Ponds, located as follows: a. CCGC Pond No. 3, located in the E 1/4 of the SE 1/4 of Section 18, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the southernmost point of the storage vessel being located at a point approximately 1,200 feet from the South section line and 200 feet from the East section line of said Section 18.; b. CCGC Pond No. 4, located in the NW 1/4 of the SW 1/4 of Section 17, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the northernmost point of the storage vessel being located at a point approximately 1,800 feet from the South section line and 1,000 feet from the West section line of said Section 17.’ c. CCGC Pond No. 5, located in the SW 1/4 of the SW 1/4 of Section 17, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the northernmost point of the storage vessel being located at a point approximately 1,200 feet from the South section line and 400 feet from the West section line of said Section 17.; d. CCGC Pond No. 6, located in the SW 1/4 of the SW 1/4 of Section 17, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the northernmost point of the storage vessel being located at a point approximately 900 feet from the South section line and 400 feet from the West section line of said Section 17.; e. CCGC Pond No. 7, located in the SW 1/4 of the SW 1/4 of Section 17, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the northernmost point of the storage vessel being located at a point approximately 700 feet from the South section line and 400 feet from the West section line of said Section 17.; f. CCGC Pond No. 8, located in the SE 1/4 of the SE 1/4 of Section 18, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the northernmost point of the storage vessel being located at a point approximately 600 feet from the South section line and 10 feet east of the West section line of said Section 18.; g. CCGC Pond No. 9, located in the NW 1/4 of the NE 1/4 of Section 19, Township 1 South, Range 69 West of the 6th P.M., Boulder County, Colorado, with the northernmost point of the storage vessel being located at a point approximately 400 feet from the North section line and 1,600 feet from the East section line of said Section 19. D. Requested change in type, place, and time of use: Louisville seeks to change the water rights represented by its FRICO Marshall Lake Division shares of stock and South Boulder and Coal Creek Ditch Company shares of stock from domestic and irrigation to municipal use for all beneficial purposes within Louisville's municipal water supply system and service area, including but not limited to domestic, irrigation, commercial, industrial, recreation, fish and wildlife, augmentation, replacement, and exchange. Water derived from the exercise of Louisville's Water Rights which was historically consumed, for which any required return flow obligations have been made, or for which municipal returns exceed historical irrigation returns, will be fully consumable by Louisville, and may be used, reused, successively used, and disposed of to extinction for all beneficial purposes; including augmentation, replacement, and exchange. Louisville also seeks the right to lease its water rights to agricultural users under the Marshall Reservoir System after the water rights have been changed to municipal uses. E. Replacement of return flows: As part of this

change, Louisville will quantify the time, place, and amount of historic return flow replacement necessary to prevent injury to the vested rights of others. These return flows will be replaced through the methods described below. Louisville provides a municipal water supply for its citizens and for others residing within its municipal water service area. A portion of the water supplied by Louisville to its water consumers is fully consumed or depleted. The remainder of the water supply returns to Coal Creek, which is a tributary of Boulder Creek, from various sources, including (1) return flow from irrigation and other outside uses by Louisville and its water consumers and (2) wastewater effluent from Louisville's wastewater treatment plant, which discharges into Coal Creek at a point approximately 2,200 feet from the east section line and 1,400 feet from the south section line of Section 9, Township 1 South, Range 69 West, 6th P.M., Boulder County, Colorado. Under the change, municipal return flows attributable to the use of the Water Rights that are the subject of this application will be quantified and used to offset returns that are required under the law to prevent injury to water rights. Additionally, Louisville may directly use the Water Rights that are the subject of this application, or other water rights and/or return flows from other sources of water, which are fully consumable, to maintain legally required returns or to compensate for depletions legally attributable to municipal use of Louisville's FRICO Marshall Lake Division and South Boulder and Coal Creek Ditch Company shares. The water rights so used may include, but are not limited to, all or a portion of Louisville's interest in the water rights included in Case No. W-9193-78 (Cottonwood No. 2 Ditch), decreed November 15, 1979; Case No. 82CW305 (Enterprise Ditch and East Boulder Ditch), decreed May 12, 1986; Case No. W-8500-77 (Dry Creek No. 2 Ditch and Howard Ditch), decreed April 21, 1987; Case No. 80CW451 (Coal Ridge Ditch), decreed May 10, 1988; Case No. 83CW319 (Goodhue Ditch and Davidson Ditch), decreed May 22, 1987; Case No. 87CW327 (Leyner Cottonwood Ditch, McGinn Ditch, Marshallville Ditch and Baseline Reservoir), decreed April 12, 1991, Case No. 92CW079 (FRICO Marshall Lake Division and South Boulder and Coal Creek Ditch), decreed March 31, 1995, and Case No. 99CW230 (Howard Ditch, Dry Creek No. 2 Ditch, and Cottonwood No. 2 Ditch), decreed August 17, 2004. Additionally, the water rights so used may include all or a portion of any other water rights that Louisville presently has or may acquire in the future, provided that Louisville is entitled pursuant to a future decree to use the water rights for such purposes. 6. Names and addresses of owners (other than Applicant) of land on which structures are located: a. Farmers Reservoir and Irrigation Company, 80 South 27th Street, Brighton, Colorado 80601. (18 pages) 07CW311 IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF FLYING HORSE RANCH, LLC a Colorado limited liability company, IN PARK COUNTY. Name, address, telephone number of applicant: Flying Horse Ranch, LLC, a Colorado limited liability company, 6385 Corporate Drive, Colorado Springs, Colorado 80919, Telephone: (719) 592-9333. Attorney: Alan G. Hill, Tienken & Hill, LLP, 801 Main Street, Ste. 120, P.O. Box 550, Louisville, CO 80027, (303) 673-9373. First Claim for Relief (Change of Water Rights) 1.1 Description of water rights owned by the applicant and sought to be changed in this proceeding: Name of ditch: Baker Ditch. A. Appropriation Date: June 15, 1878; b. Decree: Decreed in Case No. 341, Park County District Court, on October 18, 1889; c. Source of water: Guernsey Gulch; d. Amount: 20 cubic feet per second; e. Point of diversion: The point of diversion is on Guernsey Gulch, in the SW 1/4 of the NW 1/4 of Section 20, Township 7 South, Range 75 West of the 6th P.M., Park County, Colorado; f. Use: Irrigation; g. A summary of diversion records is attached hereto as Exhibit “A” and incorporated herein by this reference. Maps indicating the lands historically irrigated by the subject water rights are attached hereto as Exhibit “B” and incorporated herein by this reference; h. Applicant is the owner of an undivided 89% interest in the water right decreed to the Baker Ditch. 1.2 Nature of the proposed changes: A. The Baker Ditch water right is decreed for irrigation. Applicant seeks to change a portion of the water right to use 1) for augmentation of the evaporation from Flying Horse Reservoir and 2) for storage in Flying Horse Reservoir. The consumptive use of the water right will be quantified. B. In order to prevent material injury to the owners of or persons entitled to use water under vested water rights and decreed conditional water rights, applicant proposes the following: Applicant shall divert pursuant to these water rights only during the times the individual rights are in priority and applicant’s future diversions shall be limited to the historical season of use. C. Applicant prays for a judicial determination of its right to consume, by first use, reuse, successive use, disposition, exchange, augmentation, or otherwise, the quantity of water historically consumed by virtue of the use of the water rights owned by applicant and set forth herein. To the extent future consumption is limited to an amount not exceeding the historical consumptive use,

there will be no injury to vested water rights or decreed conditional water rights. Second Claim for Relief (Water Storage Right) 2.1 Name of reservoir: Flying Horse Reservoir. 2.2 Legal description: A. Location of Reservoir: Flying Horse Reservoir is an off-channel reservoir located in the NW 1/4 of Section 29, Township 7 South, Range 75 West of the 6th P.M., Park County, Colorado, the outlet of which is located on the east side of the reservoir. B. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Baker Ditch as described herein. 2.3 Source: Guernsey Gulch. 2.4A Date of appropriation: May 1, 2006. B How appropriation was initiated: Field investigation, engineering investigation, design work and commencement of construction. C. Date water applied to beneficial use: August 15, 2006. 2.5 Amount claimed: A. In acre feet: 80 acre feet B. If off-channel reservoir, rate of diversion in cfs for filling the reservoir: 7.6 cfs. 2.6 Use: Water stored pursuant to the water storage right claimed herein will be used for recreational, piscatorial, augmentation, and exchange and substitution. 2.7 Surface area of high water line: 14.6 acres 2.8 Total capacity of reservoir in acre feet: 80 acre feet, all active capacity. There is no dead storage in this reservoir. 2.9 Name and addresses of owner of land on which structure for the water right is located: Flying Horse Ranch, LLC, a Colorado limited liability company c/o Jeff B. Smith, Owner, Classic Homes, 6385 Corporate Drive, Colorado Springs, Colorado 80919. THIRD CLAIM FOR RELIEF (Approval of a Plan for Augmentation) 3.1 Applicant seeks a decree approving a plan for augmentation to augment or replace out-of-priority depletions equal to the evaporation from Flying Horse Reservoir, described herein. Approval of the plan for augmentation would allow Applicant to not release water from Flying Horse Reservoir at times when curtailment or release would otherwise be required. 3.2 WATER RIGHT TO BE AUGMENTED: The water storage right claimed for the Flying Horse Reservoir, more particularly the evaporation from said Reservoir, would be augmented. Applicant believes that evaporation from Flying Horse Reservoir will consume approximately 42.6 acre feet per year. 3.3 WATER RIGHT TO BE USED FOR AUGMENTATION: Applicant is the owner of 89% of the water decreed to the Baker Ditch, described in the First Claim for Relief herein. Applicant is seeking a change in the use of the Baker Ditch water right to include augmentation. The consumptive use water to be quantified in this case will be utilized to augment the evaporation from Flying Horse Reservoir, believed to be 42.6 acre feet per year. 3.4 DESCRIPTION OF PLAN: Applicant will fill Flying Horse Reservoir for the purposes described in the Second Claim for Relief herein. The out-of-priority depletions from evaporation will be augmented from the source described herein. Credit will be taken by applicants for a portion of the water rights decreed to the Baker Ditch left in Guernsey Gulch at times when Applicant could otherwise divert the water. Water will be left in the gulch, to augment depletions from evaporation from water stored in Flying Horse Reservoir. Applicant’s plan provides a method for replacing water necessary to meet the lawful requirements of senior diverters at the time and location and to the extent that seniors would be deprived of their lawful entitlement. The operation of Applicant’s plan for augmentation will not injuriously affect the owners of or persons entitled to use water rights under vested water rights or decreed conditional water rights. WHEREFORE, applicant prays for a decree approving the changes in water rights decreed to the Baker Ditch, adjudicating the water storage right described herein, and approving the plan for augmentation described herein, and for such further relief as the court deems proper. (6 pages) 07CW312 Bijou Irrigation Company, Bijou Irrigation District, P.O. Box 972, Fort Morgan, CO 80701, Telephone: (970)867-2222. APPLICATION FOR WATER RIGHTS, INCLUDING DIRECT FLOW, STORAGE, GROUND WATER RECHARGE AND AUGMENTATION IN WELD AND MORGAN COUNTIES. 2. Name of structures: A. Empire Inlet Canal B. Barnett Reservoir C. Bijou Augmentation Pipeline 3. Legal description of point of diversion: A. The Empire Inlet Canal is an existing ditch which diverts from the south bank of the South Platte River at a point in the SW1/4 of Section 19, T5N, R63W, 6th P.M., Weld County, Colorado. B. Water diverted from the South Platte River will be recharged through the Empire Inlet Canal, and also delivered through the Canal to Barnett Reservoir, which will be located in Sections 28 and 33, T4N, R62W, 6th P.M., Weld County, Colorado. C. The Bijou Augmentation Pipeline will divert from the South Platte River in the SE 1/4 NE 1/4 of Section 21, T4N, R61W, 6th P.M., Weld County, Colorado. This pipeline will be used to either divert water from the river and deliver it to Barnett Reservoir, or to release water from Barnett Reservoir and deliver it back to the river for direct augmentation. 4. Source: South Platte River. 5. Date and manner of initiation of appropriation: December 27, 2007, by adoption of Board Resolutions stating intent to appropriate, by posting signs, and by filing this application with the Water Court. 6.

Amount claimed: A. At the Empire Inlet Canal Headgate - 800 c.f.s., conditional. B. For storage in Barnett Reservoir – 3,000 acre feet for first fill, plus the right to multiple refills whenever this right is in priority, conditional. C. At the Bijou Augmentation Pipeline, 20 c.f.s., conditional. 7. Use or proposed use: The use of this water will be for recharge and augmentation purposes to replace depletions by wells located within the Bijou service area. Bijou Irrigation Company has a previously decreed augmentation plan, which was decreed in Case Nos. W-2704 and W-9172-78, Water Court for Water Division No. 1 (“Bijou Plan”). The water diverted under these new water rights will provide additional replacement water for the Bijou Plan. Because it is impossible to match the timing of depletions from wells, there may be excess credits generated beyond the needs of wells within the Bijou Plan. Any such excess credits may be used for general augmentation purposes outside of the Bijou Irrigation Company’s service area in accordance with law, and subject to the approval of the State Engineer or Water Court. 8. Bijou Plan and calculation of augmentation credits: A. The Bijou Plan provides augmentation water to replace depletions resulting from the consumptive use of water pumped from the approximately 200 wells in the Bijou Plan, which has been in operation for approximately 22 years. This operational experience has indicated that in certain years, additional augmentation credits are needed to fully cover all of the wells under the Bijou Plan. In order to supplement its supply of augmentation credits, Bijou has initiated these new water rights. B. The existing Bijou Plan is operated pursuant to detailed terms and conditions contained in the decree entered in Case Nos. W-2704 and W-9172-78. These operations include performing detailed calculations of stream depletions and accretions, and completing accounting forms which summarize these calculations and the augmentation operations. Bijou requests the right to incorporate into the Bijou Plan the additional augmentation credits resulting from the Empire Inlet Canal seepage losses, any recharge from seepage out of Barnett Reservoir, and any direct releases from Barnett Reservoir to the River. C. Under these new water rights, augmentation credits attributable to recharge through the Empire Inlet Canal and seepage from the Barnett Reservoir will be calculated using the Glover Method. As part of this application Bijou requests a determination of the appropriate factors to be used to make these calculations. The accounting forms currently used for the Bijou Plan will be modified slightly to include the augmentation credits attributable to diversion, recharge, and releases made under the new water rights claimed in this case. 9. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: A. The Empire Inlet Canal headgate is located on land owned by the Bijou Irrigation District. B. The Barnett Reservoir will be located on land owned by Douglas Barnett, whose address is 46106 Highway 34, Orchard, Colorado 80649. C. The Bijou Augmentation Pipeline will be located on land owned by the following: a. Teague Enterprises, LLC, 15366 MCR O, Fort Morgan, Colorado 80701 b. Yocam Estate, 43781 WCR 42 ½, Orchard, Colorado 80649, c. Woody Widmer, 17575 East Davies Avenue, Foxfield, Colorado 80016, 10. Remarks: It is the intent of this Application to adjudicate these conditional water rights, and all elements necessary for the Bijou Irrigation Company to utilize the augmentation credits resulting from the exercise of these new water rights as a supplemental source of augmentation credits for its existing augmentation plan previously decreed in Case Nos. W-2704 and W-9172-78 or as excess credits. Bijou is not seeking any change or modification to its previous augmentation plan decrees. It is not the intent of this Application to adjudicate an augmentation plan to cover any wells not already included in the Bijou Plan. 2 pages to Resume. 07CW313, Box Elder Creek Ranch Water Co., c/o David N. Rye, President, 1700 W. 100th Avenue, Suite 204, Denver Colorado, 80260. Application for Approval of Plan for Augmentation in ADAMS COUNTY. 1. Structure to be Augmented: A. Name: Well Permit No. 59229-F (the “BECR Well”), WDID No. 105794. B. Decree: The BECR Well was decreed on September 15, 1983 in Case No. 82CW053. A subsequent decree regarding the BECR Well was entered in Case No. 2000CW199. C. Location: The well is located in the NE 1/4 of the NW 1/4 of Section 1, Township 1 South, Range 65 W of the 6th P.M., Adams County, Colorado. D. Appropriation Date: August 31, 1953. E. Amount: 1.45 c.f.s. F. Use: Irrigation of approximately 117 acres in Section 1, Township 1 South, Range 65 West of the 6th P.M. G. New, Supplemental or Replacement Wells: In addition to the well identified above, Applicant requests approval for procedures to add additional wells, including any new, supplemental or replacement wells as structures to be augmented under this plan. 2. Water Rights to be used for Augmentation. Applicant may use the following sources as a substitute supply for

replacement of out of priority depletions under this plan. A. Laramie Fox-Hills Aquifer Groundwater within the Denver Basin. Applicant has entered into an agreement with Great Rock North Water and Sanitation District dated January 23, 2007 to lease up to 65 acre feet of excess water from the Laramie-Fox Hills aquifer (the “Laramie Water”). The Laramie Water was decreed in Water Court, Division No. 1 under Case No. 04CW247. The term of the lease is for 25 years with the option for extension. Applicant may take delivery of the Laramie Water directly into the channel of Box Elder Creek in the SE 1/4 of Section 1, Township 1 North, Range 65 West for augmentation use or at Applicant’s lined Storage Pond located in the SE 1/4 of Section 1, Township 1 North, Range 65 West (the “Storage Pond”) for application directly for irrigation. Applicant may also take delivery of the Laramie Water at unlined recharge ponds to be constructed in the SW 1/4 of Section 1, Township 1 North, Range 65 West (the “Recharge Ponds”) to generate recharge/augmentation credits to offset delayed depletions associated with the well pumping. If Applicant delivers Laramie Water to the Storage Pond and the same is used directly for irrigation, Applicant may use all fully consumable return flows as an augmentation source herein. B. Applicant requests approval of procedures to allow additional or alternative sources of replacement water to be added to this plan, including but not limited to, leased water sources. C. If Applicant’s augmentation and replacement sources exceed depletions generated under this plan, Applicant claims the right to capture, store, and reuse to extinction any such excess sources, including recharge accretions, either directly or by exchange. 3. Description of Plan for Augmentation. Applicant seeks approval of a plan for augmentation to replace out of priority depletions associated with the diversion and use of water for irrigation within a residential development located in Section 1, Township 1 South, Range 65 West of the 6th P.M., Weld County, Colorado known as the Box Elder Creek Ranch (the “Development”). The well described in paragraph 2 is included as a structure to be augmented under a separate augmentation plan decreed in Case No. 02CW335 by the Groundwater Management Subdistrict of the Central Colorado Water Conservancy District. The plan applied for herein is intended to provide supplemental augmentation coverage for the subject well. A. Well Diversions and Use. The BECR Well is used to irrigate approximately 50 acres in the Development. Water is delivered from the BECR Well to the Storage Pond and is then delivered through Applicant’s irrigation system to irrigated areas within the Development where it is applied to the land via individual sprinkler systems. Well diversions under this plan may cause depletions to the Box Elder Creek alluvium. B. Replacement of Out of Priority Depletions. Applicant will calculate and account for any lagged depletions and replace such depletions with the sources identified in paragraph 3 to the extent they are out-of-priority and replacement is necessary to prevent material injury to senior water rights. C. Calculation of Timing and Amount of Depletions & Accretions. Applicant proposes to lag depletions from the BECR Well and the accretions from deliveries of the Laramie Water to the Recharge Ponds and fully consumable return flows generated if and when Laramie Water is applied directly to irrigation within the Development to the Box Elder Creek channel using the equations developed by Glover and others within in the Alluvial Water Accounting System (AWAS) or another acceptable method. In performing said calculations, Applicant will assume Box Elder Creek is a live stream. Applicant proposes to use the following AWAS parameters in its plan: i. BECR Well: X = 2,073.47 ft, W = 6,089.16 ft, T = 97328 gpd/ft, specific yield = 0.2. ii. Recharge Ponds: X = 1,600 ft to 2,600 ft, W = 5,000 to 6,000 ft, T = 97328 gpd/ft, specific yield = 0.2. iii. Fully Consumable Return Flows from irrigation within the Development: X = 2,800 ft, W = 6,300 ft, T = 97328 gpd/ft, specific yield = 0.2. Other parameters may be used as appropriate and as such these parameters are subject to change. D. Calculation of Amount of Depletions and Accretions. Applicant will measure diversions of water from the BECR Well and deliveries of Laramie Water to the Box Elder Creek channel, the Storage Pond and the Recharge Ponds using a totalizing flow meter or other acceptable measuring devices. Applicant proposes to calculate depletions in this plan using a presumptive depletion factor of 80% for water pumped from BECR Well and used for irrigation in the Development. This is consistent with the decree entered in Case No. 02CW335. Applicant also proposes to use a consumptive use factor of 80% for Laramie Water which is used directly for irrigation within the development when calculating the resulting fully consumable return flow. Applicant proposes to quantify recharge accretions for Laramie Water delivered to the Recharge Ponds by taking the measured deliveries to the Recharge Ponds and reducing the amount recharged by total evaporative losses, if any. E. Accounting and Reporting. Applicant will install measuring devices and provide accounting to the State and Division Engineers as may be required for operation of the plan. 4. Name and Address of Owner of the Structures: Applicant, and Great Rock North Water and Sanitation District, 141 Union Blvd., Suite 150, Lakewood, CO 80228.

07CW314 JOHN D. BLACK DECEDENTS TRUST, % BEVERLY G. BLACK, 37377 SO. RIDGEVIEW BLVD., TUCSON, AZ. 85739. Telephone: (520) 825-9271. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: Black Well. Date of Original Decree: 01-30-2002 in case no. 96CW1152 in Water Division 1. Legal description: NW1/4, NW1/4, S21, T9S, R75W of the 6th PM at a distance 1320 feet from North and 840 feet from West. Street address: 1225 Warpath Rd. Subdivision: Indian Mountain, Lot 109, Filing 5. Source: groundwater. Appropriation date: May 31, 1973. Amount: .033 cfs (15 gpm) conditional. Use: Household use only in a single family dwelling not including irrigation. The return flow from such uses shall be returned to the same stream system in which the well is located. 07CW315. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION AND CHANGE OF WATER RIGHTS. CONCERNING THE APPLICATION FOR WATER RIGHTS OF DORN READY MIX CORPORATION. IN WELD AND MORGAN COUNTIES, COLORADO. DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO, Weld County Courthouse, 901 9th Avenue, Room 418, PO Box 2038, Greeley, CO 80632. 1. Name, address and telephone number of applicant: Dorn Ready Mix Corporation, P.O. Box 636, Ft. Morgan, CO 80701, (970) 867-7743. 2. Overview. Dorn Ready Mix Corporation (“Dorn”) owns and operates a sand and gravel pit known as the Barlow Pit located in portions of the SE1/4 of the SW1/4 of Section 33, T4N, R57W of the 6th P.M. in Morgan County, Colorado. In 1974, Dorn was issued a mining and reclamation Permit No. M-74-92 that remains in effect, which allows mining of up to 40 acres as a wet pit (the “Mining Land”). The Mining Land is specifically described on Exhibit A attached hereto and depicted on the map attached hereto as Exhibit B (the “Map”). As of December 31, 1980, the Barlow Pit exposed 2.7 surface acres of groundwater to evaporation (the “Exempt 2.7 Acres”). Pursuant to CRS 37-90-137(11)(b), evaporative losses from the Exempt 2.7 Acres do not require augmentation. Sand and gravel from the Barlow Pit is removed by dredging operations from time to time and stored on the Mining Land. Such material is transported as needed to a batch plant operated by Dorn located in the NW1/4 of the NE1/4 of Section 5, T3N, R57W of the 6th P.M. (the “Batch Plant”). The Batch Plant is provided water by well permit 2104-F (the “Batch Plant Commercial Well”). About thirty acres of land adjacent to the Batch Plant and located in NW1/4 of the NE1/4 of Section 5, T3N, R57W of the 6th P.M. are sprinkler irrigated using a well decreed in Case No. W-4952, well permit no. R10298-RF. Depletions from operation of the Batch Plant Commercial Well, evaporative losses from the Barlow Pit over and above the Exempt 2.7 acres, and water removed with the sand and gravel are currently being augmented pursuant to a substitute supply plan first approved by the State Engineer in 1992 and conditionally renewed through May 31, 2009. This application seeks to obtain judicial approval of a plan for augmentation to replace otherwise out of priority depletions associated with the current operations at the Barlow Pit and Batch Plant and to allow for future expansion of the operations. The plan also seeks to replace otherwise out of priority from the Batch Plant Irrigation Well described in Section 3(d) below, if adequate augmentation water is available in any given year. The depletions associated with these operations are described in Section 3 below. Augmentation water will be provided by a change of Dorn’s sixteen shares in the Riverside Reservoir and Land Company described in Section 4(a) below (the “Riverside Shares”), use of recharge credits available to the Riverside Shares as described in Section 4(b) below, one share of Jackson Lake Reservoir and Irrigation Company described in Section 4(c) below, and, if necessary, leases of water from the sources described in Section 4(d) below. Operation of the augmentation plan is described in Section 5 below. Dorn seeks the right to add additional augmented water uses and/or augmentation sources as set forth in Section 6 below. 3. Depletions To Be Augmented. The following depletions will be augmented pursuant to this plan to the extent that they are out of priority and there is senior downstream call: (a) Evaporative Losses. All net evaporative losses from groundwater exposed in the Barlow Pit will be augmented when there is a senior downstream call, except for evaporative losses from the Exempt 2.7 Acres. The Barlow Pit has Well Permit #66071-F. The area excavated by the Barlow Pit, and under stockpiled material from the Pit, was historically used to grow naturally subirrigated and well irrigated crops. When this surface is frozen, no augmentation of evaporation losses will be required. The Barlow Pit well permit currently allows 35.75 acres of groundwater to be exposed over and above the Exempt 2.7 Acres. If and when fully mined, it is expected that there will be a total of 37.3 acres of groundwater exposed to evaporation over and above the Exempt 2.7 Acres. Any delayed

impact on the stream system resulting from evaporative losses from the Barlow Pit will be modeled using the Glover method. For purposes of operation of this plan for augmentation, evaporative losses from the Barlow Pit will be replaced only when there is a senior downstream call. A downstream call shall be deemed to be senior only if the calling right was decreed or an application therefore filed prior to the date of the filing of this application. Applicant shall have no obligation to replace the evaporative losses from the Barlow Pit if the call is from a right which was decreed, or the application for which was filed, after the date of the filing of this application. If it is determined by the Court that Applicant must decree a water storage right or a groundwater right for the Barlow Pit in order to implement the foregoing, Applicant claims such a water storage right in the amount 800 acre feet, and a ground water right in the amount of 0.4 cfs, with an appropriation date equal to the date of the filing of this application, for in-storage beneficial uses only, such as aesthetic and fish and wildlife purposes. The source of water is groundwater tributary to the South Platte River and local runoff. (b) Water in Product. Water removed with the mined sand and gravel is estimated to be four percent of the product by weight. Using this factor, the water contained in the product is one acre foot per 34,014 tons of product mined. The last dredging occurred in 2006, when approximately 60,000 tons of product were mined and stockpiled. At maximum production, it is estimated that no more than 100,000 tons of product would be mined in any given calendar year. Once mining ceases, or in years when no mining occurs, no water will be lost in product. The water contained in the product will be deemed withdrawn in the month that such product is mined, and the resulting depletion will be modeled using the Glover method and augmented as such depletions affect the river and there is a senior downstream call. (c) Batch Plant Commercial Well. The Batch Plant Commercial Well, Well Permit 2104-F, provides water for commercial operations at the Batch Plant. The Batch Plant Commercial Well is located in the NW1/4 of the NE1/4 of Section 5, T3N, R57W of the 6th P.M. at a point 660 feet south from the north section line and 1980 feet west from the east section line of said Section 5. The Batch Plant Commercial Well was decreed as Dorn Well #2104-F in Case No. W-4969 on June 5, 1975 for 0.11 cfs for commercial purposes with an appropriation date of March 11, 1959 and adjudication date of December 31, 1972. Its depletions were augmented by GASP under Contract No. A01-514-0. For purposes of this plan for augmentation, it will assumed that 100% of the water withdrawn from the well is consumed. Depletions from the well will be lagged to the South Platte River on this basis and augmented as such depletions affect the river and there is a senior downstream call. (d) Batch Plant Irrigation Well. A well at the Batch Plant, Permit Number R10298RF, (the “Batch Plant Irrigation Well”) can be used to provide irrigation water using a sprinkler system for up to thirty acres of land in the vicinity of the Batch Plant. The Batch Plant Irrigation Well is located in the NW1/4 of the NE1/4 of Section 5, T3N, R57W of the 6th P.M. at a point 1310 feet from the north section line and 2320 feet from the east section line of said Section. The location of the Batch Plant Irrigation Well and the thirty acres to be irrigated by such well are shown on the attached Map. The Batch Plant Irrigation Well was decreed as the William Dorn Estate Well #10298 in Case No. W-4952 on May 16, 1975 for 0.85 cfs for the irrigation of 30 acres in the NW1/4 of the NE1/4 of said Section 5, with an appropriation date of October 31, 1950 and an adjudication date of December 31, 1972. The decreed location is the NW1/4 of the NE1/4 of said Section 5 at a point 1095 feet south and 2505 feet west of the NE corner of said Section 5. Applicant seeks to change the decreed location to the actual and permitted location set forth above. Depletions caused by the Batch Plant Irrigation Well will be lagged to the South Platte River using the Glover method and the resulting depletions replaced as such depletions affect the river when there is a senior downstream call. 4. Augmentation Water. The following water and water rights will be used to augment any depletions described in Section 3 that occur out of priority when there is a senior downstream call: (a) Riverside Shares. Dorn’s sixteen Riverside Reservoir and Land Company Shares (four Private Rights) are represented by stock certificate number 1916. The Riverside Shares represent a 16/10,200 interest (0.16%) in the water rights of the Riverside Reservoir and Land Company, including the following water storage rights decreed to the Riverside Reservoir:

Priority No.

Amount in AFeet

Appropriation Da

Adjudication Da

Administration Number

Case No.

24 16,070 4/01/1902 1/15/1914 19083.00000 CA 2142

45 41,437 8/01/1907 1/15/1914 21031.00000 CA 2142 77 7,501 10/25/1910 1/15/1914 22212.00000 CA 2142

CA 8492 24R 56,325 12/31/1929 6/08/1965 31423.29219 CA 16704

The point of diversion of the Riverside Canal is in the SW 1/4 of the SW 1/4 of Section 20, T5N, R65W of the 6th P.M. Eight of the Riverside Shares were historically used as supplemental irrigation water on 24 acres of land in the W 1/2 of the S 1/2 of Section 28, T5N, R59W of the 6th P.M. These shares were acquired by Dorn in 1989 and the historically irrigated land is no longer irrigated by surface water. The remaining eight of the Riverside Shares were historically used as supplement irrigation water on 120 acres of land in the Northeast Quarter of Section 11, T 4 N, R 56 W of the 6th P.M. These shares were acquired by Dorn in 2003 and the historically irrigated land is no longer irrigated by surface water. The water available from Dorn’s Riverside Shares will be released from Riverside Reservoir, directly or by exchange, to provide augmentation water under this plan. Alternatively, upon agreement with the Riverside Irrigation District and Riverside Reservoir and Company, Dorn would utilize water available to the Riverside Irrigation District in lieu of Reservoir releases, including recharge credits available under Case No. 90CW189 (Hadley), Case No. W-2919 (Goodrich), and Case Nos. 86CW387 and 88CW221 (Vancil). When there is a downstream call, historical return flows will be maintained as necessary to prevent injury to water rights with priorities senior to the filing of this application unless the agreement, described above, is made. (b) Riverside Recharge Credits. The Riverside Reservoir and Land Company also operates several recharge plans, including those decreed in Case Nos. 88CW264 (National Hog Farm), 89CW27 (Sublette) and 88CW239 (Equus). The Riverside Shares are entitled to a pro rata share of those recharge credits. Dorn would use its share of such recharge credits to provide augmentation water under this plan for augmentation. Alternatively, upon agreement with the Riverside Irrigation District and Riverside Reservoir and Company, Dorn would utilize water available to the Riverside Irrigation District and/or the Riverside Reservoir and Land Company in lieu of recharge credits, including recharge credits available under Case No. 90CW189 (Hadley), Case No. W-2919 (Goodrich), and Case Nos. 86CW387 and 88CW221 (Vancil). (c) Jackson Lake Share. Dorn owns one Jackson Lake Reservoir and Irrigation Company Share represented by stock certificate number 1513. The Jackson Lake Reservoir and Irrigation Company Share represents a 1/1550 interest (0.0645%) in the water rights of the Jackson Lake Reservoir and Irrigation Company, including the following water storage rights decreed to the Riverside Reservoir:

Priority No.

Amount in AFeet

Appropriation Da

Adjudication Da

Administration Number

Case No.

20 30,992 5/18/1901 1/15/1914 18765.00000 CA 2142 20 4,637 5/18/1901 5/11/1915 19918.18765 CA 2142 20R 8,269.92 12/31/1929 6/08/1965 31423.29219 CA 16704

The point of diversion of the Jackson Lake Inlet is on the north bank of the South Platte River, 900 feet south and 200 feet west of the center of the SE 1/4 of Section 18, T4N, R61W of the 6th P.M. The Jackson Lake Share was historically used as supplemental irrigation water on land in Sections 7, 19, 24, T5N, R54Wof the 6th P.M. This share was acquired by Dorn in 2006, and the historically irrigated land is no longer irrigated by surface water. The water available from Dorn’s Jackson Lake Share will be released from Jackson Lake, directly or by exchange, to provide augmentation water under this plan. When there is a downstream call, historical return flows will be maintained as necessary to prevent injury to water rights with priorities senior to the filing of this application. (d) Annual Lease. Annual lease of appropriately decreed water to augment Dorn Ready Mix water uses may be made with the following entities: Riverside Reservoir and Land Company, Ft. Morgan Reservoir and Irrigation Company, City of Fort Morgan, and Lower Platte and Beaver Creek Canal Irrigation Company, and other entities identified prior to entry of a decree in this matter. 5. Operation of Augmentation Plan. All out of priority depletions associated with the Barlow Pit described in Sections (3)(a)

and (b) above, and the out of priority depletions associated with the Barlow Commercial Well described in Section 3(c) above (collectively, the “Priority Uses”) will be projected each year. When there is a senior downstream call, the Priority Uses will be replaced using the augmentation water described in Section 4 above. To the extent that augmentation water is projected to be available in a given year in excess of the amount necessary to augment the Priority Uses, Dorn may elect to operate the Batch Plant Irrigation Well described in Section 3(d) above and will utilize such excess augmentation water to replace the out of priority depletions associated with such irrigation use. Historical return flow amounts will be provided when there is a downstream call. 6. Retained Jurisdiction. In addition to any other period of retained jurisdiction decreed herein, Dorn requests the Court to retain jurisdiction until the completion of all mining and reclamation activities within the Mining Land. To the extent that additional water uses occur during the period with respect to the Mining Land, Dorn seeks to right to include the resulting depletions under this plan for augmentation pursuant to such period of retained jurisdiction without need for republication. In addition, to the extent that additional source of augmentation water are available to Dorn, Dorn seeks the right to include them under this plan for augmentation without need for republication, provided that such water is either already decreed for augmentation or the State Engineer approves a substitute supply plan for the use of such water. 7. Ownership. Dorn owns the Mining Land and all facilities and the Batch Plant Land and all facilities located thereon. The Riverside Reservoir and Land Company owns the Riverside Canal system. Its address is 221 E Kiowa Fort Morgan, CO 80701. The Jackson Lake Reservoir and Irrigation Company owns the Jackson Lake system. Its address is 218 E Kiowa Ave, Fort Morgan, CO 80701. The current owners of the lands historically irrigated by Dorn’s Riverside Shares are the Brunellis whose address is Rt. 1, 25002 Rd 8, Weldona, CO 80653, Jose Archuleta whose address is PO Box 911 Synder, CO 80750, Steven Schutz whose address is 34978 WCR 83, Briggsdale, CO 80611, and Joseph Archuleta whose address is 14495 Brighton Road, Brighton, CO 80601. The current owners of the lands historically irrigated by Dorn’s Jackson Lake Share is Vic Quint whose address is 35997 US Highway 6, Hillrose, CO 80733. 07CW316 FRESHFIELDS, INC. (“Freshfields”) c/o Coventry Development Corporation, 10475 Park Meadows Drive, Suite 600, Lone Tree, CO 80124 and PARKER WATER AND SANITATION DISTRICT (“Parker”) 19801 East Mainstreet, Parker, CO 80138 (Alix L. Joseph, BURNS FIGA & WILL, P.C., Attorneys for Freshfields, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111, Robert F. T. Krassa, KRASSA & MILLER, LLC, Attorneys for Parker, 2344 Spruce Street, Suite A, Boulder, CO 80302. APPLICATION FOR CHANGES OF NONTRIBUTARY GROUND WATER RIGHTS, in DOUGLAS COUNTY. 2. Purpose of Application: Co-Applicants seek approval of changes to the decreed locations of Well Nos. Ltdw-1, Ltdw-2, Ltwd-3, Ltdw-4, DEN1, DEN-2, DEN-3, DEN-4, Ka-1, LFHW-1, and LFHW-2. All of these wells were decreed in Case No. 82CW434. Additionally Freshfields and Parker seek to confirm the right to construct and use additional, supplemental and/or alternate point of diversion wells that will permit continued withdrawal of the decreed annual average amount for each aquifer. 3. Aquifer and Location of Ground Water; Ownership of Wells and Land: The property involved in this Application is located in parts of Sections 26, 27, 34 and 35, T6S, R67W, and Sections 2 and 3, T7S, R67W of the 6th P.M. in Douglas County, Colorado consisting of approximately 1,443 acres. Freshfields owns most of the overlying land (the “Property”), the legal description of which is attached to the Application as Exhibit A. Co-Applicant Parker owns all of the groundwater in the Denver Basin aquifers underlying the Property as conveyed by Special Warranty Deed recorded January 31, 2007 at Reception No. 2007009344, in the records of the Douglas County Clerk and Recorder’s office, including those which are the subject of this Application. The groundwater rights described below are decreed to be withdrawn from the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying 1,443 acres owned by Co-Applicant Freshfields, located in Douglas County. Pursuant to a Memorandum of Understanding between Parker and Freshfields, dated October 20, 2007, and recorded at Reception No. 2007009343 on January 31, 2007 in the records of Douglas County Clerk & Recorder’s office, Freshfields will convey to Parker well sites for the proposed wells. No claim is made herein for any water in addition to that previously decreed. 4. Description of Current Decreed Wells and Water Rights for Which Changes are Sought: a. Initial Decree: All of the water rights and proposed wells included in this Application were initially decreed in Case No. 82CW434 (Water Division 1), entered on November 23,

1984 and recorded December 4, 1985 at Reception No. 369515, Book 611, Page 756 in the records of the Douglas County Clerk and Recorder’s office. b. Existing Decreed Locations and Decreed Amounts: The water rights for the Wells have been previously decreed as follows:

Well No. Decreed Location Source Decreed

Amount Flow Rate

Ltdw-1 In the SW 1/4 NW 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 2150 feet from the N Section line and 150 feet from the W Section line.

Lower Dawson

91 a.f./ year

100 g.p.m.

Ltdw-2 In the SW 1/4 NE 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 1400 feet from the N Section line and 1925 feet from the E Section line.

Lower Dawson

91 a.f./ year

100 g.p.m.

Ltdw-3 In the NE 1/4 NW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 700 feet from the N Section line and 2850 feet from the E Section line.

Lower Dawson

91 a.f./ year

100 g.p.m.

Ltdw-4 In the SE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1300 feet from the S Section line and 1700 feet from the W Section line.

Lower Dawson

91 a.f./ year

100 g.p.m.

DEN-1 In the SW 1/4 NW 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 3100 feet from the S Section line and 350 feet from the W Section line.

Denver 105.5 a.f./year

100 g.p.m.

DEN-2 In the SE 1/4 NW 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 2150 feet from the N Section line and 1950 feet from the W Section line.

Denver 105.5 a.f./year

100 g.p.m.

DEN-3 In the NE 1/4 NW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 700 feet from the N Section line and 2900 feet from the E Section line.

Denver 105.5 a.f./year

100 g.p.m.

DEN-4 In the NE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 2050 feet from the S Section line and 1900 feet from the W Section line.

Denver 105.5 a.f./year

100 g.p.m.

Ka-1 In the SW 1/4 NE 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1700 feet from the N Section line and 2450 feet from the E Section line.

Arapahoe 487 a.f./ year

400 g.p.m.

LFHW-1 In the NW 1/4 SW 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 2100 feet from the S Section line and 1200 feet from the W Section line.

Laramie- Fox Hills

155 a.f./ year

200 g.p.m.

LFHW-2 In the NE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1900 feet from the S Section line and 1750 feet from the W Section line.

Laramie- Fox Hills

155 a.f./ year

200 g.p.m.

c. Well Permits: The well permits initially issued for the Wells have expired. Parker will apply to the Office of the State Engineer for new well permits prior to constructing any wells at the new locations. d. Alternate Points of Diversion: The Decree in Case No. 82CW434 provides for multiple wells decreed in the Lower Dawson, Denver and Laramie-Fox Hills aquifers to be used as alternate points of diversion for one another, as further described in paragraph 7 below. e. Lower Dawson Return Requirement: The Decree in Case No. 82CW434 requires that 4% of the total amount of water pumped from the Lower Dawson wells must be returned to the South Platte River system on a monthly basis. Co-Applicants request no change to this requirement. f. Total Amounts Withdrawn: Co-Applicants seek no changes to the total annual amounts decreed for withdrawal from each aquifer in Case No. 82CW434, to wit: a maximum 364 af/y from the Lower Dawson aquifer, a maximum of 422 af/y from the Denver aquifer, a maximum of 487 af/y from the Arapahoe aquifer, and a maximum of 310 af/y from the Laramie-Fox Hills aquifer. CLAIM I 5. New Locations Requested: Parker and Freshfields seek to change the decreed locations for the Wells to the following (as shown on Exhibit B to the Application):

Well No. Location Requested Source Ltdw-1 In the SW 1/4 NW 1/4 Section 26, T6S, R67W of the 6th P.M.,

approximately 2240 feet from the N Section line and 270 feet from the W Section line.

Lower Dawson

Ltdw-2 In the SW 1/4 NE 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 1505 feet from the N Section line and 1870 feet from the E Section line.

Lower Dawson

Ltdw-3 In the NE 1/4 NW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 720 feet from the N Section line and 2450 feet from the W Section line.

Lower Dawson

Ltdw-4 In the NE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1960 feet from the S Section line and 1885 feet from the W Section line.

Lower Dawson

DEN-1 In the SW 1/4 NW 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 2240 feet from the N Section line and 370 feet from the W Section line.

Denver

DEN-2 In the SW 1/4 NE 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 1605 feet from the N Section line and 1870 feet from the E Section line.

Denver

DEN-3 In the NE 1/4 NW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 820 feet from the N Section line and 2450 feet from the W Section line.

Denver

DEN-4 In the NE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1860 feet from the S Section line and 1885 feet from the W Section line.

Denver

Ka-1 In the NE 1/4 NW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 720 feet from the N Section line and 2550 feet from the W Section line.

Arapahoe

LFHW-1 In the SW 1/4 NW 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 2140 feet from the N Section line and 370 feet from the W Section line.

Laramie- Fox Hills

LFHW-2 In the NE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1960 feet from the S Section line and 1985 feet from the W Section line.

Laramie- Fox Hills

CLAIM II 6. Additional Well Locations: Freshfields and Parker seek to obtain confirmation of the right to construct and use additional and/or supplemental points of diversion wells in the Arapahoe & Laramie-Fox Hills Aquifers as described below:

Well No. Location Source Amount Flow Rate Ka-2 In the SW 1/4 NW 1/4 Section 26,

T6S, R67W of the 6th P.M., approximately 2140 feet from the N Section line and 270 feet from the W Section line.

Arapahoe 487 a.f./ year

400 g.p.m.

Ka-3 In the SW 1/4 NE 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 1505 feet from the N Section line and 1770 feet from the E Section line.

Arapahoe 487 a.f./ year

400 g.p.m.

Ka-4 In the NE 1/4 SW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 1860 feet from the S Section line and 1985 feet from the W Section line.

Arapahoe 487 a.f./ year

400 g.p.m.

LFHW-3 In the SW 1/4 NE 1/4 Section 26, T6S, R67W of the 6th P.M., approximately 1605 feet from the N Section line and 1770 feet from the E Section line.

Laramie-Fox Hills

155 a.f./ year

200 g.p.m.

LFHW-4 In the NE 1/4 NW 1/4 Section 35, T6S, R67W of the 6th P.M., approximately 820 feet from the N Section line and 2550 feet from the W Section line.

Laramie-Fox Hills

155 a.f./ year

200 g.p.m.

7. Alternate Points of Diversion: Freshfields and Parker seek to confirm and extend the right, as decreed in Case No. 82CW434, to use the decreed wells in each aquifer as alternate points of diversion for one another, as follows: a. Lower Dawson Alternate Points of Diversion: Pursuant to the terms of the Decree in Case No. 82CW434, each well diverting water from the Lower Dawson aquifer may be used as an alternate point of diversion for the other wells in the Lower Dawson aquifer. The annual amount of water diverted through any well in the Lower Dawson aquifer shall not exceed 125% of the annual appropriation for each well, nor will the amount diverted in any consecutive five-year period from each such well exceed 5 times the annual appropriation of that well. Nothing in this Application requests any changes to this provision for operation of Lower Dawson wells as alternate points of diversion for one another. Co-Applicants seek to confirm that the Lower Dawson wells at the new locations described above may operate as alternate points of diversion for one another, to the same extent permitted by the Decree in Case No. 82CW434. b. Denver Aquifer Alternate Points of Diversion: Pursuant to the terms of the Decree in Case No. 82CW434, each well diverting water from

the Denver aquifer may be used as an alternate point of diversion for the other wells in the Denver aquifer. The annual amount of water diverted through any well in the Denver aquifer shall not exceed 125% of the annual appropriation for each well, nor will the amount diverted in any consecutive five-year period from each such well exceed 5 times the annual appropriation of that well. Nothing in this Application requests any changes to this provision for operation of Denver aquifer wells as alternate points of diversion for one another. Co-Applicants seek to confirm that the Denver aquifer wells at the new locations described above may operate as alternate points of diversion for one another, to the same extent permitted by the Decree in Case No. 82CW434. c. Arapahoe Aquifer Alternate Points of Diversion: Applicants request permission to use the additional Arapahoe aquifer well locations described above within a single water system, to operate the additional Arapahoe aquifer well locations as alternate points of diversion for the decreed Well No. Ka-1, and to allow each of those wells to withdraw some or all of the amount decreed to Well No. Ka-1, consistent with the terms of the Decree in Case No. 82CW434 for multiple wells in other aquifers. d. Laramie-Fox Hills Alternate Points of Diversion: Pursuant to the terms of the Decree in Case No. 82CW434, each well diverting water from the Laramie-Fox Hills aquifer may be used as an alternate point of diversion for the other wells in the Laramie-Fox Hills aquifer. The annual amount of water diverted through any well in the Laramie-Fox Hills aquifer shall not exceed 125% of the annual appropriation for each well, nor will the amount diverted in any consecutive five-year period from each such well exceed 5 times the annual appropriation of that well. Nothing in this Application requests any changes to this provision for operation of Laramie-Fox Hills wells as alternate points of diversion for one another. Co-Applicants seek to confirm that the Laramie-Fox Hills wells at the new and additional locations described above may operate as alternate points of diversion for one another, to the same extent permitted by the Decree in Case No. 82CW434. 8. Parker, Freshfields and their predecessors have planned and developed, and Parker will continue to construct, a municipal water system over a period of several years, constructing wells and other facilities as required by development. In addition to the wells described above, Parker may construct additional, supplemental and/or replacement wells for Well Nos. Ltdw-1, Ltdw-2, Ltwd-3, Ltdw-4, DEN-1, DEN-2, DEN-3, DEN-4, Ka-1, LFHW-1, and LFHW-2 in order to maintain levels of production, to meet municipal water supply system demands, or to recover the entire amounts of Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifer water decreed to the described wells. As additional wells are planned, Parker will apply to the State Engineer for permits for such wells in accordance with C.R.S. § 37-90-137(10). Except as provided in paragraph 29 of the Decree in Case No. 82CW434, no further judicial proceedings shall be required for such wells. 9. Any well drilled within 200 feet of the decreed location will be deemed to be constructed at the decreed well location pursuant to the permit and the decree entered herein. 10. Decreed Uses: The waters of the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers that are the subject of this Application have all been decreed in Case No. 82CW434 for municipal purposes including domestic, agricultural, commercial, industrial, irrigation, stock watering, recreation and fire protection within the South Platte River drainage, including the right of succession of uses until such water is entirely consumed. The water may be used for immediate beneficial use, for storage and subsequent application to beneficial uses, for exchange purposes, and for augmentation and replacement of depletions. These purposes will not be changed by this Application. 11. In addition to the wells described above, Co-Applicants or their successors may construct additional and replacement wells for the wells described herein, and their alternates described herein in conformance with Paragraphs 20 and 22 of the Decree in Case No. 82CW434, C.R.S. § 37-90-137(10) and Statewide Nontributary Rule 12, 2 C.C.R. 402-7, in order to maintain levels of production, to meet municipal water supply system demands, or to recover the entire amount of Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifer water decreed to the described wells. Applicant will apply to the State Engineer for permits for such additional and replacement wells. 12. No changes to the Decree in Case No. 82CW434 are requested, except as specified herein.

07CW317, CITY OF LOVELAND, 500 East Third St., Loveland, Colorado 80537, c/o Brian M. Nazarenus, James M. Noble, RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, CO 80202 (303) 863-7500. Application for Conditional Ground Water Right and Approval of Plan for Augmentation in LARIMER COUNTY. 2. Claim for Ground Water Right. A. Name of Well: Barnes Park Well Enlargement. B. Legal Description of Well: In the Southwest Quarter of the Northwest Quarter

(SW1/4NW1/4) of Section 24, Township 5 North, Range 69 West of the 6th P.M., Larimer County, Colorado, at a point 2487 feet from the North section line and 1236 feet from the West section line of said section. The Barnes Park Well is a pond which has a water surface area of 0.62 acres or less. C. Source: Ground water tributary to the Big Thompson River. D. Date of Appropriation: December 31, 2007. E. How Appropriation was Initiated: Through the filing of this application. F. Date Water Applied to Beneficial Use: N/A. G. Amount Claimed: 700 gallons per minute (1.6 cubic feet per second), CONDITIONAL. H. Uses: Evaporation, parks and recreational, wildlife, piscatorial, aesthetic, and other uses, including municipal use. Water may be fully consumed by evaporation for these purposes. I. Name and Address of Owner of Land on which the Structures are Located: The Barnes Park Well is located on land owned by the City of Loveland Parks and Recreation Department. J. Comments: The original water right for the Barnes Park Well was adjudicated and decreed on December 8, 1987 in Case No. 86CW357 for 500 gallons per minute. The well permit for the Barnes Park Well, as originally decreed, is 032850-F. Under the Barnes Park Well Enlargement, the amount of water withdrawn from the Barnes Park Well will be increased by 700 gallons per minute, to a maximum amount of 1200 gallons per minute for the well. 3. Claim for Plan for Augmentation. A. Structure to be Augmented: The Barnes Park Well Enlargement that is described in Paragraph 2 of this Application will be augmented pursuant to this plan for augmentation. B. Sources of Substitute Supply. Applicant proposes that the following water rights will be used to augment otherwise out-of-priority depletions attributable to the junior water rights described in Paragraph 2 of this Application. i. Windy Gap Project water, which the City of Loveland currently holds or hereafter acquires an interest, and effluent and adjudicated ground water return flows attributable to such water. ii. Other fully consumable water held in the City of Loveland’s Green Ridge Glade Reservoir. iii. Discharge of fully consumable effluent. iv. Colorado-Big Thompson Project (“C-BT”) water. The City of Loveland shall not use Colorado-Big Thompson Project water as a replacement water supply within the Plan for Augmentation herein, unless, prior to such use, the City of Loveland notifies and obtains written approval from the Northern Colorado Water Conservancy District specifically allowing such use. v. Water rights held by the City of Loveland under the decree in Case No. 82CW202A, and all amendatory decrees thereto, and effluent and adjudicated ground water return flows attributable to such water rights. vi. The fully consumable portion of water rights that are the subject of the City of Loveland’s applications in Case Nos. 02CW392, 02CW393, and 02CW394, and fully consumable effluent and adjudicated ground water return flows attributable to such water rights. C. Description of Plan for Augmentation: i. Generally, the sources of substitute supply described above in subparagraph B will be directly delivered by the Farmers Ditch to the Barnes Park Well. ii. In addition, the Applicant seeks the ability to use the above sources of substitute supply to augment the Barnes Park Well Enlargement pursuant to the plan for augmentation decreed in Case No. 86CW357. iii. The Barnes Park Well Enlargement will not result in any additional surface evaporation from the pond that is located at the well beyond the surface evaporation that is already augmented pursuant to the decree entered in Case No. 86CW357. D. Proposed Terms and Conditions Governing Plan for Augmentation: i. The surface area of the pond that is located at the Barnes Park Well shall not be expanded. ii. When substitute supplies are not directly delivered to the Barnes Park Well, monthly net depletions to the Big Thompson River will be replaced when out of priority through delivery of an equal amount on a monthly basis from one or more of the sources of substitute supply described in subparagraph B above, in accordance with the provisions of the plan for augmentation decreed in Case No. 86CW357. iii. Pursuant to C.R.S. § 37-92-305(8), the State Engineer shall curtail all out-of-priority diversions, the depletions from which are not so replaced to prevent injury to vested water rights. WHEREFORE, the City of Loveland Parks and Recreation Department requests the Court enter a decree: (1) establishing the ground water rights sought by this application; (2) approving the water rights listed in Paragraph 3(B) herein as sources of replacement water under the City of Loveland Parks and Recreation Department’s plan for augmentation sought by this application; (3) approving the augmentation of the Barnes Park Well Enlargement pursuant to the provisions of the plan for augmentation for the Barnes Park Well that was decreed in Case No. 86CW357. 07CW318, PUBLIC SERVICE COMPANY OF COLORADO, A COLORADO CORPORATION (“PSCO”), Water Resources, 4653 Table Mountain Drive, Golden, Colorado 80403, c/o Brian M. Nazarenus, Carolyn F. Burr, Olivia D. Lucas, RYLEY, CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, Colorado 80202, (303) 863-7500. Application for Conditional Water Right in CLEAR

CREEK COUNTY. 2. Introduction. In Case No. 94CW028, the Court entered a decree for PSCo’s storage of 590 acre-feet of consumptive use water in Clear Lake Reservoir. PSCo recently discovered that the actual active capacity of Clear Lake is 810 acre-feet. PSCo stored that amount of water during a time of free river in 2007 and now applies for a conditional storage and consumptive use right of the previously undecreed 220 acre-feet capacity of Clear Lake Reservoir (the “2007 Clear Lake Consumptive Use Right”). 3. Claim for Appropriation. 3.1 Name of Structure. Clear Lake Reservoir. 3.2 Legal Description and Location. 3.2.1 Dam. The point on the dam crest over the outlet pipe is located whence the NW Corner, Section 29, T. 4S, R. 74W 6th P.M. bears N. 20 ° 30' 10" W 3614 feet, Clear Creek County. 3.2.2 On Channel Reservoir. Clear Lake Reservoir is in the channel of South Clear Creek and receives water from South Clear Creek and discharges water back to South Clear Creek, Clear Creek County. 3.3 Source. South Clear Creek. 3.4 Date of Appropriation. May 2, 2007. 3.5 Amount. 220 acre-feet, CONDITIONAL. 3.6 How Appropriation Was Initiated. Storage of 220 acre-feet of additional water in Clear Lake Reservoir during a period of free river in 2007. 3.7 Uses. Beneficial consumptive uses of the water stored under the 2007 Clear Lake Consumptive Use Right include power and industrial purposes, including augmentation and replacement of evaporation on a fully consumptive basis, including the right of reuse and successive use to the point of extinction. 4. Names and Address of Owners of Land on Which Structures Are Located. Applicant Public Service Company of Colorado, a Colorado Corporation. WHEREFORE, PSCo requests the Court grant the claim contained in this Application and enter a Decree awarding PSCo a conditional consumptive use water right for the 2007 Clear Lake Consumptive Use Right in an amount of 220 acre-feet. 07CW319 JEFF HUCK, 3330 W. GRAND AVE. ENGLEWOOD, CO 80110. Telephone: (303) 794-8068. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Huck Well. Date of Original Decree: 12/04/2001 in Case No. 96CW1079 in Water Division 1. Legal description: SE1/4, S15, T9S, R75W of the 6th PM at a distance 820 feet from South and 1010 feet from East. Street address: 565 Travois. Subdivision: Indian Mountain, Lot 119, Filing 26. Source: groundwater. Appropriation date: May 31, 1973. Amount: 15 gpm. Use: Household use only. Outline of what has been done toward completion: Construction of temporary bldg, cut out for property entrance. 07CW320 McCanne Ditch and Reservoir Company, 375 Steele Street, Denver, Colorado 80206 (c/o Timothy J. Flanagan, 1640 Grant Street, Denver, Colorado 80203). CONCERNING THE APPLICATION FOR WATER RIGHTS OF MCCANNE DITCH AND RESERVOIR COMPANY, IN ADAMS AND WELD COUNTY. McCanne Ditch, Exclusive Seepage and Waste Ditch Priority No. 1, as decreed in the adjudication of priorities of water rights for the use of water for irrigation and other beneficial uses in Irrigation District No. 2 entered on August 2, 1918, in District Court, City and County of Denver, entitled to Seepage and Waste Ditch Priority No. 1 of March 16, 1892. Said ditch is decreed for a rate of flow of 4 cfs, not to exceed 900 acre-feet per year, for irrigation use and being so limited the ditch is independent of other priorities in said Water District. The source of the ditch is springs percolating, drainage and seepage water. Said gathering portion of the ditch is generally located in Sections 12, 13 and the NW 1/4 of Section 24, T1S, R67W of the 6th P.M. in Adams County (see attached map- Figure 1). This water right was the subject of a prior change case (Case No. 96CW197, Water Division No. 1), which was dismissed by the Water Court and appealed to the Supreme Court, Ready Mixed Concrete Company v. Farmers Reservoir and Irrigation Company, et al., 115 P.3d 638 (Colo. 2005) In that prior change case, the Applicant sought a change of the entire 900 acre-foot right on a fully-consumable basis on the theory that the 1918 decree recognized a “developed water right” since it was granted “independent of the other priorities” in Water Division No. 1. Both Water Judges Hayes and Klein ruled that the water was a “salvage right” and when changed, was limited to the historic consumptive use component and the Water Court was affirmed on appeal, see 115 P.3d 645. Applicant is not requesting to enlarge, expand or increase the decreed quantity of water which may be applied to beneficial use. Applicant only requests that the water right described above be used for augmentation and replacement purposes, in addition to the decreed use. The Applicant understands that the new use of augmentation and replacement will be limited to the historical consumptive use from the decreed usage (see map of historic acreage – Figure 2).

The annual historic consumptive use of the McCanne Ditch deed has been estimated by Applicant’s engineer to be approximately 360 acre-feet on the average per year. The McCanne Ditch has no headgate and all of the water collected in this ditch will be measured and returned to the South Platte River through an existing augmentation station located on the right bank of the South Platte River near the center of the W/2 of S 7, T1S, R67W in Adams County (see Figure 2), immediately downstream of the outfall of the Brighton Water Treatment Plant. The net consumptive use component of the total measured flow will be used as credits to replace depletions to the South Platte River system upstream and downstream of that location. If the net consumptive use component of the historic water right cannot be beneficially used on an instantaneous basis, then the Applicant will place that water in storage for subsequent release to the river system.

07CW321 COLORADO DEPARTMENT OF TRANSPORTATION, Right of Way Director, 4201 E. Arkansas, Denver, CO 80222, Jennifer Mele, Reg. No. 30720, Assistant Attorney General, 1525 Sherman Street, 7th, Denver, Colorado 80203, telephone: (303) 866-5033, APPLICATION FOR APPROVAL OF WELL FIELD OPERATION IN DOUGLAS COUNTY 2. Existing Decrees: Decree entered by this Court on October 12, 1995 in Case No. 95CW34. Under this decree, The State of Colorado, Department of Transportation (CDOT) is entitled to, among other rights, 87.9 acre feet of non tributary water from the Arapahoe aquifer, to be withdrawn at the locations specified therein, namely the land underlying 209 acres of right of way for Interstate 25 including land within and south of the Town of Castle Rock as follows: 49 acres located in Section 11, T8S, R67W, 6th PM; 12 acres located in Section 14, T8S, R67W, 6th PM; 31 acres located in Section 15, T8S, R67W, 6th PM; 40 acres located in Section 22, T8S, R67W, 6th PM; 40 acres located in Section 27, T8S, R67W, 6th PM; 18 acres located in Section 33, T8S, R67W, 6th PM; 20 acres located in Section 34, T8S, R67W, 6th PM. 3. CDOT seeks a decree stating that water from the Arapahoe aquifer decreed to CDOT under 95CW34 can also be withdrawn up to 8,790 AF for a period of 100 years by Castle Rock from any or all of the wells listed or to which are referred in 97CW168 from which Castle Rock withdraws or in the future may withdraw their own Arapahoe aquifer water, including: a. Castle Rock W 204 (CR 204) Permit No.52451-F i. Location: located in the SW 1/4 Section 14, T 8 S, R 67 W, 6th PM, 2450 feet from the south section line and 450 feet from the west section line. ii. Depth: 1860 feet, more or less iii. Amount: 400 g.p.m. or maximum amount which the well can physically produce. As part of a well field, the annual withdrawal from CR 204 will be limited only by its physical capacity, so long as the total water decreed to be withdrawn annually from the Arapahoe aquifer in 97CW168 and 95CW34 is not exceeded by any combination of wells from which the water is pumped and so long as Castle Rock complies with the terms and conditions of this decree and the decree in 97CW168, and all relevant decrees referenced therein. iv. Use: All beneficial uses, including augmentation and storage for subsequent application to beneficial use. b. In addition, CDOT seeks a decree stating that Castle Rock can withdraw CDOT’s Arapahoe aquifer water decreed in 95CW34 from lands overlying the water rights decreed in Case No. 97CW168, as well as land described in the following cases as set forth in 97CW168: i. Case No. 94CW011, Kenneth E. Ash and Town of Castle Rock (Ash); ii. Case Nos. 85CW472, 473, 474, 475, 476, Castle Pines Holdings (Castle Pines Commercial); iii. Case Nos. 84CW109, 110, 113 and 114, Castle Pines Land Company and Diane P. Maher (Maher); iv. Case Nos. 85CW468 – 85CW471, Castle Pines Metro District (Castle Pines); v. Case No. 86CW047, Castle Rock Equities, LLC (Rampart Ventures); vi. Case Nos. 82CW304, 82CW306, 84CW281, First Capital Corp. (Fletcher-Birney); vii. Case No. 84CW173, Heckendorf (Heckendorf) viii. Case Nos. 84CW194, 84CW195, 84CW196, 84CW197, Lincoln Savings and Loan Association (The Meadows); ix. Case No. 86CW072, MSP Investment Co. (Westfield); x. Case No. 79CW365, Park Funding Corp. and Town of Castle Rock (Castle Oaks); xi. Case Nos. 79CW364, 85CW271 and 272, Park Funding Corp. and Town of Castle Rock (Enderud); xii. Case Nos. 85CW266 and 267, Park Funding Corp. and Town of Castle Rock, (Memmen-Young); xiii. Case Nos. 85CW274, 85CW275, 86CW028, Park Funding Corp. and Town of Castle Rock (Metzler); xiv. Case No. 80CW284, Park Funding Corp. and Town of Castle Rock (Mikelson); xv. Case Nos. 85CW260, 85CW261, 86CW029, Park Funding Corp. and Town of Castle Rock (Glen Scott); xvi. Case Nos. 85CW262 and 263, Park Funding Corp. and Town of Castle Rock (Weaver); xvii. Case Nos. 83CW252(A) and 252(B), Plum Creek Joint Venture (Ditmars); xviii. Case Nos. 85CW197, 85CW367, 85CW388 Plum Creek Partners and Town of Castle Rock (EDI); xix. Case No. 86CW377, Town of Castle Rock (Rangeview); xx. Case No. 96CW198, Town of Castle Rock (Castle Ridge);

xxi. Case Nos. 94CW275, 95CW016, U.S. Home Corporation (Red Hawk); xxii. Case No. 95CW182 Stanley Mikelson, et al. (Mikelson); and xxiii. Case No. 96CW162 William B. Graham and Linda C. Graham (Graham). 4. CDOT requests that the Court approve the well field to allow the well owned by Castle Rock and designated as CR 204 or any other well owned by Castle Rock in the above-listed well field, either existing or constructed in the future, to extract water for 100 years pursuant to CDOT’s rights to water in the Arapahoe aquifer decreed in 95CW34. After the 100 year period CDOT will be the sole entity permitted to extract water from the Arapahoe aquifer pursuant to 95CW34. 5. Amounts claimed and pumping rate: The pumping rates of these wells is generally 400 g.p.m., however the maximum pumping rate is the actual rate at which the well can physically pump. However, as stated above, Castle Rock well CR 204 is part of a well field, and the annual withdrawal from these wells will be limited only by their physical capacity, so long as the total water decreed to be withdrawn annually from the Arapahoe aquifer in 97CW168 and 95CW34 is not exceeded by any combination of wells from which the water is pumped and so long as Castle Rock complies with the terms and conditions of this decree and the decree in 97CW168. 6. Consumption: Castle Rock may not consume more than 98% of the annual quantity of the nontributary water withdrawn from the Arapahoe aquifer. The relinquishment of 2% of the annual amount of water withdrawn to the stream system, as required by the Denver Basin Rules, may be satisfied by any method selected by Castle Rock and satisfactory to the State Engineer, so long as Castle Rock can demonstrate that an amount equal to 2% of such withdrawals (by volume) has been relinquished to the stream system. 7. Uses: Ground water withdrawn pursuant to this decree may be used for all beneficial uses, which are described in the decree for Case No. 95CW34 as including, but not limited to irrigation, municipal, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protections, fish and wildlife, augmentation, and exchange; including the right to use, reuse and successively use to extinction directly, by exchange, by augmentation, or by sale or lease all of the nontributary ground water in accordance with § 37-82-106(2) and § 37-90-137(a)(c), CRS (2006). 8. Names and Addresses of Owners of Land on which wells operated pursuant to Case No. 97CW168 are located: Town of Castle Rock, 100 Wilcox Street, Castle Rock, CO 80104. Castle Rock owns all well sites under that decree and from which water from the Arapahoe aquifer will be withdrawn pursuant to this decree. 9. Well Field Operation: CDOT has not drilled any wells on the parcels described in 95CW34 and does not currently withdraw any water from the Arapahoe aquifer pursuant to 95CW34. CDOT requests that the wells owned by Castle Rock and designated as CR 204 and other lands described above be considered part of a well field and entitled to withdraw water from the Arapahoe aquifer to which CDOT has rights under 95CW34 for a period of 100 years. Under the terms of the 1997 Exchange Agreement between Castle Rock and CDOT, Castle Rock is entitled to CDOT’s Arapahoe aquifer water for a period of 100 years. After that time Castle Rock has no further interest in that water. Therefore the well field may eventually consist only of wells drilled by CDOT. 10. CDOT requests judicial approval of well field operation under which all of CDOT’s rights to ground water within the Arapahoe aquifer can be withdrawn from a minimum number of wells with maximum flexibility as to pumping rates of such wells. All of the wells described in paragraph 3.a and 3.b above, shall be considered as part of the well field for the Arapahoe aquifer ground water rights decreed in 95CW34. Nothing in this decree shall be construed to extend any rights to Castle Rock in any other ground water rights decreed in 95CW34. 11. It is Castle Rock’s intent to pump CDOT’s Arapahoe aquifer water using existing wells. Each well described above is designated an alternate point of diversion for all of the other wells in that well field. If Castle Rock constructs any additional, alternate or supplemental wells pursuant to 97CW168, each such well shall be automatically a part of the well field requested herein without the necessity to amend this application or any decree entered herein. 12. The average annual amount of water which may be withdrawn from the Arapahoe aquifer under the well field pursuant to 95CW34 is 87.9 acre feet. 13. No legal injury will result to the owner of any vested or conditionally decreed water right from the granting of this application. 14. This Court has jurisdiction over the subject matter of this Application pursuant to § § 97-92-203(1), 37-92-302(2) and 37-90-137(6) C.R.S. WHEREFORE, CDOT requests this Court enter a decree granting the request for approval of well field operation and grant such other and additional relief as it deems proper. Number of Pages of Application – 7 Pages

07CW322 THE CITY AND COUNTY OF DENVER ACTING BY AND THROUGH ITS BOARD OF WATER COMMISSIONERS’ APPLICATION FOR WATER STORAGE RIGHT IN WELD COUNTY, Patricia L. Wells, General Counsel, Michael L. Walker, No. 2828, Casey S. Funk, No. 11638, Daniel J. Arnold, No. 35458, Attorneys for Applicant, the City and County of Denver, acting by and through its Board of Water Commissioners, Address: 1600 West 12th Avenue, Denver, Colorado 80204-3412, Phone Number: 303-628-6460, Fax Number: 303-628-6478, E-mail: casey.funk@denverwater.org. Name, address, and home telephone number of applicant: City and County of Denver acting by and through its Board of Water Commissioners (“Denver”), 1600 W. 12th Ave Denver CO 80204, 303-628-6460. Name of Reservoir: Lupton Lakes Storage Complex. Legal description of location of reservoir complex: Legal Description of proposed storage complex: Parcels 1 and 2 are located in the East Half of Section 18, Township 1 North, Range 66 West of the 6th P.M., County of Weld, State of Colorado, as more particularly described in Exhibit A, attached to the Application. Parcels 6, 7 and 8 are located in the East Half of Section 19, Township 1 North, Range 66 West of the 6th P.M., County of Weld, State of Colorado, as more particularly described in Exhibit A, attached to the Application. B. Legal Description of proposed points of diversion: Proposed Point of Diversion (Alternative 1) is located in the East 1/2 of the SW1/4 of Section 31, Township 1 North, Range 66 West of the 6th P.M., County of Weld, State of Colorado. The final design and location of the proposed diversion facility have not been finalized to provide distanc1/4 of the Northwest 1/4 of Section 19, Township 1 North, Range 66 West of the 6th P.M., County of Weld, State of Colorado. The final design and location of the proposed diversion facility have not been finalized to provide distance from section lines. Source: South Platte River and its tributaries. A. Date of appropriation: July 12, 2006. How appropriation was initiated: Board action authorizing staff to enter into necessary agreements and make payments as required for the acquisition of property to be used for the downstream reservoir project known as the Lupton Lakes. Date water applied to beneficial use: Not applicable. Amount claimed: In acre feet: 11,400 acre feet conditional, with the right to refill an additional 11,400 acre-feet conditional. If off-channel reservoir, rate of diversion in cfs for filling the reservoir: 120 cfs conditional. Use: All municipal uses including but not limited to, domestic, mechanical, manufacturing, industrial, power generation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, recreation, piscatorial, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation and/or replacement, adjustment and regulation of Denver’s water supply system including maintenance of adequate storage reserves and further exchange with the Denver’s system and with other water users. Denver seeks the right to fully consume water stored under this water right either directly, by reuse, successive use, or exchange. Surface area of high water line: 290 acres Total capacity of reservoir in acre feet: 11,400 acre feet Active capacity: 11,400 acre feet. Dead storage: 0 acre feet Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool:

Name of Owner Address G & A Land LLC 1308 7th St Fort Lupton, CO 80621 Ocker WM AKA William (LE) & Ocker Family Realty Trust

9885 E 158 Pl., Brighton, CO 80602

City and County of Denver acting by and through its Board of Water Commissioners

1600 W. 12th Ave., Denver, CO 80204

Remarks or any other pertinent information: The Lupton Lakes Complex consists of two gravel pits that are currently being mined. Mining activities are anticipated to be completed by 2020. Upon completion of mining activities, the gravel pits will be lined and converted to water storage. A map of the Lupton Lakes Complex and proposed points of diversion are attached to the Application as Exhibit B. The actual capacity, maximum depth and surface area will depend on the as-built parameters after the complex is mined, lined and converted to storage. Further, the design and location of the diversion structures have not been finalized. Denver has identified a need of approximately 30,000 acre feet of storage capacity to maximize its reusable return flows of which the subject storage complex will provide 11,400 acre feet. Denver plans to use the storage capacity of the Lupton Lakes complex by (1) recapturing reusable return flows to provide replacement water for exchanges to upstream facilities owned or controlled by Denver under the priorities awarded in C.A. 3635, Case No. W-8783,

and C.A. 3286; (2) recapturing reusable return flows to provide replacement water for future exchanges or for future direct non-potable or potable use; and (3) diverting and storing South Platte water when available under this water right for the uses described above in paragraph 7. 07CW323 The Henrylyn Irrigation District, P. O. Box 85, Hudson, CO 80642, (303) 536-4702 (Steven L. Janssen, 3990 Pleasant Ridge Rd., Boulder, CO 80301; Telephone: (303) 443-4337; Stevenljanssen@cs.com; Application for Water Rights (Surface) in ADAMS, DENVER and WELD COUNTIES. 2. Name of structures: Burlington/O’Brien Canal; Denver-Hudson Canal; Box Elder Creek Discharge; Horse Creek Reservoir; Lord Reservoir #4; Prospect Reservoir; Olds Reservoir; 3. Legal description of each point of diversion: Burlington O’Brian Canal headgate on the East bank of the South Platte River in the SW1/4 of NE1/4, Sec. 14, T3S, R68W of the 6th P.M., at a point approximately 3,084 feet east of the West line and 2,327 feet south of the North line of said Sec. 14 [Latitude 039° 47’ 30.97” N, longitude 104° 58’ 0.92” W] to Denver Hudson Canal bifurcation in the NW/4 of Sec. 33, T1S, R66W of the 6th P.M., at a point approximately 960 feet south of the North line and 2,464 east of the West line of said Sec. 33, each in Adams County, Colorado; 4. Source: South Platte River; 5.A. Date of initiation of appropriation: June 5, 2007; B. How appropriation was initiated: by Adoption of Resolution of the Board of Directors of the Henrylyn Irrigation District; and followed on June 8, 2007 by posting of Notice of Appropriation at Point of Diversion and Box Elder Creek Discharge; C. Date water first applied to beneficial use: June 18–19, 2007; 6. Amount claimed: 150 cubic feet per second for a total of 9,000 acre feet per annum; 92 acre feet claimed Absolute by application to beneficial uses; 8,908 acre feet claimed Conditional for future application to beneficial uses; 7. Uses or proposed uses: All beneficial uses including the right to beneficially use and fully consume such water to extinction through the Henrylyn Irrigation District system by direct beneficial use, storage and subsequent release for beneficial use, reuse, successive use, further exchange, substitute supply and to meet replacement or other obligation for any of other decreed water rights; A. For irrigation: the number of acres historically irrigated: 32,750; the number of acres proposed to be irrigated: 32,750; Legal description of acreage to be irrigated: 32,750 acres in all or a portion of: Sec. 2 through 18, 20, 22, 23, 26 through 28, and 30 all in T1N, R63W of the 6th P.M.; Sec. 22, 23, 25 through 28 and 30 through 35 all in T2N, R63W of the 6th P.M.; Sec. 1, 2, 4, 6, 12, 13, 14, 23 through 26, T1N, R64W of the 6th P.M.; Sec. 14, 18 through 30, 32, 34, 35 all in T2N, R64W of the 6th P.M.; Sec. 1, 2, 3, 10 through 15, 22, 24, 25, 26, 36 T1N, R65W of the 6th P.M.; and Sec. 25 T2N, R65W of the 6th P.M.; all in Weld County, Colorado; Legal Description of Storage Structures: Horse Creek Reservoir located upon the whole or parts of Sec. 31, 32, T1N and Sec. 4, 5, 6, 8 and 17, T1S, R64W the 6th P.M.; Prospect Reservoir located upon the whole or parts of Sec. 25, 26 and 35, T1N, R64W of the 6th P.M.; Lord Reservoir #4 located upon the whole or parts of Sec. 4 and 5, T1N, R63W of the 6th P.M.; and Olds Reservoir located upon the whole or parts of Sec. 21, 22, 27 and 28, T1N, R63W of the 6th P.M.; all in Weld County Colorado for agricultural irrigation upon the lands described above; B. For non-irrigation uses: Augmentation of depletions from tributary groundwater wells within and without the boundaries of the Henrylyn Irrigation District; Underground Storage in Beebe Draw, Box Elder Creek and Lost Creek alluvial aquifers; Recharge of Beebe Draw, Box Elder Creek and Lost Creek alluvial aquifers; Replacement of Designated Groundwater within and without the boundaries of the Henrylyn Irrigation District; Substitution, Transfer and Exchange with other tributary waters within and without the boundaries of the Henrylyn Irrigation District; and all other beneficial uses including Agricultural, Stock Watering, Domestic, Municipal, Industrial, Mechanical, Manufacturing, Power Generation, Fire Protection, Dust Suppression, Street Sprinkling, Sewage Treatment, Irrigation of Parks, Lawns and Grounds, Recreation, Piscatorial, Maintenance and Preservation of Wildlife and Aesthetic Values, Lake and Reservoir Evaporation, Augmentation, Replacement, Adjustment and Regulation of The Henrylyn Irrigation District’s water supply system; 8. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Henrylyn Irrigation District, address above; and Burlington Ditch, Reservoir & Land Co.; Farmers Reservoir & Irrigation Co.; both at 80 So. 27th Ave.; Brighton, CO 80601; 9. Remarks: n/a (4 pages and 1 map) 07CW324 APPLICATION FOR STORAGE RIGHT AND CONFIRMATION OF STORAGE OF

TRANSBASIN WATER IN GEORGETOWN LAKE IN CLEAR CREEK COUNTY. Attorneys for Applicant: Cynthia F. Covell, #10169, Alperstein & Covell, P.C., 1600 Broadway, Suite 2350, Denver, CO 80202, (303) 894-8191. 1. Name, address and telephone number of Applicant: Town of Georgetown (“Georgetown”), c/o Chuck Stearns, Town Administrator, 404 6th Street, Georgetown, CO 80444, (303) 569-2555. Communications, including pleadings regarding this application should be directed to counsel for the applicant, Cynthia F. Covell, at the above address. 2. Introduction: Georgetown owns and operates Georgetown Lake. Georgetown has pending in Case No. 99CW12 an application for storage in Georgetown Lake for 315 acre-feet. After that application was filed, more accurate capacity information confirmed that 386 acre-feet may be stored in Georgetown Lake when it is filled to the level of the spillway. This application seeks a storage right for the additional 71 acre-feet of capacity. In addition, Georgetown is party to a Water Supply and Storage Agreement dated August 17, 2000, with Vidler Water Company, pursuant to which Vidler Water Company agreed to provide Georgetown with 25 acre-feet per year of fully-consumable transbasin water delivered to Georgetown Lake via the Vidler Tunnel, in return for a contractual right to store up to 100 acre-feet of water in Georgetown Lake. Vidler Water Company’s rights under the Water Supply and Storage Agreement have now been assigned to the City of Black Hawk pursuant to a Memorandum of Understanding Concerning Georgetown Lake dated July 24, 2007. By this application, Georgetown also seeks water court confirmation of its storage in Georgetown Lake of the fully-consumable transbasin water provided by the Water Supply and Storage Agreement. STORAGE RIGHT 3. Name of Reservoir. Georgetown Lake. 4. Water Right Description. Georgetown Lake is an on-channel reservoir located in the SE 1/4 and portions of the NE 1/4 of Section 5, and the NE 1/4 of Section 8, Township 4 South, Range 74 West of the 6th P.M. in Clear Creek County, Colorado. The point of diversion is located 800 feet from the East section line and 1900 feet from the North section line of Section 5, Township 4 South, Range 74 West of the 6th P.M. A map showing the location of Georgetown Lake is attached to the application as Exhibit A. 5. Source. Clear Creek, tributary to the South Platte River. 6. Information regarding appropriation. 6.A. Date of appropriation: March 17, 2006. 6.B. How appropriation was initiated: Georgetown intends to appropriate water for Georgetown Lake in an amount equal to the capacity of the lake. Appropriation of the additional 71 acre-feet herein applied for was initiated by determination that the capacity of Georgetown Lake exceeded 315 acre-feet and refinement of capacity calculations in preparation of an accurate area-capacity table which has been used to calculate volumes and evaporation obligations since evaporation releases were made in April, 2006. 6.C. Date water applied to beneficial use: N/A. 7. Capacity: The total capacity of Georgetown Lake is 386 acre-feet, of which 383.3 acre-feet are active capacity, and 2.7 acre-feet are dead storage. 8. Surface area. The surface area of Georgetown Lake at the dam spillway is 62 acres. 9. Amount claimed. 71.0 acre-feet, conditional, with the right to fill and refill when in priority. 10. Proposed uses. Municipal purposes (including but not limited to domestic, commercial, industrial, power, milling, fire protection, sewage treatment, street sprinkling and dust suppression, recreation, piscatorial, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, and irrigation of lawns, gardens, municipal parks and open space, augmentation, and exchange, and a right to refill for all of the above-described purposes. Georgetown proposes to use water stored hereunder directly for general municipal purposes within Georgetown’s existing service area, which is located generally in portions of Section 5, Section 8, and Section 17, T4S, R74W of the 6th P.M. in Clear Creek County, Colorado, and any other places served in the future by Georgetown. Such municipal uses will include irrigation of lawns and gardens within Georgetown’s service area, as well as irrigation of municipal parks, gardens and open space. The total irrigated acreage within Georgetown’s service area is estimated to be approximately 28 acres at full buildout. Georgetown further seeks a decree that water stored in Georgetown Lake pursuant to this application may also be used for augmentation and exchange upon entry of a decree or decrees by water court of an augmentation plan and/or exchange including water stored pursuant to this application. 11. Place of use. Water stored in Georgetown Lake under the storage right herein sought may be used in the service area currently served by Georgetown, or any place served in the future by Georgetown. 12. Evaporation. Georgetown Lake is an on-channel reservoir. Evaporation must therefore be augmented or accounted for by operating the reservoir to account for evaporation loss. Annual net evaporation from Georgetown Lake’s surface area of 62 acres is calculated to be 85.70 acre-feet (1.39 acre-feet per acre), based on free water surface evaporation, effective precipitation, and pre-dam vegetation. Unless evaporation is augmented pursuant to a decreed augmentation

plan or substitute water supply plan, Georgetown will account for reservoir evaporation from a surface area of 62 acres as shown on Table 1, which sets forth a monthly allocation of annual evaporation. Table 1

Month Evaporation (acre-feet)

Month Evaporation (acre-feet)

Month Evaporation (acre-feet)

January 0.00 May 11.01 September 10.53

February 0.00 June 16.28 October 7.18

March 4.79 July 15.33 November 3.35

April 6.22 August 11.01 December 0.00 For accounting purposes, the monthly evaporation loss will be allocated equally throughout the month, and the monthly evaporation loss will be released from the reservoir. The timing of the releases will be at the direction of state water administration officials unless augmented pursuant to a decreed augmentation plan. 13. Remarks: This application is, and is intended to be, consistent with Stipulation between Applicant City of Golden and Town of Georgetown entered in Case No. 98CW448, Water Division No. 1, dated February 26, 2001. Diversions to storage pursuant to the storage right herein applied for will be made pursuant to said stipulation. CONFIRMATION OF STORAGE OF FULLY CONSUMABLE TRANSBASIN WATER 14. Georgetown currently has the contractual right, pursuant to a Water Supply and Storage Contract dated August 17, 2000, between Georgetown and Vidler Water Company (and subsequently assigned to the City of Black Hawk), to delivery of 25 acre-feet annually of fully consumable transbasin water diverted by the Vidler Water Company through the Vidler Tunnel pursuant to water rights known as the Vidler Water Rights. Said 25 acre-feet per year are herein referred to as “Georgetown Vidler Water.” Georgetown claims the right to store Georgetown Vidler Water in Georgetown Lake, and, upon entry of one or more decrees in the Water Court, Water Division No 1, to use, reuse, and successively use to extinction said the Georgetown Vidler Water so stored. The Vidler Water Rights are described as follows: a. 100 consumptive acre-feet of water per year for a total of 361 consumptive acre-feet, and 8.6482 cfs out of a total maximum diversion rate of a total maximum diversion rate of 31.22 cfs, decreed by the District Court in and for Water Division No. 5 (the “Water Court”), in Case No. W-217, as being historically attributable to the following water rights: 14.a.i. Rice Ditch, decreed for 4.50 cfs with a May 3, 1893 appropriation date and a March 2, 1910 adjudication date. The originally decreed headgate of the Rice Ditch is located on the left (south) bank of the Snake River in the NW1/4, SE1/4 of Section 22, T. 5 South, R. 77 W., 6th P.M; 14.a.ii. Soda Creek Ditch, decreed for 2.72 cfs with a July 1, 1900 appropriation date and March 10, 1952 adjudication date. The originally decreed headgate of the Soda Creek Ditch is located on the right (east) bank of Soda Creek at a point whence the South quarter corner of Section 27, T. 5 S., R. 77 W., 6th P.M.. bears South 10Ε 5' East a distance of 940 feet; 14.a.iii. Phillips Ditch, decreed for 4.00 cfs with a June 1, 1904 appropriation date and a March 2, 1910 adjudication date. The originally decreed headgate of the Phillips Ditch is located on the left (west) bank of Keystone Creek in the SW1/4 SW1/4 of Section 14 T. 5 S., R. 77 W. of the 6th P.M.; 14.a.iv. Rice Ditch - Riley Enlargement, decreed for 10.00 cfs with a July 5, 1914 appropriation date and an October 26, 1937 adjudication date. The originally decreed headgate of the Riley Enlargement is located on the left (south) bank of the Snake River at a point whence the SW corner of Section 22, T. 5 S., R. 77 W., 6th P.M. bears S. 54Ε46' West a distance of 3845 feet; and 14.a.v. Rice Ditch - Rice Enlargement, decreed for 10.00 cfs with a July 5, 1914 appropriation date and a March 10, 1952 adjudication date. The originally decreed headgate of the Rice Enlargement is the same as the Rich Ditch - Riley enlargement described above, as said water rights were changed by the Water Court in Case Nos. W-217 and W-2110 to the points of diversion of the Collection System Diversion Points described in paragraph 14 (d) below, for domestic, agricultural, industrial and municipal uses; and 14.b. 25 consumptive acre-feet of water per year out of a total of 52.5 consumptive acre feet, and 1.431 cfs out of a total maximum diversion rate of 3 cfs, decreed by the Summit County District Court in Case No. 2350 as being historically attributable to the

Arduser Ditch, Ditch No. 230, Priority No. 249, decreed by the Summit County District Court in Civil Action No. 1709 for 3 cfs with a September 28, 1934 appropriation date and an October 26, 1937 adjudication date, changed in Case No. 2350 to the points of diversion of the Collection System, described in paragraph 14 (d) below for all beneficial uses; and 14.c. Vidler Tunnel Unit of the Vidler Tunnel Collection System decreed by the Summit County District Court in Civil Action No. 2371 for 39.8 cfs, with a July 28, 1959 appropriation date, and a March 19, 1979 adjudication date, which may be diverted at the Collection System Diversion Points, described in paragraph 14 (d) below, for domestic, agricultural, industrial and municipal uses, 25.2 cfs of which has been decreed as absolute. 14.d. The Collection System referred to in paragraph 14 (a), (b) and (c) above consists of a system of diversion works, ditches, canals, siphons, conduits and pipelines which intercepts and takes water from various named and unnamed tributaries of Peru Creek, as described in Case Nos. W-217 and W-2110, decreed by the Water Court, Water Division No. 5, and transports said water to the west portal of the Vidler Tunnel, where it is carried through the tunnel into the headwaters of Clear Creek for use in the South Platte River system. The west portal of the Vidler Tunnel is located in Section 9, T. 5 S., R. 75 W. of the 6th P.M. in Summit County, Colorado, at a point whence the SW corner of said Section 9 bears S. 85Ε14'08" W., 3361 feet. Water delivered to the headwaters of Clear Creek from the Vidler Tunnel flows directly into Georgetown Lake. No decree entered upon this application will modify or is intended to modify the Vidler Water Rights. 15. Name and address of owner of the land upon which Georgetown Lake is located: Town of Georgetown, 404 6th Street, Georgetown, CO 80444. Wherefore, Applicants respectfully request this Court to enter a decree specifically approving the application for storage right herein requested, and confirming Georgetown’s storage of the Georgetown Vidler Water in Georgetown Lake, and for such other and further relief as this Court deems proper.

07CW325, CITY OF LOVELAND, Department of Water and Power, 200 North Wilson, Building 1, Loveland, CO 80537, c/o Brian M. Nazarenus, James M. Noble, RYLEY, CARLOCK & APPLEWHITE, 1999 Broadway, Ste. 1800, Denver, CO 80202, (303) 863-7500. Application for Change of Water Rights and Appropriative Right of Exchange in LARIMER and WELD COUNTIES. 2. First Claim for Change of Water Rights (“GARD” Water Right). A. Decreed Name of Structure for which Change is Sought: The Consolidated Home Supply Ditch (the “Home Supply Ditch”). The point of diversion for the Home Supply Ditch is on the south side of the Big Thompson River in the Southwest 1/4 of the Southwest 1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M., Larimer County, Colorado. Loveland does not seek to change water rights associated with shares in the Consolidated Home Supply Ditch Company. The water right to be changed in this matter as described in this Paragraph 2 is derived from Loveland’s interest in the Big Thompson Ditch, further described in Paragraph 2(B) below. B. Prior Decrees, Other Documents, and Background: i. Original Adjudication. On May 28, 1883, in an original adjudication of Water District No. 4 in the District Court of Boulder County, the Big Thompson Ditch was decreed Priority No. 1, dated November 10, 1861, for 96.5 cubic feet per second (c.f.s.). The Big Thompson Ditch had a headgate in Section 22, Township 5 North, Range 68 West of the 6th P.M. ii. On January 10, 1903, Loveland’s predecessor in interest, William H. Gard, entered into a water delivery agreement with the Consolidated Home Supply Ditch and Reservoir Company (“Home Supply”). Mr. Gard was the owner of a 1/14 interest in the Big Thompson Ditch water right, or 7 c.f.s. Pursuant to the 1903 Agreement, it was agreed that this 1/14th interest had only been diverted in the amount of 5 c.f.s. since 1898. Home Supply agreed that such 5 c.f.s. could continue to be diverted into the Home Supply Ditch, but that Home Supply would only be obligated to deliver one-half of this water, or 2-1/2 c.f.s. to Gard from the beginning of each irrigation season until noon on July 14th. From noon on July 14th through August 31st, Home Supply would only divert 2-1/2 c.f.s. pursuant to this water right. Under the 1903 Agreement, however, Home Supply was permitted to keep all of this water diverted after noon on July 14th, in exchange for providing 7,857,000 cubic feet of water stored by Home Supply to Mr. Gard (or 180.37 acre feet). iii. Case No. 4081. On April 6, 1903, the District Court of Boulder County entered a Final Order and Decree, which confirmed the change in point of diversion of Mr. Gard’s 1/14th interest in the Big Thompson Ditch water right, and authorized the use of such water for irrigation purposes under the Home Supply Ditch. The 1903 Decree further confirmed that the amount of water diverted pursuant to this 1/14th interest should be 5 c.f.s. from

the beginning of the irrigation season until noon on July 14th, and 2-1/2 c.f.s. from noon on July 14th until midnight on August 31st. iv. Loveland’s Ownership Interest. Loveland is the successor in interest to one-fifth of the 1/14th interest in the Big Thompson Ditch water right, described above in Paragraph 2(B)(ii) (hereinafter, the “Gard water right”). Accordingly, Loveland is the owner of one c.f.s. from the beginning of the irrigation season until noon on July 14th of each year, and 1/2 c.f.s. from noon on July 14th through midnight on August 31st of each year. C. Historic Use: Because of the agreement described in Paragraph 2(B)(ii) above, the Gard water right has historically been used to irrigate land pursuant to leases between Loveland and landowners under the Home Supply Ditch, as well as land irrigated by Home Supply shareholders. The portion of Loveland’s Gard water right not delivered to City of Loveland lessees has been historically used by Home Supply shareholders pursuant to the 1903 Agreement; neither the Home Supply Ditch nor its shareholders have an ownership interest in, or a contractual right to, the continued delivery of such water, nor do they have an ownership interest in or a right to the historic use credits associated with such water. A map depicting the historically irrigated area by Loveland is attached hereto as Exhibit A. The irrigated lands are labeled as the “Haggerty” and “Markham” parcels. The diversion records for diversions into the Home Supply Ditch from 1950 through 2006 is attached as Exhibit B. D. Proposed changes: i. Change in Point of Diversion. Through this application, Loveland seeks to change the points of diversion of the Gard water right to the following alternate points of diversion. A general vicinity map showing the location of these facilities is attached hereto as Exhibit C. 1. Loveland Pipeline: The point of diversion for the Loveland Pipeline is a point located on the north bank of the Big Thompson River in the Northwest 1/4 of the Southwest 1/4 of the Southwest 1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M. 2. Dille Tunnel: The point of diversion for the Dille Tunnel is on the south side of the Big Thompson River in the Northwest 1/4 of the Northwest 1/4 of Section 9, Township 5 North, Range 70 West of the 6th P.M. 3. Loveland Electric Park: A point of diversion at the Loveland Electric Park (Viestenz-Smith Park) on either side of the Big Thompson River at a point in the Northeast 1/4 of the Northwest 1/4 of Section 7, Township 5 North, Range 70 West of the 6th P.M. 4. Consolidated Home Supply Ditch: Described in paragraph 2(A) above. 5. Olympus Tunnel: The point of diversion for the Olympus Tunnel is at the outlet of Lake Estes at Olympus Dam located in the Southeast 1/4 of the Northwest 1/4 of Section 29, Township 5 North, Range 72 West of the 6th P.M. ii. Change in Place and Type of Use. 1. Through this application, Loveland seeks to change the place and type of use of the Gard water right so that it may be used directly or stored and subsequently used, not only for irrigation but for all municipal uses, including without limitation domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection and suppression, sewage treatment, street sprinkling, recreational, aesthetic, piscatorial, wildlife preservation, maintenance of operating detention, replacement, and all other beneficial purposes related to, occurring or deriving from the operation of Loveland’s municipal water and sewer system. 2. Loveland will maintain the historic return flows from the Gard water right that accrued to the Big Thompson and Little Thompson Rivers through deliveries to the Big Thompson River of fully consumable water owned by Loveland. Replacement water to offset historic ditch losses attributable to the Gard water right will not be delivered to the Home Supply Ditch, and will instead be directly delivered to the Big Thompson River. 3. Through this application, Loveland also seeks to change the type of use of the Gard water right to allow use by exchange. Accordingly, Loveland seeks to add the Gard water right as a substitute source of supply for the appropriative right of exchange applied for in Water Division No. 1 Case No. 02CW394. The application in that case includes “[s]uch other reusable sources of water that Loveland now holds or may hereafter acquire an interest in” as a listed source of substitute supply. The water right changed in this case would properly be included in that category. iii. Places of Storage. After the Gard water right is changed to allow storage, Loveland may store such water at the following locations: 1. Green Ridge Glade Reservoir (also known as Loveland Municipal Reservoir). The east dam abutment of Green Ridge Glade Reservoir is located in the West 1/2 of the Northwest 1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M. 2. Other Potential Storage Locations: Loveland reserves the right to store water decreed under this application at any other storage location legally available to Loveland, subject to such terms and conditions as the Court may decide are necessary and appropriate. iv. Right of Reuse: Loveland seeks the right, once all return flow obligations have been met, to use, reuse, successively use, and dispose of to extinction all water diverted under the subject water rights, including the right to use, reuse, successively use, and dispose of the

historic consumptive use credits associated with the subject water rights for all lawful purposes, including but not limited to use as a substitute source of supply for augmentation and/or exchange, and including uses outside of Loveland’s service area by lease, trade, exchange, sale or such other arrangement entered into by Loveland. v. Municipal Irrigation Return Flows: To the extent that consumptive use credits attributable to the Gard water right are used for irrigation of lawns, parks, golf courses, system flushing, and other uses that result in return flows to the Big Thompson River, Loveland seeks the right to quantify the amount and timing of such return flows, and the right to reuse, successively use, and dispose of these return flows to extinction. E. Ownership Information: i. Loveland Pipeline is owned by the City of Loveland, Department of Water and Power, 200 North Wilson Avenue, Loveland, Colorado 80537. ii. Dille Tunnel is owned by the United States Bureau of Reclamation, Eastern Colorado Projects Office, 11056 WCR 18 E, Loveland, Colorado 80537. iii. Loveland Electric Park (Viestenz-Smith Park) is owned by the City of Loveland, Department of Water and Power, 200 North Wilson Avenue, Loveland, Colorado 80537. iv. Home Supply Ditch is owned by the Consolidated Home Supply Ditch and Reservoir Company, 1650 West 8th Street, Loveland, Colorado 80537. v. Olympus Tunnel is owned by United States Bureau of Reclamation, Eastern Colorado Projects Office, 11056 WCR 18 E, Loveland, Colorado 80537. vi. Green Ridge Glade Reservoir (Loveland Municipal Reservoir) is owned by the City of Loveland, Department of Water and Power, 200 North Wilson Avenue, Loveland, Colorado 80537. F. Proposed Terms and Conditions. Terms and conditions imposed on Loveland’s change of the Gard water right shall include the following: i. Maximum annual volumetric diversions at the alternate points of diversion will be imposed, based on the limits contained in Case No. 4081, described above, in the amount of 1 c.f.s. from the beginning of the irrigation season through noon on July 14th of every year, and 1/2 c.f.s. from noon on July 14th until midnight on August 31st of every year. ii. Twenty year maximum diversion limitations will be imposed, based on historic diversions for use by Loveland and its lessees, as well as use by Home Supply and its shareholders. iii. Maximum monthly diversion limitations will be imposed, based on historic diversions for use by Loveland and its lessees, as well as use by Home Supply and its shareholders. iv. Maximum net depletions will be established for the diversion season when there is a valid downstream call senior to 2007 on the Big Thompson River or the South Platte River. Such maximum net depletions shall be based on historic use by Loveland and its lessees, as well as use by Home Supply and its shareholders. v. Return flow replacements will be made outside of the irrigation season when there is a valid downstream call senior to 2007. vi. Loveland will obtain permission from the owners of the structures listed herein that are not owned by Loveland prior to using such structures. vii. Such other terms and conditions necessary and required by law to protect other water users from injury. 3. Second Claim for Change of Water Rights (“HEIKES” Water Right). A. Decreed Name of Structure for which Change is Sought: The Hillsborough Ditch. The point of diversion for the Hillsborough Ditch is on the south side of the Big Thompson River in the Southeast 1/4 of the Northwest 1/4 of Section 21, Township 5 North, Range 68 West of the 6th P.M., Larimer County, Colorado. Loveland does not seek to change water rights associated with shares in the Consolidated Hillsborough Ditch Company. The water right to be changed in this matter pursuant to this Paragraph 3 are derived from Loveland’s interest in the Big Thompson Ditch, further described in Paragraph 3(B) below. B. Prior Decrees, Other Documents, and Background: i. Original Adjudication. On May 28, 1883, in an original adjudication of Water District No. 4, the Big Thompson Ditch was decreed Priority No. 1, from November 10, 1861, in Case No. 1725, Boulder County District Court, for 96.5 cubic feet per second. The Big Thompson Ditch had a headgate in Section 22, Township 5 North, Range 68 West of the 6th P.M. ii. Case No. 3666. On April 27, 1926, the District Court of Larimer County entered a decree, which held that the Consolidated Hillsborough Ditch Company was required to carry 1.75 cfs of Priority No. 1, which was jointly owned by W. B. Harris and G. Jos. LaJeunesse. The decree further permitted the Consolidated Hillsborough Ditch Company to make a deduction for loss by seepage and evaporation in the amount of 11/55 of each cubic foot of water carried in the ditch. iii. Loveland’s Ownership Interest. Loveland is the owner of an undivided one-half interest in 1.75 cfs of Priority No. 1, as evidenced by a deed from Jo Anne Heikes to the City of Loveland, dated December 2, 1964 (hereinafter, the “Heikes water right.”) Ms. Heikes had obtained the water right through a warranty deed from D. R. Pulliam, dated November 22, 1960. Mr. Pulliam had obtained the water right through a warranty deed from William B. Harris, dated January 15, 1940. Mr. Harris was one of the parties to Case No. 3666, described above. Mr. Harris had obtained the water right through a warranty deed from George W. Lytle dated December 12, 1907. Mr. Lytle

was one of the original cotenants of the Priority No. 1 water right, as described in the original adjudication decree. C. Historic Use. The Heikes water right has historically been used to irrigate land pursuant to leases between Loveland and landowners under the Hillsborough Ditch. The portion of Loveland’s Heikes water right not delivered to City of Loveland lessees may have been historically used by Hillsborough shareholders; however, neither the Hillsborough Ditch nor its shareholders have an ownership interest in, or a contractual right to, the continued delivery of such water, nor do they have an ownership interest in or right to the historic use credits associated with such water. A Map depicting the historically irrigated area by Loveland is attached hereto as Exhibit A. The irrigated land is labeled as the “Flying W Ranch” parcel. The diversion records for diversions into the Hillsborough Ditch from 1950 through 2006 is attached as Exhibit D. D. Proposed changes: i. Alternate Points of Diversion. Through this application, Loveland seeks to add the following alternate points of diversion for the Heikes water right. A general vicinity map showing the location of these facilities is attached hereto as Exhibit C. 1. Loveland Pipeline: The point of diversion for the Loveland Pipeline is described in Paragraph 2(D)(i)(1) above. 2. Dille Tunnel: The point of diversion for the Dille Tunnel is described in Paragraph 2(D)(i)(2) above. 3. Loveland Electric Park (Viestenz-Smith Park): The point of diversion for the Loveland Electric Park is described in Paragraph 2(D)(i)(3) above. 4. Hillsborough Ditch: described in Paragraph 3(A) above. 5. Olympus Tunnel: The point of diversion for the Olympus Tunnel is described in Paragraph 2(D)(i)(5) above. ii. Change in Place and Type of Use. 1. Through this application, Loveland seeks to change the place and type of use of the Heikes water right so that it may be used directly or stored and subsequently used, not only for irrigation but for all municipal uses, including without limitation domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection and suppression, sewage treatment, street sprinkling, recreational, aesthetic, piscatorial, wildlife preservation, maintenance of operating detention, replacement, and all other beneficial purposes related to, occurring or deriving from the operation of Loveland’s municipal water and sewer system. 2. Loveland will maintain the historic return flows from the Gard water right that accrued to the Big Thompson and Little Thompson Rivers through deliveries to the Big Thompson of fully consumable water owned by Loveland. Replacement water to offset historic ditch losses attributable to the Heikes water right will not be delivered to the Hillsborough Ditch, and will instead be directly delivered to the Big Thompson River. 3. Through this application, Loveland also seeks to change the type of use of the Heikes water right to allow use by exchange. Accordingly, Loveland seeks to add the Heikes water right as a substitute source of supply for the appropriative right of exchange applied for in Water Division No. 1 Case No. 02CW394. The application in that case includes “[s]uch other reusable sources of water that Loveland now holds or may hereafter acquire an interest in” as a listed source of substitute supply. The water right changed in this case would properly be included in that category. iii. Places of Storage. After the subject water rights are changed to allow storage, Loveland may store such water at the following locations: 1. Green Ridge Glade Reservoir (also known as Loveland Municipal Reservoir) further described in Paragraph 2(D)(iii)(1) above. 2. Other Potential Storage Locations: Loveland reserves the right to store water decreed under this application at any other storage location legally available to Loveland, subject to such terms and conditions as the Court may decide are necessary and appropriate. iv. Right of Reuse: Loveland seeks the right, once all return flow obligations have been met, to use, reuse, successively use, and dispose of to extinction all water diverted under the Heikes water right, including the right to use, reuse, successively use, and dispose of the historic consumptive use credits associated with the subject water rights for all lawful purposes, including but not limited to use as a substitute source of supply for augmentation and/or exchange, and including uses outside of Loveland’s service area by lease, trade, exchange, sale or such other arrangement entered into by Loveland. v. Municipal Irrigation Return Flows: To the extent that consumptive use credits attributable to the Heikes water right are used for irrigation of lawns, parks, golf courses, system flushing, and other uses that result in return flows to the Big Thompson River, Loveland seeks the right to quantify the amount and timing of such return flows, and the right to reuse and successively use these return flows to extinction. E. Ownership Information: Ownership information for the Loveland Pipeline, Dille Tunnel, Loveland Electric Park, Olympus Tunnel, and Green Ridge Glade Reservoir is provided in Paragraph 2(E) above. The Hillsborough Ditch is owned by the Consolidated Hillsborough Ditch Company, 612 Charlotte Street, Johnstown, Colorado 80534. F. Proposed Terms and Conditions. Terms and conditions imposed on Loveland’s change of the Heikes water right shall include the following: i. Maximum

annual volumetric diversions at the alternate points of diversion will be imposed, based on the historic annual use of the subject water right during the irrigation season. ii. Twenty year maximum diversion limitations will be imposed, based on historic diversions for use by Loveland and its lessees. iii. Maximum monthly diversion limitations will be imposed, based on historic diversions for use by Loveland and its lessees. iv. Maximum net depletions will be established for the diversion season when there is a valid downstream call senior to 2007 on the Big Thompson River or the South Platte River. Such maximum net depletions shall be based on historic use by Loveland and its lessees. v. Return flow replacements will be made outside of the irrigation season when there is a valid downstream call senior to 2007. vi. Loveland will obtain permission from the owners of the structures listed herein that are not owned by Loveland prior to using such structures. vii. Such other terms and conditions necessary and required by law to protect other water users from injury. 4. Claim for Appropriative Right of Exchange. A. Structures involved in Exchange: i. Exchange From Structures: 1. Hillsborough Ditch Headgate. The point of diversion for the Hillsborough Ditch is described in Paragraph 3(A) above. ii. Exchange To Structures: 1. Loveland Pipeline. The point of diversion for the Loveland Pipeline is described in Paragraph 2(D)(i)(1) above. 2. Dille Tunnel. The point of diversion for the Dille Tunnel is described in Paragraph 2(D)(i)(2) above. 3. Loveland Electric Park (Viestenz-Smith Park). The point of diversion for the Loveland Electric Park is described in Paragraph 2(D)(i)(3) above. 4. Consolidated Home Supply Ditch: The point of diversion for the Consolidated Home Supply Ditch is described in Paragraph 2(A) above. 5. Olympus Tunnel: The point of diversion for the Olympus Tunnel is described in Paragraph 2(D)(i)(5) above. B. Description of Appropriative Right of Exchange: i. Exchange Reach: The claimed exchange is from the Hillsborough Ditch headgate to the intake of the Olympus tunnel, including diversion by exchange at the intervening exchange-to points described in Paragraph 4(A)(ii) above. ii. Amount of Appropriative Right of Exchange: 1.75 cubic feet per second, CONDITIONAL. iii. Substitute Supply: 1. The Heikes water right, further described in Paragraph 3 of this Application. iv. Appropriation Date: December 28, 2007. v. Uses of Exchanged Water: 1. Loveland seeks the right to directly use, and also to store and subsequently use, water exchanged under this appropriative right of exchange for all decreed uses for the Heikes water right, as described in Paragraph 3(D)(ii) of this Application. 2. Loveland also claims the right to further reuse, successively use, and dispose of to extinction consumable water exchanged under these appropriative rights of exchange for all lawful purposes, including but not limited to use as a substitute source of supply for further augmentation and/or exchange, and including use outside of Loveland’s service area by lease, exchange, sale, or such other arrangement entered by Loveland. C. Ownership of Facilities and Structures: Ownership information for the Loveland Pipeline, Dille Tunnel, Loveland Electric Park, Home Supply Ditch, Olympus Tunnel, and Green Ridge Glade Reservoir is provided in Paragraph 2(E) above. Ownership information for the Hillsborough Ditch is provided in Paragraph 3(E) above. ACCORDINGLY, Loveland requests that the Court enter a decree granting this application for change of water rights as requested herein.

07CW326 In The Matter Of The Application For Water Rights Of Broe Land Acquisitions II, LLC, In WELD And LARIMER COUNTIES, Colorado. Application For Conditional Water Rights And For Approval Of A Plan For Augmentation. 1. Name, Address, and Telephone Number of Applicant: Broe Land Acquisitions II, LLC, 252 Clayton Street, Fourth Floor, Denver, Colorado 80206, (303) 393-8636. Copies of all pleadings to: Richard A. Johnson, Stephen C. Larson, Leah A. Kukowski, Johnson & Repucci LLP, 2521 Broadway, Suite A, Boulder, Colorado 80304. 2. Overview: Applicant is the owner of approximately 2,000 acres of land located in Sections 23, 25, 26, 27, 34, 35, and 36, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado, which has been annexed into the Town of Windsor. The Property is shown on the General Location Map attached as Exhibit A. Applicant intends to construct and operate a non-potable water system for irrigation, process water for commercial and industrial uses, filling and maintaining three reservoirs, and other raw water uses on the Property. Uses planned for the Property include residential, commercial, heavy industrial, light industrial, and recreational ponds. Total irrigated acreage under this plan is estimated to be approximately 500 acres. This Application requests junior conditional groundwater rights for a well field, a junior surface water right, and conditional storage water rights for three on-site reservoirs. It also requests approval of a plan for augmentation to replace out-of-priority depletions resulting from the diversion and use of water under these

new water rights. Out-of-priority depletions will be replaced with fully-consumable changed senior water rights available to Applicant under its ownership of 109 shares in the Whitney Irrigating Ditch Company (“Whitney Shares”). These changed shares will be used in the augmentation plan directly and/or through releases of changed water stored in the three on-site reservoirs. Water stored in-priority under the conditional storage water rights may also be released, as available, as a source of augmentation water. Applicant’s depletions under this plan shall not exceed the amount capable of being augmented in time, location and amount by all augmentation supplies described herein. I. APPLICATION FOR UNDERGROUND WATER RIGHTS. 3. Name of Structures: Broe Well Nos. 1 – 10. 4. Legal Description: Broe Well Nos. 1 through 10 will be located on the Property. It is anticipated that the wells will be in the following five locations: (a) the NE1/4 of the NE1/4 Section 26; (b) the NW1/4 of the NE1/4 Section 26; (c) the NW1/4 of the NW1/4 Section 27; (d) the NE1/4 of the NW1/4 Section 27; and (e) the SW1/4 of the SW1/4 Section 27. All located in Township 6 North, Range 67 West, of the 6th P.M. Applicant reserves the right to locate Broe Well Nos. 1 through 10 anywhere on the Property, so long as it replaces depletions from the wells in time, location and amount. 5. Amounts Claimed: 450 gpm (1.0 cfs), conditional, for each well. Applicant may construct fewer wells with greater production capacity, so long as the total rate of withdrawal for all wells constructed under this decree does not exceed 4,500 gpm (10.0 cfs) annually. 6. Source: Alluvial groundwater tributary to the Cache la Poudre River for all wells. 7. Uses: Irrigation, fire protection, wetlands creation and maintenance, storage, augmentation/replacement and exchange, municipal, commercial, industrial (including process water), recreational, piscatorial, fire protection, fish and wildlife habitat, and aesthetic. 8. Date of Appropriation: December 28, 2007 for all wells. Appropriation was initiated by the filing of this Application. 9. Name of Owner of Land Upon Which Structures Are Located: Applicant. II .APPLICATION FOR SURFACE WATER RIGHT. 10. Name of Structure: Broe Surface Diversion. 11. Legal Description of Points of Diversion: The Broe Surface Diversion water right will be diverted through the following three alternate points of diversion: (a) The Whitney Ditch headgate, which is located on the North side of the Cache La Poudre River in the NW 1/4 of the SE 1/4, Section 19, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. (b) A new diversion structure to be constructed on the North (left) bank of the Cache La Poudre River in the SE 1/4 of the NE 1/4, Section 35, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. (c) A new diversion structure to be constructed on the North (left) bank of the Cache La Poudre River in the N1/2 of the SE 1/4, Section 35, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. 12. Amount Claimed: 20.0 cfs, conditional. 13. Source: Cache La Poudre River. 14. Uses: Irrigation, fire protection, wetlands creation and maintenance, storage, augmentation/replacement and exchange, municipal, commercial, industrial (including process water), recreational, piscatorial, fire protection, fish and wildlife habitat, and aesthetic. 15. Date of Appropriation: December 28, 2007. Appropriation was initiated by the filing of this Application. 16. Name of Owner of Land and Structures: Whitney Irrigating Ditch Company owns the diversion structure described in paragraph 11(a) and Applicant owns the points of diversion described in paragraphs 11(b) and 11(c). III. APPLICATION FOR WATER STORAGE RIGHTS. 17. Names of Structures: Broe Reservoir No. 1; Broe Reservoir No. 2; Broe Reservoir No. 3. 18. Legal Descriptions: (a) Broe Reservoir No. 1 will be located in the East1/2 of Section 35, Township 6 North, Range 67 West, of the 6th P.M. (b) Broe Reservoir No. 2 will be located in the East1/2 of Section 35, Township 6 North, Range 67 West, of the 6th P.M. (c) Broe Reservoir No. 3 will be located in the South1/2 of Section 27, Township 6 North, Range 67 West, of the 6th P.M. 19. Amount Claimed: Broe Reservoir Nos. 1, 2 and 3 are claimed for the following dimensions and capacities: (a) Broe Reservoir No. 1: Storage Capacity: 600 acre-feet, conditional; Surface Area: 30 acres; Dam Height/Length: Broe Reservoir No. 1 will be an excavated gravel pit constructed below surface, that may also have a surrounding embankment that will be less than 10 feet; Active Capacity: 100%; Dead Storage: 0%; (b) Broe Reservoir No. 2: Storage Capacity: 600 acre-feet, conditional; Surface Area: 30 acres; Dam Height/Length: Broe Reservoir No. 2 will be an excavated gravel pit constructed below surface, that may also have a surrounding embankment that will be less than 10 feet; Active Capacity: 100%; Dead Storage: 0%; (c) Broe Reservoir No. 3: Storage Capacity: 600 acre-feet, conditional; Surface Area: 30 acres; Dam Height/Length: Broe Reservoir No. 3 will be an excavated gravel pit constructed below surface, that may also have a surrounding embankment that will be less than 10 feet; Active Capacity: 100%; Dead Storage: 0%. Broe Reservoir Nos. 1, 2 and 3 will be lined structures and will not intercept groundwater. 20. Source: Cache La

Poudre River via the Broe Surface Diversion No. 1, Broe Well Nos. 1-10, surface runoff; and precipitation. In addition to storing water under their own water rights, Broe Reservoir Nos. 1-3 may store consumptive use credits from Applicant’s changed Whitney Shares. 21. Legal Description of Points of Diversion: (a) Broe Surface Diversion alternate points of diversion, which are described in paragraph 11, above. (b) Broe Well Nos. 1 – 10, which are legally described in paragraph 4, above. 22. Rate of Fill: 10.0 cfs, as to each Reservoir. 23. Uses: Irrigation, fire protection, wetlands creation and maintenance, augmentation/replacement and exchange, municipal, commercial, industrial (including process water), recreational, piscatorial, fire protection, fish and wildlife habitat, and aesthetic. 24. Date of Appropriation: December 28, 2007. Appropriation was initiated by the filing of this Application. 25. Name of Owner of Land Upon Which Structures Are Located: Applicant. IV. PLAN FOR AUGMENTATION. Overview. The requested plan for augmentation seeks to replace out-of-priority depletions resulting from operation of the non-potable water system on the property, including reservoir evaporation. Releases to replace out-of-priority depletions, including lagged depletions from well pumping, will be made from water stored in-priority in, or from Applicant’s changed Whitney Shares stored in, Broe Reservoir Nos. 1, 2 and/or 3. 26. Name and Description of Structures to be Augmented: (a) Broe Well Nos. 1 – 10, described in paragraph 4 above. (b) Broe Surface Diversion described in paragraphs 10-11 above. (c) Broe Reservoir Nos. 1-3 described in paragraph 17-18 above. 27. Water Rights to be Used for Augmentation: (a) Fully consumable, historical consumptive use water associated with Applicant’s ownership of one-hundred and nine (109) Whitney Shares. Applicant is requesting a change in use of these 109 shares by separate application to this Court. In prior change cases decreed by this Court involving shares in the Whitney Irrigating Ditch Company (Case Nos. 02CW390 and 02CW331), the historical consumptive use per share has been 14.4 acre-feet and 16.3 acre-feet, respectively. Based on these prior change cases, Applicant’s Whitney Ditch shares are expected to result in approximately 1,700 acre-feet of consumptive use credits. From Previous Decree: The original adjudication of the Whitney Irrigating Ditch water rights was entered by the Larimer County District Court on April 11, 1882 in Case No. CA 0320. The Whitney Ditch was granted two priorities for irrigation use: 48.23 cfs with an appropriation date of September 1, 1862, and 12.95 cfs with an appropriation date on September 10, 1871. The decreed point of diversion for these water rights is the north side of the Cache La Poudre River in the NW 1/4 of the SE 1/4, Section 19, Township 6 North, Range 67 West, of the 6th PM, Weld County. (b) Water stored in-priority under the conditional storage water rights requested in Section III, herein. Depletions under this plan shall not exceed the amount capable of being augmented in time, place and amount by the supplies described above. 28. Projected Demands and Depletions: Demands. Based on current projections, the total anticipated water demands under this plan are estimated to be approximately 2,300 acre-feet annually. This overall water demand is comprised of an estimated 1,000 acre-feet per year for irrigation, an additional 1,000 acre-feet per year for industrial and commercial non-potable water needs (including process water) and approximately 300 acre-feet per year of evaporation replacement from the three Broe Reservoirs. Depletions. Total consumptive use of water under this plan is anticipated to be 1,600 acre-feet annually. These total depletions are comprised of approximately 800 acre-feet of depletions from irrigation, 500 acre-feet from commercial and industrial uses including process water and 300 acre-feet annually from evaporation. Applicant reserves the right to operate this plan for augmentation to replace depletions associated with a different mix of uses on the property other than the mix of uses described herein, so long as total annual depletions do not exceed 1,600 acre-feet, and Applicant’s decreed augmentation source is sufficient to cover such depletions. 29. Operation of Plan for Augmentation: Applicant will release augmentation water on a monthly basis, or otherwise as may be required by the Division Engineer, to replace actual out-of-priority depletions from the augmented structures. Applicant will obtain, as necessary, permission from the Whitney Irrigating Ditch Company to allow Applicant’s use of its headgate and ditch to divert the Broe Surface Diversion water right and fill Broe Reservoir Nos. 1-3. Applicant will install measuring devices and implement such accounting procedures as may be reasonably required by the State or Division Engineer to ensure that depletions are fully replaced in amount, timing and location under this plan. Applicant shall submit accounting information to the Division Engineer on an annual basis, or such other basis as may be required by the State or Division Engineer. WHEREFORE, Applicant requests that this Court enter a judgment and decree which provides as follows: A. Finding that, as a result of Applicant’s requested groundwater rights, surface water right, storage rights, and plan for augmentation, there will be no injury to any owner of, or person entitled to use, water under a vested water

right or a decreed conditional water right; B. Finding that for purposes of demonstrating reasonable diligence on development of these conditional water rights that such rights are part of an integrated water supply system and diligence as to part of such system constitutes diligence as to the whole; C. Granting the conditional groundwater water rights described in Section I above; D. Granting the conditional surface water right described in Section II, above; E. Granting the conditional storage water rights described in Section III above; F. Approving the plan for augmentation described in Section IV above. 07CW327 THE CITY OF BLACK HAWK, P.O. Box 17, Black Hawk, Colorado 80422, (303) 567-2314 (c/o Harvey W. Curtis, Esq., 8310 South Valley Highway, #230, Englewood, Colorado 80112, (303) 292-1144. APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT AND FOR APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE IN GILPIN AND CLEAR CREEK COUNTIES. 2. CONDITIONAL WATER STORAGE RIGHT.2.a. Name of Reservoir: Georgetown Lake/ Black Hawk Storage Right. 2.b. Legal Description of Reservoir: Georgetown Lake is an on-channel reservoir located in the SE 1/4 and portions of the NE 1/4 of Section 5, and the NE 1/4 of Section 8, Township 4 South, Range 74 West of the 6th P.M. in Clear Creek County, Colorado. The point of diversion is located 800 feet from the East section line and 1900 feet from the North section of Section 5, Township 4 South, Range 74 West of the 6th P.M. A map showing the location of Georgetown Lake is attached hereto as Exhibit A. 2.c. Source of Water: Clear Creek, a tributary to the South Platte River. 2.d. Date of Appropriation: December 28, 2007.2.d.(1) How appropriation was initiated: By the filing of the Application in this matter. 2.d.(2) Date water was applied to beneficial use: Not applicable. The water storage right sought in this Application is a conditional water right. 2.e. Total capacity of Georgetown Lake: 386.25 acre-feet. 2.f. Total dead storage: 2.7 acre-feet. 2.g. Amount claimed:100 acre feet, conditional, for Georgetown Lake/Black Hawk Storage Right. 2h.Use: The water diverted under the exchanges described herein will be used for all municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, and replacement, adjustment and regulation of Black Hawk's water supply system, including exchange within Black Hawk's system and with other water users. The water diverted under the proposed exchanges will be used within the City of Black Hawk service area as it presently exists and as it may exist in the future, and in any location capable of service from the exchange-to points. The City of Black Hawk asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.i. Place of use. The place of use for the conditional water storage right applied for herein shall be any place served in the present or in the future by the City of Black Hawk. 3. CONDITIONAL APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE. By this Application, the City of Black Hawk claims the following conditional appropriative rights of substitution and exchange in Clear Creek, North Clear Creek and their tributaries. A map showing the location of the rights of exchange is attached hereto as Exhibit A. 3.a. Black Hawk North Clear Creek Exchange Rights. Under the exchanges, Black Hawk will divert by exchange up to 7 c.f.s from North Clear Creek and its tributaries at each of the points ("exchange-to points") identified in paragraph 3.a.(1), below, for direct use and/or for storage for subsequent use, based upon the introduction of substitute supplies made available under the water rights described in paragraphs 3.a.(2), below ("substitute supplies"). The City of Black Hawk will make the substitute supplies available at the points identified in paragraphs 3.a.(3), below (the "exchange-from points") by making deliveries, by forgoing diversions and/or storage, and/or by releases from storage. 3.a.(1) Names and locations of structures through which or into which water will be diverted and/or stored by exchange (exchange-to points)and the sources at the exchange-to points are as follows: 3.a.(1)(A) Upper North Clear Creek Pump Station No. 1: Located in the NE1/4 SW1/4 of Section 34, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 900 feet from the West section line and 2,100 feet from the South section line of said Section 34. The source of water is North Clear Creek. 3.a.(1)(B) Upper North Clear Creek Pump Station No. 2: Located in the NW1/4 NE1/4 of Section 2, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 1,400 feet from the East section line and 400 feet from the North section line of said Section 2. The source of water is North Clear

Creek. 3.a.(1)(C) Black Hawk North Clear Creek Pump Station (Infiltration Gallery No. 1): Located in the NW1/4 SW1/4 SW1/4 in Section 6, Township 3 South, Range 72 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 500 feet from the West section line and 1,100 feet from the South section line of said Section 6. The source of water is North Clear Creek. 3.a.(1)(D) City of Black Hawk Effluent Diversion: Located in the NE1/4 of SW1/4 of Section 26, Township 3 South, Range 72 West of the 6th P.M., Gilpin County, Colorado, at a point 1,550 feet east of the West section line and 2,100 feet north of the South section line of said Section 26. The source of water is effluent discharged at said location including, but not limited to, the water rights decreed in Case No. 93CW055 on August 22, 2003. 3.a.(1)(E) Black Hawk Chase Gulch Diversion: Located in the SW1/4 NW1/4 of Section 7, Township 3 South, Range 72 West of the 6thP.M., Gilpin County, Colorado, at a point located approximately 900 feet from the West section line and 2,200 feet from the North section line of said Section 7. The source of water is Chase Gulch, a tributary to North Clear Creek. 3.a.(1)(F) Upper North Clear Creek Pumping Station and Pipeline: Located in the NE1/4 of the SW1/4 of Section 34, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point approximately 2,500 feet from the West section line and 1,900 feet from the South section line of Section 34. The source of water is North Clear Creek. 3.a.(1)(G) Pickle Gulch Reservoir: Located in the NW1/4 SE1/4 of Section 35, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis intersecting Pickle Gulch at a point approximately 1,500 feet from the East section line and approximately 1,700 feet from the South section line of said Section 35. The source of water is Pickle Gulch and water in the drainage tributary to Pickle Gulch, a tributary to North Clear Creek, and water diverted from North Clear Creek. 3.a.(1)(H) Missouri Creek Reservoir: Located in the W1/2 of Section 36, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis intersecting Missouri Creek at a point approximately 1,700 feet from the West section line and 2,400 feet from the North section line of said section 36. The source of water is Missouri Creek, and water in the drainage tributary to Missouri Creek, a tributary to North Clear Creek, and water diverted from North Clear Creek. 3.a.(1)(I) Black Hawk Chase Gulch Reservoir: Located in the S1/2 NW1/4 and the N1/2 SW1/4, Section 2, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis to intersect Chase Gulch at a point approximately 1,600 feet from the West section line and 2,400 feet from the North section line of said Section 2. The source of water is water in Chase Gulch and water in the drainage tributary to Chase Gulch, a tributary to North Clear Creek, a tributary to Clear Creek, and water diverted from North Clear Creek by the Upper North Clear Creek Pumping Station and Pipeline. 3.a.(1)(J) Mountain Supply Pipeline: Located in Sections 19, 30, and 31, Township 2 South, Range 72 West of the 6th P.M. and in Section 6, Township 3 South, Range 72 West of the 6th P.M., in Gilpin County, Colorado. The source of water is springs described in the Decree in Case No. W-203, Water Division No. 1. 3.a.(1)(K) North Clear Creek Pumping Station (Black Hawk Pumping Station): Located on the southwest bank of North Clear Creek whence the N1/4 corner of Section 7, Township 3 South, Range 72 West bears north 54º40_ E 3,367.60 feet in Gilpin County, Colorado. The source of water is North Clear Creek. 3.a.(1)(L) Black Hawk Reservoir and Spring: Located in W1/2 SE1/4 NW1/4, Section 7, Township 3 South, Range 72 West of the 6th P.M. in Gilpin County, Colorado. The source of water is Mountain Supply Pipeline and North Clear Creek Pumping Station. 3.a.(1)(M) Black Hawk Four Mile Gulch Well No. 1 (a/k/a Well No. 1): Located at a point in the NE1/4 of the SW1/4, Section 6, Township 3 South, Range 72 West of the 6th P.M., in Gilpin County, Colorado, at a point located approximately 2,600 feet from the South section line and 2,900 feet from the West section line of said Section 6. The source of water is groundwater tributary to Four Mile Gulch, a tributary to North Clear Creek. 3.a.(1)(N) Black Hawk Four Mile Gulch Well No. 2 (a/k/a Well No. 2): Located at a point in the NE1/4 of the SW1/4, Section 6, Township 3 South, Range 72 West of the 6th P.M., in Gilpin County, Colorado, at a point located approximately 2,600 feet from the South section line and 2,900 feet from the West section line of said Section 6. The source of water is groundwater tributary to Four Mile Gulch, a tributary to North Clear Creek. 3.a.(1)(O) Black Hawk North Clear Creek Well (a/k/a Well No. 3): Located at a point in the SW1/4 of the SW1/4, Section 6, Township 3 South, Range 72 West of the 6th P.M., in Gilpin County, Colorado, at a point located approximately 1100 feet from the South section line and 500 feet from the West section line of said Section 6. The source of water is groundwater tributary to North Clear Creek, a tributary of Clear Creek. 3.a.(1)(P) Black Hawk Intake G Well (a/k/a Well No. 4): Located at a point in the SW1/4 of the SE1/4, Section 31, Township 2 South, Range 72 West

of the 6th P.M., in Gilpin County, Colorado, at a point located approximately 1050 feet from the South Section line and 1500 feet from the East Section line of said Section 31. The source of water is groundwater tributary to Four Mile Gulch, a tributary of North Clear Creek. 3.a.(2) Sources of substitute supply: 3.a.(2)(A) Water legally stored by the City of Black Hawk in Georgetown Lake, described above in paragraph 2.b., including, but not limited to, the water rights to be decreed herein and described in paragraph 2, above, and in paragraph 3.b., below. 3.a.(2)(B) Water leased from the City of Golden including, but not limited to, water delivered pursuant to the Assignment and Water Delivery Agreement, dated June 7, 2007, for Vidler Tunnel Water as described in said agreement, and water leased from the City of Golden pursuant to said agreement and stored and released from Guanella Reservoir located in N1/2 of SW 1/4 and NW 1/4 of SE 1/4 of Section 29 and NE 1/4 of SE 1/4 of Section 30, Township 3 South, Range 74 West of the 6th P.M., Clear Creek County, Colorado. 3.a.(3) Points at which the City of Black Hawk shall make substitute supplies available to allow diversion by exchange at exchange-to points ("exchange-from points"): 3.a.(3)(A) Confluence of Clear Creek and North Clear Creek located in the NE1/4 SW1/4 of Section 36, Township 3 South, Range 72 West of the 6th P.M., Clear Creek and Gilpin Counties, Colorado. 3.a.(4) Date of appropriation: 3.a.(4)(A) Date of initiation of appropriation: December 28, 2007. 3.a.(4)(B) How appropriation was initiated: By the filing of the Application herein. 3.a.(4)(C) Date water applied to beneficial use: Not applicable. The rights of substitution and exchange claimed in this Application are conditional water rights. 3.a.(5) Amount claimed: 7 c.f.s. 3.b. Black Hawk Clear Creek Exchange Rights. Under the exchanges, Black Hawk will divert by exchange up to 14 c.f.s from Clear Creek and its tributaries at points ("exchange-to points") identified in paragraph 3.b.(1), below, for direct use and/or for storage for subsequent use, based upon the introduction of substitute supplies made available under the water rights described in paragraphs 3.b.(2), below ("substitute supplies"). The City of Black Hawk will make the substitute supplies available at the points identified in paragraphs 3.b.(3), below (the "exchange-from points") by making deliveries, by forgoing diversions and/or storage, and/or by releases from storage. 3.b.(1) Names and locations of structures through which or into which water will be diverted and/or stored by exchange ("exchange-to points") and the sources at the exchange-to points are as follows: 3.b.(1)(A) Georgetown Lake: at the location described in paragraph 2.b., above. The source of water is Clear Creek. 3.b.(2) Sources of substitute supply: 3.b.(2)(A) Water legally diverted or divertable by the City of Black Hawk at the Hidden Valley Surface Water Diversion Point located in the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 1,000 feet West of the East boundary of Section 32 and 2,140 feet South of the North boundary of Section 32, Clear Creek County, Colorado, including, but not limited to, water attributable to Black Hawk’s proportionate interest in the Church Ditch (a/k/a The Golden, Ralston Creek and Church Ditch) exchanged to the Hidden Valley Surface Water Diversion Point pursuant to the decree entered in Case No. 92CW059, and which will then be exchanged to Georgetown Lake pursuant to the rights of exchange described in this paragraph 3.b. 3.b.(2)(B) Water legally diverted or divertable by the City of Black Hawk at the Hidden Valley Groundwater Diversion Point located in the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 800 feet West of the East boundary of Section 32 and 2,030 feet South of the North boundary of Section 32, Clear Creek County, Colorado, including, but not limited to, water attributable to Black Hawk’s proportionate interest in the Church Ditch (a/k/a The Golden, Ralston Creek and Church Ditch) exchanged to the Hidden Valley Ground Water Diversion Point pursuant to the decree entered in Case No. 92CW059, and which will then be exchanged to Georgetown Lake pursuant to the rights of exchange described in this paragraph 3.b. 3.b.(2)(C) Water and water rights delivered to the City of Black Hawk by the Adolph Coors Company, including water delivered pursuant to the lease agreement dated March 10, 1992, as amended, and Raw Water Agreement dated September 29, 2006. 3.b.(2)(D) Water stored and released from leased from Guanella Reservoir pursuant to the lease described in paragraph 3.a.(2), above. 3.b.(2)(E) Water delivered to North Clear Creek at the Black Hawk-Central City Sanitation District Wastewater Treatment Plant at the location described in paragraph 3.a.(1)(D), above. 3.b.(3) Points at which the City of Black Hawk shall make substitute supplies available to allow diversion by exchange at exchange-to points ("exchange-from points"): 3.b.(3)(A) Hidden Valley Surface Water Diversion Point located in the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 1,000 feet West of the East boundary of Section 32 and 2,140 feet South of the North boundary of Section 32, Clear Creek County,

Colorado. 3.b.(3)(B) Hidden Valley Groundwater Diversion Point located in the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 800 feet West of the East boundary of Section 32 and 2,030 feet South of the North boundary of Section 32, Clear Creek County, Colorado. 3.b.(3)(C) Confluence of Clear Creek and the West Fork of Clear Creek located in the NW 1/4 of the SE 1/4 of Section 27, Township 3 South, Range 74 West of the 6th P.M., at a location approximately 2,150 feet west from the east section line and approximately 2,020 feet north from the south section line of said Section 20, Clear Creek County, Colorado. 3.b.(4) Date of appropriation: 3.b.(4)(A) Date of initiation of appropriation: December 28, 2007. 3.b.(4)(B) How appropriation was initiated: By the filing of the Application in this matter. 3.b.(4)(C) Date water applied to beneficial use: Not applicable. The rights of substitution and exchange claimed in this Application are conditional water rights. 3.b.(5) Amount claimed: 28 c.f.s. Applicant proposes that, at times, this exchange will be operated in conjunction with the exchanges decreed in Case No. 92CW059. 3.c. Use or proposed use: The water diverted under the exchanges described in paragraphs 3.a. and 3.b., above, will be used for all municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, and replacement, adjustment and regulation of Black Hawk's water supply system, including exchange within Black Hawk's system and with other water users. The water diverted under the proposed exchanges will be used within the City of Black Hawk service area as it presently exists and as it may exist in the future, and in any location capable of service from the exchange-to points. The City of Black Hawk asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. The City of Black Hawk further requests the Court decree that: Black Hawk shall at all times be entitled to fully consume the same amount of water diverted by exchange as the amount of decreed fully-consumable water being simultaneously delivered to or made available at the exchange-from points under the subject water rights; Black Hawk shall be entitled to divert by exchange, based upon the delivery at the exchange-from points of water for which Black Hawk has the right to only a single use, provided that Black Hawk shall only be entitled to a single use of water diverted at the exchange-to points based upon delivery of single use water at the exchange-from points; and to the extent that Black Hawk has the decreed right to fully consume water diverted under the exchanges, Black Hawk shall be entitled to fully consume such water by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. 3.d. Place of Use: The place of use is the service area of the City of Black Hawk as it presently exists and as it may exist in the future. 3.e. Names and addresses of owners of land on which the points of diversion (exchange-to points) are located: Upon information and belief, the points described in paragraphs 2, 3.a.(1), and 3.b.(1), above, are located on lands owned by the persons or entities identified in Exhibit B attached hereto, and hereby incorporated. WHEREFORE, Applicant respectfully requests that the Court enter a decree granting the conditional water storage right and the conditional appropriative rights of substitution and exchange requested by this Application and granting such other relief it deems proper. 10 pages (4 pages Exhibits). 07CW328. 1. Name and Address of Applicant: Soldier Canyon Filter Plant, 4424 La Porte Avenue, Fort Collins, CO 80521; North Weld County Water District, 33247 Highway 85, Lucerne, CO 80646; East Larimer County Water District, P.O. Box 2044, Fort Collins, CO 80522; Fort Collins-Loveland Water District, 4700 South College Avenue, Fort Collins, CO 80525. All future correspondence and pleadings to: Daniel K. Brown, Fischer, Brown & Gunn, P.C., 1319 East Prospect Road, Fort Collins, CO 80522, (970) 407-9000. APPLICATION FOR APPROPRIATIVE RIGHTS OF EXCHANGE IN LARIMER COUNTY.. 2. Purpose of Application: Applicants seek a decree in accordance with the provisions of Sections 37-80-120(2), (3) and (4), 37-83-104, and 37-92-305(10) C.R.S. for the conditional and absolute appropriative rights of exchange described herein. 3. Exchange Reach: The upstream and downstream exchange points of the reaches of the exchanges are identified and described as follows: A. Exchange from Points: (Points of water release in substitution and/or exchange): a. Halligan Reservoir located in parts of Secs. 33 and 34, the NE 1/4 of Sec. 32, and the SE 1/4 of Sec. 29, T11N, R71W, 6th P.M. b. Milton-Seaman Reservoir located in parts of Secs. 28 and 33, T9N, R70W. c. The confluence of the Cache la Poudre River and the North Fork of the Cache la Poudre

River (sometimes referred to herein as the “Cache la Poudre/North Fork Confluence), located in the SW 1/4 of Sec. 33, T9N, R70W, 6th P.M., in Larimer County. d. The Hansen Supply Canal, which discharges into the Cache la Poudre River at a point located in the NE 1/4 of Sec. 15, T8N, R70W, 6th P.M. B. Exchange-To Points (Points of diversion by exchange): a. Worster Reservoir, a/k/a Eaton Reservoir, an on-channel reservoir on Sheep Creek, a tributary to the North Fork of the Cache la Poudre River, located in parts of Sec. 8, the South 1/2 of Sec. 5, and the East 1/2 of Sec. 7, T11N, R74W, 6th P.M. b. Halligan Reservoir, an on channel reservoir located on the North Fork of the Cache la Poudre River located in parts of Sec. 33 and 34, the NE 1/4 of Sec. 32, and the SE 1/4 of Sec. 29, T11N, R71W, 6th P.M. c. Milton-Seaman Reservoir, an on-channel reservoir on the North Fork of the Cache la Poudre River located in parts of Secs. 28 and 33, T9N, R70W. d. The Munroe Gravity Canal, a/k/a North Poudre Supply Canal. The headgate of the Munroe Gravity Canal is located on the east bank of the Cache La Poudre River in the SW1/4 of the NE1/4 of Sec. 5, T8N, R70W, at a point whence the SE corner of said Sec. 5 bears South 37°27’30” East 3,647.5 feet, which diverted water will then be diverted through the Pleasant Valley Pipeline which will begin on the South bank of the Munroe Gravity Canal in the SW1/4 of the SE1/4 of Sec. 3, T8N, R70W, at a point 1950 feet west and 320 feet north of the SE corner of Sec. 3, T8N, R70W, and will extend generally southward to the Soldier Canyon Filter Plant, located in the NE1/4 of Sec. 7, T7N, R70W, 6th P.M. e. The North Poudre Canal. The headgate of the North Poudre Canal is located on the east bank of the North Fork of the Cache la Poudre River at a location in the SW 1/4 of the SE 1/4 of the SE 1/4 of Sec. 12, T10N, R71W, 6th P.M. 4. Amounts claimed. Table 1 below is a matrix of the claimed exchanges which represents the actual appropriative rights sought herein, including the rates (in cfs) claimed for each exchange. Each exchange is claimed as conditional, with the exception of the Hansen Supply Canal to Munroe Canal exchange of which 10 cfs is claimed as absolute and 240 cfs is claimed as conditional, and the Cache la Poudre/North Fork Confluence to Munroe Canal of which 10.2 cfs is claimed as absolute and 239.8 cfs is claimed as conditional. TABLE 1 Exchange To Points Exchange From Points

Worster Reservoir

Halligan Reservoir

North Poudre Canal

Milton Seaman Reservoir

Munroe Canal

Halligan Reservoir

300 ---- ---- ---- ----

Milton-Seaman Reservoir

300 500 300 ---- ----

Cache la Poudre/North Fork Confluence

300 500 300 500 250

Hansen Supply Canal

300 500 300 500 250

5. Source. The exchanges will appropriate exchange potential in the Cache la Poudre River, and the North Fork of the Cache la Poudre River including Sheep Creek, a tributary to the North Fork of the Cache la Poudre River. 6. Dates of Appropriation and Initiation. The appropriation date for each of the claimed exchanges, with the exception of the Hansen Supply Canal to Munroe Canal exchange and the Cache la Poudre/North Fork Confluence to Munroe Canal, is on or after December 10, 2007. The formation of intent was manifested in the Amended Resolution of the Board of Directors of the North Weld County Water District dated December 10, 2007, the Amended Resolution of the Board of Directors of the East Larimer County Water District dated December 11, 2007, the Amended Resolution of the Board of Directors of the Fort Collins-Loveland Water District dated December 18, 2007, and by filing this application. With respect to the Hansen Supply Canal to Munroe Canal exchange, the date of appropriation is on or after February 6, 1997, as evidenced by Applicants’ intent to divert coupled with substantial steps toward the application of the water to beneficial use and overt acts constituting legal notice to interested persons of Applicant’s intent to plan and construct the Pleasant Valley

Pipeline and divert water by exchange at the Munroe Canal for delivery to the Pleasant Valley Pipeline, and by actual operation of the exchange in coordination with the District 3 Water Commissioner beginning on July 4, 2005 at a maximum rate of 10 cfs. With respect to the Cache la Poudre/North Fork Confluence to Munroe Canal exchange, the date of appropriation is February 6, 1997, as evidenced Applicants’ intent to divert coupled with substantial steps toward the application of the water to beneficial use and overt acts constituting legal notice to interested persons of Applicant’s intent to plan and construct the Pleasant Valley Pipeline and divert water by exchange at the Munroe Canal for delivery to the Pleasant Valley Pipeline, and by actual operation of the exchange beginning on May 24, 2005 at a maximum rate of 10.2 cfs, via a release of water stored in Worster Reservoir to the confluence of the Cache la Poudre River and the North Fork of the Cache la Poudre River for subsequent diversion by exchange at the Munroe Canal in coordination with the District 3 Water Commissioner. 7. Water Rights to be used for Substitute Supply: The Applicants, either collectively or individually, own or will own water rights, that can be delivered (either directly or following storage) down the North Fork of the Cache la Poudre River to its confluence with the mainstem of the Cache la Poudre River or to the Cache la Poudre River (either directly or following storage) from the Hansen Supply Canal, including rights that have previously been decreed for or will be decreed for storage in Halligan Reservoir, Milton-Seaman Reservoir Worster Reservoir and/or Horsetooth Reservoir. The Applicants also plan to obtain rights to water stored in these reservoirs by others through contract and other exchanges. The intent of the Applicants is to utilize, individually or collectively, all sources of water it owns or controls, either now or in the future, that can be release and diverted by operation of the exchanges described in Table 1 including: A. Water owned, to be owned, or controlled by the Applicants, or any of them, in, or naturally tributary to, the Cache La Poudre River. B. Water owned, to be owned, or controlled by the Applicants, or any of them, in, or naturally tributary to, the North Fork of the Cache La Poudre River. C. Water owned, to be owned, or controlled by the Applicants, or any of them, in, or naturally tributary to, the Laramie River or Sand Creek. D. Water owned, to be owned, or controlled by the Applicants, or any of them, in, or naturally tributary to, the Colorado River, including but not limited to water available pursuant to Colorado Big-Thompson allotment contracts and water rights decreed to the Windy Gap Project, transmountain water diversion projects that deliver water from the Colorado River Basin to the South Platte River Basin. E. Any water rights or rights to water acquired by the Applicants, or any of them, in the future to the extent such rights are or become decreed for diversion and use as contemplated herein. 8. Proposed Use. The water diverted by exchange will be subsequently used for all beneficial purposes within the service areas of the said districts as they now exist or may exist in the future, including irrigation, industrial, manufacturing, drinking water, firefighting and suppression, street cleaning, recreational and piscatorial uses, wildlife habitat, wetlands creation and maintenance, to include constructed wetlands, mechanical, generation of electrical energy, sewage treatment, watering of parks, lawns and grounds and adjustment and regulation of the municipal water system served by the Soldier Canyon Filter Plant. Such waters may also be used for augmentation, substitute supply and/or exchange purposes. Said exchange will take place after a release of water (either directly or following storage) in Halligan Reservoir, Seaman Reservoir or Worster Reservoir that is delivered down the North Fork of the Cache la Poudre River to its confluence with the mainstem of the Cache la Poudre River, or by releases from Horsetooth Reservoir to the Cache la Poudre River via the Hansen Supply Canal. The maximum simultaneous operation of the exchanges will be limited to 500 cfs. 9. 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. 10. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. The Applicants do not plan to construct any new diversion or storage structure or to modify any existing diversion or storage structure. Upon information and belief, the land upon which the above described reservoirs and structures are located are as follows: A. City of Fort Collins Utilities, 700 Wood St., P.O. Box 580, Fort Collins, CO 80522. B. City of Fort Collins Water Department, Attn: Natural Resources, P.O. Box 580, Fort Collins, CO 80522. C. North Poudre Irrigation Company, 3729 Cleveland Avenue, P.O. Box 100, Wellington, CO 80549. D. Free Enterprises, Inc., c/o Lee Stark, 1803 Garfield Ave., Loveland, CO 80537. E. State of Colorado, Division of Wildlife, 6060 Broadway Ave., Denver, CO 80216. F. United States of America - Bureau

of Land Management, 1037 20th Street, Denver, CO 80202. G. Phantom Canyon Ranch Company, 851 County Rd. 76 H, Livermore, CO 80536. H. The Landowners Assoc. for Phantom Canyon Ranches, c/o Dale Lake, 939 Travis Road, Fort Collins, CO 80524. I. The Landowners Assoc. for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Ct., Fort Collins, CO 80525. J. Gary C. and Mary J. Packard, 865 Three Corner Gate Rd., Livermore, CO 80536. K. Meadow Creek Cabin Assoc., LLC, c/o Sandy Beardmore, 2212 Kiowa Ct., Fort Collins, CO 80525. L. Catherine A. Roberts, P.O. Box 250, Livermore, CO 80536-0250. L. T.J. Mac, Ltd, P.O. Box 9, Greeley, CO 80632-0009. M. City of Greeley, 808 23rd Avenue, Greeley, CO 80631. N. Bureau of Reclamation, 11056 W. County Road 18E, Loveland, CO 80537. O. United States Department of Agriculture, Forest Service, Inspector General, 2850 McClelland Drive, Fort Collins, CO 80526. P. Katherine F. and David P. Lunn, 6066 Obenchain Road, Laporte, CO 80535. Q. Larry D. Johnson Living trust, 6074 Obenchain Road, Laporte, CO 80535. R. State Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203. S. City of Greeley Water and Sewer Department, Seaman Dam, 808 23rd Avenue, Greeley, CO 80631. T. United States of America, Arapahoe/Roosevelt National Forest, 2150 Centre Avenue East, Fort Collins, CO 80526. U. State of Colorado, Department of Natural Resources, 6060 Broadway Avenue, Denver, CO 80216. V. United States of America, USDA Forest Service, P.O. Box 25127, Lakewood, CO 80225. W. Divide Canal and Reservoir Company, P.O. Box 206, Eaton, CO 80615. X. Northern Colorado Water Conservancy District, 220 Water Avenue, Berthoud, CO 80513. WHEREFORE, applicants pray that this Court enter a decree for the water rights herein described, and providing for such other and different relief or containing such other provisions as may be duly established by the evidence presented herein and to which the Court determines the applicants are entitled. 07CW329 CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD, IN LARIMER AND WELD COUNTIES. APPLICATION FOR FINDING OF REASONABLE DILIGENCE. 1. Name, mailing address, telephone number of applicant: The City of Greeley, acting by and through its Water & Sewer Board (“Greeley”), c/o Katie L. Reed, Water Resource Administrator I, 1100 10th Street, Suite 300, Greeley, Colorado 80631, (970) 350-9811. Send copies of pleadings to: James S. Witwer, Douglas M. Sinor, Trout, Raley, Montano, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963; Jessica L. Pault, Greeley City Attorney’s Office, 1100 10th Street, Suite 401, Greeley, CO 80631, (970) 350-9757. 2. Name of structures: This application concerns the conditional appropriative right of exchange decreed to Greeley in Case No. 95CW042, District Court, Water Division No. 1, which is generally in accordance with the Decree entered February 6, 1990 and the Amended Decree entered September 16, 2002 in Case No. 87CW329, District Court, Water Division No. 1. The relevant structures are Greeley’s wastewater treatment plant (also known as the “Greeley Water Pollution Control Facility”); the Lone Tree Industrial Wastewater Treatment Plant; and the structures and facilities of the Greeley and Loveland Irrigation Company, the Seven Lakes Reservoir Company, and the Loveland and Greeley Reservoir Company (collectively referred to hereinafter as the “Companies”). These structures are all more particularly described in the Decree entered in Case No. 87CW329. 3. Describe conditional water right giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: The Decree in Case No. 95CW042, District Court, Water Division No. 1, was entered on December 21, 2001. B. Description of exchange reach: Pursuant to the Decree entered in Case No. 95CW042, Greeley is entitled to divert excess municipal return flows from water rights changed in Case No. 95CW042 released from Greeley’s wastewater treatment plant and the Lone Tree Industrial Wastewater Treatment Plant by exchange at the headgates of the Companies, in accordance with the Decree in Case No. 87CW329, not to exceed 75 c.f.s. The Greeley Wastewater Treatment Plant Outfall is located on the North bank of the Cache la Poudre River, approximately 620 feet East of the West Section line and 360 feet North of the South Section line of Section 4, Township 5 North, Range 66 West, 6th P.M., Weld County. The Lone Tree Industrial Wastewater Treatment Plant Outfall (also known as the “ConAgra/Monfort Industrial Wastewater Treatment Plant Outfall”) is located on Lone Tree Creek approximately one mile upstream of the confluence of that creek and the South Platte River in Section 31, Township 6 North, Range 64 West, 6th P.M., Weld County. The Companies’ headgates are located on the Big Thompson River in Sections 15 and 17, Township 5 North, Range 69 West, 6th P.M., Larimer County. The exchange reach is from the confluence of the Cache la Poudre and the South Platte Rivers to the Companies’

headgates on the Big Thompson River. C. Source: Water in the Cache la Poudre, South Platte, and Big Thompson Rivers in the exchange reach. D. Appropriation Date: June 2, 1969; Amount: not to exceed 75 c.f.s. E. Use: For all municipal purposes, with the right to use to extinction by reuse, successive use or disposition. 4. Prior stipulation with the City of Loveland: By stipulation with the City of Loveland (“Loveland”), Greeley has agreed to limit operation of the subject right of exchange, as well as the pending exchange claimed in Case No. 99CW235 and the exchange decreed in Case No. 87CW329, to a maximum total rate of 30 c.f.s. In addition, Greeley shall not operate the aforementioned exchanges during the month of August in any year without the prior written consent of Loveland, which consent may be revoked at any time by Loveland by providing written notice to Greeley. 5. Integrated System: The conditional appropriative right of exchange decreed in Case No. 95CW042 was and is conceived and planned to be operated as a component of Greeley’s municipal water supply system, which is an integrated system comprised of several different water rights, features and facilities. Work on one or more features of this integrated system constitutes effort toward development of the water rights for all features of the system. 6. 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. Greeley adopted its Water Master Plan in 2004, which was the culmination of a multi-year planning effort to evaluate future growth potential and existing water supplies and facilities. The Water Master Plan provides a capital improvements program, a financial plan, and water acquisition plan for the near-term; as well as an integrated water supply, treatment and transmission strategy for the long-term. In conjunction with the Water Master Plan, Greeley has been working to develop a Non-Potable Water Master Plan to further help Greeley more efficiently utilize its water rights. During the diligence period, Greeley expended approximately $350,000 on consultant fees and related costs and invested hundreds of hours of staff time to develop these projects. B. Throughout the diligence period, Greeley has incurred significant costs to repair, maintain, and improve its water supply system to better use its water rights, including the subject right of exchange. Specifically, Greeley has paid approximately $943,351 for the design and construction of an emergency drought protection system for the Boyd Lake Water Treatment Plant to maximize the use of stored water. Moreover, Greeley has spent an estimated hundreds of thousands of dollars in materials costs for the construction and hundreds of hours of staff time to manage and complete this project. C. In addition to the emergency drought protection system, Greeley has spent approximately $1,100,635 for the construction of residual drying beds and irrigation ditch improvements at the Boyd Lake Water Treatment Plant. As part of this project, Greeley has thus far dedicated hundreds of hours of staff time for the design and construction management on top of the above described costs. D. Furthermore, Greeley has expended approximately $371,250 in consulting fees for the design and construction of a chemical storage building at the Boyd Lake Water Treatment Plant, plus hundreds of hours of staff time for the construction management and final design of said project. E. As a major shareholder in the Companies, Greeley has paid assessments to the Companies during the diligence period which contributed to the costs of improvements to the Companies’ system. One such improvement completed during the diligence period was the construction of the Boyd Lake Spillway. The total costs of construction and engineering for this project are estimated to be $4,045,948. F. In addition to the payment of assessments for shares in the Companies, Greeley has expended at least $78,278.91 during the diligence period for repairs, maintenance, and improvements to the Companies’ system. Such work has included, among other things, concrete rehab work, augmentation structure improvements, emergency pump repair, and gate repair. G. During the diligence period, Greeley has also evaluated the use of several lined gravel pits as potential storage vessels for effluent to facilitate exchanges to the Companies’ headgates pursuant to the subject right of exchange. Greeley has recently completed construction of one such storage pit, known as the Poudre Ponds at Greeley (also sometimes referred to as the Flatiron Reservoir). The total cost to date for this project is approximately $4.5 million. Moreover, Greeley is working to develop two other storage pits, known as the East 8th Street Reservoir and the F Street Reservoir. Greeley has paid approximately $184,000 on consultant fees to perform reservoir feasibility evaluations for these sites, and has invested about 340 hours of staff time related to engineering work for these projects. H. In coordination with the above described gravel pit storage, Greeley has worked to evaluate the potential for a water diversion, storage and exchange project on the Big Thompson River for its Lower Equalizer Project. This project will complement the gravel pit storage by increasing the use of excess effluent and other water supplies available on the lower Cache la Poudre River to meet non-potable demands in the vicinity of the

Loveland and Greeley Canal, and thereby retain water supplies at Boyd Lake for potable treatment. During the diligence period, Greeley has spent approximately $64,600 in consulting fees for the development of this project. I. Work related to the Lower Equalizer Project has included feasibility and pre-design studies, as well as engineering services associated with MODSIM modeling. Specifically, a Big Thompson River Basin network and a Greeley System network have been developed for Greeley, to work together with other river basin networks, to establish yield estimates for Greeley’s water resources system, including the subject right of exchange. J. Greeley recently updated and automated its decree accounting, allowing Greeley to better track its water supplies and the available exchange potential. Greeley expended approximately $75,224 in consulting fees and also invested hundreds of staff hours to this project. K. During the diligence period, Greeley filed an application for a new water right, and performed work related to several other pending applications for new water rights, for Greeley’s water supply system that will complement the subject right of exchange. In addition, Greeley filed statements of opposition to at least 12 water rights applications in Water Division No. 1 to protect its water rights on the Big Thompson River, including the subject right of exchange. Greeley has expended an estimated amount of over $100,000 on legal fees in the defense and protection of its water rights in these cases. 7. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: The Companies’ headgates are owned and/or controlled by the Companies, the address for which is 808 23rd Avenue, Greeley, Colorado, 80634. 07CW330 City of Longmont, c/o Public Works and Water Utilities Department, 1100 South Sherman Street, Longmont, Colorado 80501. Raymond L. Petros, Jr., Esq., Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, Colorado 80202, (303) 825-1980. APPLICATION FOR CHANGE OF WATER RIGHT (PECK LATERAL DITCH) IN BOULDER AND WELD COUNTIES. 2. Name of structure. Peck Lateral Ditch (“Peck Ditch”). This Application involves the water rights associated with all of the 36.00 shares of the outstanding capital stock of the Peck Ditch Company (the “Company”), a nonprofit corporation existing pursuant to the laws of the State of Colorado. Of these, Applicant, the City of Longmont (“Longmont”), presently owns 30.75 shares. Prior to the entry of a decree pursuant to this Application, Longmont will obtain the consent of the Company and the other shareholders to the inclusion in this Application of the other shareholders’ proportionate interest in the water rights being changed, or delete their proportionate interests from this Application. 3. Previous decree. The original decree for the Peck Ditch (a/k/a Pella Ditch, First Enlargement) was entered on June 2, 1882, in Civil Action No. 1339, District Court, Boulder County, Colorado. A. Point of Diversion. The headgate of the Peck Ditch is located on the south side of St. Vrain Creek in the SE1/4 SW1/4 of Section 36, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. The general course of said ditch is easterly. B. Source. The source of the Peck Ditch is St. Vrain Creek, a tributary of the South Platte River. C. Appropriation date. May 10, 1867 (Priority No. 35). D. Amount. The Peck Ditch was adjudicated in the amount of 822 customary inches, which amount has been interpreted by the State Engineer of the State of Colorado as being the equivalent of 17 cubic feet per second (“c.f.s.”). E. Use. The Peck Ditch is decreed for irrigation use. F. Historic use. The Peck Ditch has historically been used to irrigate lands generally located in portions of Sections 6, 7 and 8, T. 2 N., R. 69 W., of the 6th P.M., Boulder County, Colorado. The lands historically irrigated, down to the nearest sections, are shown on the map attached hereto as Exhibit A. A summary of the Peck Ditch diversion records for the years 1971 through 1995 is attached hereto as Exhibit B; Longmont reserves the right to rely on additional years of diversion records as necessary. 4. Proposed change. Longmont requests approval of an alternate use of all 36.00 shares of the Company for direct use and storage for municipal use, both within and without Longmont’s city limits. “Municipal use” includes all municipal uses, such as, but not by way of limitation, domestic, commercial, manufacturing, industrial, agricultural, watering of parks and lawns and gardens, fire protection, generation of electric power and power generally, recreation, fish and wildlife propagation, sewage treatment, street sprinkling, maintenance of adequate storage reserves, replacement, augmentation and exchange. When Longmont elects the alternative of municipal use, it may divert, store or bypass water at any one or a combination of the following alternate points of diversion on St. Vrain Creek or its tributaries, in addition to the decreed point of diversion for the Peck Ditch: A. Alternate points of

diversion – direct flow. i. The “South Pipeline,” also known as the Longmont Pipe Line, the headgate or point of intake of which is on the South Fork of St. Vrain Creek at a point whence the West quarter corner of Section 19, T. 3 .N., R. 70 W. of the 6th P.M., bears South 70º30' West a distance of 1,657 ft. ii. The “North Pipeline,” also known as the Longmont Water Works Pipe Line, the headgate or point of intake of which is on the North Fork of St. Vrain Creek at a point whence the Northeast corner of Section 16, T. 3 N., R. 71 W. of the 6th P.M., bears North 45º37' East a distance of 2,532 ft. iii. The headgate of the Supply Ditch located on St. Vrain Creek in the N1/2 of Section 20, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado, at a point whence the Northwest corner of said Section 20 bears North 86º46' West a distance of 470 ft. more or less; the North line of the NW1/4 of said Section 20 as bearing North 84º West with all bearings relative thereto. iv. The headgate of the Rough & Ready Ditch located on St. Vrain Creek in the N1/2 of Section 20, T.3N., R.70W. of the 6th P.M., Boulder County, Colorado, at a point whence the Northwest corner of said Section 20 bears North 49157' West a distance of 3,730 ft. more or less; the North line of the NW1/4 of said Section 20 as bearing North 841 West with all bearings relative thereto. v. The headgate of the St. Vrain and Palmerton Ditch, also known as the Palmerton Ditch, located on St. Vrain Creek in the N1/2 of Section 20, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado, at a point whence the Northwest corner of said Section 20 bears North 49º51' West a distance of 3,750 ft. more or less; the North line of the NW1/4 of said Section 20 as bearing North 84º West with all bearings relative thereto. vi. The headgate of the Highland Ditch located on St. Vrain Creek in the N1/2 of Section 20, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado, at a point whence the Northwest corner of said Section 20 bears North 39º18' West a distance of 1,720 ft. more or less; the North line of the NW1/4 of said Section 20 as bearing North 84º West with all bearings relative thereto. vii. The headgate of the Niwot Ditch located on St. Vrain Creek in the SE1/4 SE1/4 of Section 36, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. viii. The headgate of the Oligarchy Ditch located on the North side of St. Vrain Creek in the SE1/4 NE1/4 of Section 27, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado, at a point whence the East quarter corner of said Section 27 bears South 27º26' East a distance of 560 ft. more or less; the East line of the NE1/4 of said Section 27 as bearing North 0º32'42" West with all bearings relative thereto. ix. The headgate of the Denio-Taylor Mill Ditch located on the St. Vrain Creek in the NW1/4 of Section 35, T.3N., R.70W. of the 6th P.M., Boulder County, Colorado. x. The headgate of the James Ditch located on the “South Branch” of the St. Vrain Creek in the SE1/4 SE1/4 of Section 27, Township 3 North, Range 70 West of the 6th P.M., Boulder County, Colorado. B. Alternate points of diversion – storage. i. Button Rock Reservoir, also known as the Ralph Price Reservoir, and any enlargement thereof, located instream on the North St. Vrain Creek in Sections 17, 18, 19 and 20, T. 3 N., R. 71 W. of the 6th P.M., and Sections 13 and 24, T. 3 N., R. 72 W. of the 6th P.M. ii. Copeland Reservoir, located in Sections 14, 15, 22 and 23, T. 3 N., R. 73 W. of the 6th P.M. Copeland Reservoir receives water through the Copeland Ditch, the point of diversion being located on the North St. Vrain Creek in the NE1/4 of Section 22, T. 3 N., R. 73 W. of the 6th P.M., Boulder County, Colorado, at a point whence the Northeast corner of said Section 22 bears North 44º56' East a distance of 2,690 feet more or less; the East line of said NE1/4 of Section 22 as bearing North 0º East with all bearings relative thereto. iii. McCall Reservoir, located in Sections 22, 23, 26 and 27, T. 3 N., R. 70 W. of the 6th P.M. McCall Reservoir receives water through the St. Vrain and Palmerton Ditch, the headgate location of which is described above. iv. Burch Lake, also known as the Oligarchy Reservoir No. 1, located in Sections 25 and 26, T. 3 N., R. 70 W. of the 6th P.M. Burch Lake receives water through the St. Vrain and Palmerton Ditch and the Highland Ditch, the headgates of which are described above. Water for Burch Lake may also be diverted at the headgates of the Supply Ditch and the Rough & Ready Ditch, which headgates are described above, and then transported by proposed pipelines to Burch Lake. v. Union Reservoir and any enlargement thereof, located in Sections 29, 30, 31 and 32, T. 3 N., R. 68 W. of the 6th P.M., and upon parts of Sections 5 and 6, T. 2 N., R. 68 W. of the 6th P.M., Weld County, Colorado. Union Reservoir receives water through the Oligarchy Ditch, the headgate of which is described above, and a ditch from Spring Gulch, a tributary of St. Vrain Creek. The headgate of the ditch from Spring Gulch is located at a point whence the Southwest corner of Section 31, T. 3 N., R. 68 W. of the 6th P.M., bears South 12º West a distance of 800 feet. In addition, water may be diverted into the reservoir from the following: the headgates of the Supply Ditch and Highland Ditch, which headgates are described above, with the water then transported to the reservoir via proposed pipelines; the St. Vrain Creek Pump Station No. 1 with an inlet to located at a point on the North bank of St. Vrain Creek approximately 1,680 feet south and

1,010 feet west of the NE corner of Section 10, T. 2 N., R. 69 W. of the 6th P.M., Boulder County, Colorado; and the proposed St. Vrain Creek Pump Station No. 2 with an inlet to be located at a point on the West Bank of St. Vrain Creek approximately 190 ft. North and 2,700 ft. East of the Southwest corner of Section 4, T. 2 N., R. 68 W. of the 6th P.M., Weld County, Colorado. vi. McIntosh Reservoir, located in parts of Sections 29 and 30, T. 3 N., R. 69 W. of the 6th P.M., Boulder County, Colorado. McIntosh Reservoir receives water through the Oligarchy Ditch and a lateral therefrom, the headgate of which is described above. vii. Southwestern Portland Pits A and C, located in Section 28, T. 3 N., R. 70 W. of the 6th P.M. Pits A and C will receive water through one or more of the following: the Foothills Reservoir Feeder Canal, the headgate of which is located on the south or right bank of St. Vrain Creek at a point in the NW1/4 SE1/4 of Section 21, T. 3 N., R. 70 W. of the 6th P.M.; the Swede Ditch, the headgate of which is located on the South side of St. Vrain Creek in the SW1/4 NE1/4 of Section 20, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado, at a point whence the North quarter corner of said Section 20 bears North 13º59' West a distance of 2,590 feet more or less, the North line of the NW1/4 of said Section 20 as bearing North 84º West with all bearings relative thereto; the Smead Ditch, the headgate of which is located on St. Vrain Creek in the SW1/4 NE1/4 of Section 20, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado, at a point whence the North quarter corner of said Section 20 bears North 13º59' West a distance of 2,580 feet more or less, the North line of the Northwest quarter of said Section 20 as bearing North 84º West with all bearings relative thereto; and the South Ledge Ditch (a/k/a Bradford & Stiles Ditch), the headgate of which is located on the south bank of the South St. Vrain Creek at a point South 73º East a distance of 953 feet from the West quarter corner of Section 19, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. viii. Pleasant Valley Reservoir (a/k/a Terry Lake) is located in portions of Sections 9, 15 and 16, T. 3 N., R. 69 W. of the 6th P.M., Boulder County, Colorado. Pleasant Valley Reservoir receives water from the St. Vrain Creek through the Rough & Ready Ditch, the headgate of which is described above. ix. Elliott Pond Nos. 1, 2, and 3, a/k/a Golden Ponds 1, 2 and 3. a. Elliott Pond No. 1, located in a portion of the North half of Section 5, T. 2 N., R. 69 W. of the 6th P.M., Boulder County, Colorado. b. Elliott Pond No. 2, including its expansion, located in a portion of the North half of Section 5, T. 2 N., R. 69 W. of the 6th P.M., Boulder County, Colorado. c. Elliott Pond No. 3, including its expansion, located in a portion of the North half of Section 5, T. 2 N., R. 69 W. of the 6th P.M., Boulder County, Colorado. Water is diverted from the St. Vrain Creek into Elliott Pond Nos. 1, 2 and 3 using the following structures: a. Denio-Taylor Mill Ditch, the headgate of which is located on the St. Vrain Creek in the NW1/4 of Section 35, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. b. Zweck and Turner Ditch, the headgate of which is located on the St. Vrain Creek in the NW1/4 NE1/4 of Section 35, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. c. The Golden Ponds Diversion Structure on the north bank of the St. Vrain Creek, more specifically located as follows: commencing at the center quarter corner of Section 5, T. 2 N, R. 69 W. of the 6th P.M., Boulder County, Colorado, whence the South quarter corner of said section bears South 00º45'49" East 2,647.51 feet, thence North 45º45'26" West 677 feet to the point of diversion from the St. Vrain Creek. x. Clover Basin Reservoir, located in portions of Sections 11 and 12, T. 2 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. Clover Basin Reservoir receives water through the James Ditch, the headgate of which is located in the SE1/4 SE1/4 of Section 27, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. xi. Independent Reservoir, located in Section 26, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. Independent Reservoir receives water from St. Vrain Creek through the Longmont Supply Ditch, the headgate of which is located in Section 27, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. xii. Isaac Walton Pond No. 1, located in the SE1/4 of Section 4, T. 2 N., R. 69 W. of the 6th P.M., Boulder County, Colorado. Isaac Walton Pond receives water through the Denio-Taylor Mill Ditch, the headgate of which is described above. Longmont requests the right to divert the Peck Ditch water changed pursuant to this Application either into storage, or by direct use, or by bypass credit in the St. Vrain Creek. All diversions or bypasses by Longmont will continue to be made in priority during the historic use period. When Longmont elects to divert the water for storage, it will divert an amount of water equivalent to the net stream depletions attributable to the subject water rights. Longmont claims the right to use, reuse, successively use, exchange, store and/or otherwise dispose of this water to extinction. When Longmont elects to divert water for direct use in its municipal system, it will also divert an amount equivalent to the net stream depletions attributable to the subject water rights. The point of discharge of the municipal sewage effluent is presently located in the SW1/4 NE1/4 of Section 11, T.2N., R.69W. of the

6th P.M., Boulder County, Colorado. Longmont claims the right to reuse, successively use, exchange, store and/or otherwise dispose of the effluent resulting from the use of water made available by this change. When Longmont elects to bypass the water, it will obtain credit in the St. Vrain Creek for the amount of water it would have been able to divert at the original or new alternate points of diversion or storage. C. Replacement of historic return flows. Longmont can and will compensate for a reduction in return flows to the stream, if any, that might result from this proposed change of water rights, with water made available to Longmont pursuant to this change and with any other water available to Longmont that is fully consumable or is otherwise decreed for such purposes, including, without limitation, the following: i. Longmont’s right to transmountain water derived from the United States Department of the Interior, Bureau of Reclamation, Colorado--Big Thompson Project--via the St. Vrain Supply Canal and the Southern Pipeline. The point of delivery to St. Vrain Creek of said Supply Canal is located in the NW1/4 NW1/4 of Section 20, T. 3 N., R. 70 W. of the 6th P.M., Boulder County, Colorado. Said Supply Canal has a capacity of 575 c.f.s. These rights will include Longmont’s share of water rights resulting from the Windy Gap Project (a/k/a Six Cities Transmountain Diversion). Notwithstanding the foregoing, any decree entered pursuant to this Application shall be subject to and shall not affect in any way the right of the Northern Colorado Water Conservancy District to regulate any such use of Colorado-Big Thompson project water or facilities by Longmont pursuant to and in accordance with applicable law, the provisions of the repayment contract between the Northern Colorado Water Conservancy District and the United States of America, the allotment contracts between Longmont and the Northern Colorado Water Conservancy District, and the rules, regulations and policies of the District, as may be amended from time to time. ii. Button Rock Reservoir (Amended Lyons Storage Reservoir), Reservoir Priority No. 33, appropriation date February 8, 1910, for 1,765 acre-feet; Button Rock Reservoir (Enlarged and Amended Longmont Reservoir No. 3), Reservoir Priority No. 35, appropriation date July 3, 1926, for 2,866.5 acre-feet; Button Rock Reservoir (Enlarged and Amended Longmont Reservoir No. 3) First Enlargement, Reservoir Priority No. 53A, appropriation date May 27, 1964, for 13,330.7 acre-feet; Button Rock Reservoir (Enlarged and Amended Longmont Reservoir No. 3) Second Enlargement, Reservoir Priority No. 53B, appropriation date May 27, 1964, for 32,551.1 acre-feet, conditional. The foregoing rights and priorities were adjudicated by decree dated February 25, 1971, in Civil Action No. 20716 in the District Court in and for Boulder County. This instream reservoir is located on the North St. Vrain Creek in Sections 17, 18, 19 and 20, T. 3 N., R. 71 W. of the 6th P.M., and Sections 13 and 24, T. 3 N., R. 72 W. of the 6th P.M., Boulder County, Colorado. iii. Longmont’s right to Union Reservoir water derived from its ownership in the Union Reservoir Company under the following water rights and priorities: Priority No. 51, New Series, adjudicated March 13, 1907, for 13,219 acre-feet of storage with an appropriation date of October 6, 1902; refill decree entered in March of 1977 for 5,879 acre-feet of storage with an appropriation date of May 1, 1973; conditional storage right for Union Reservoir enlargement entered in Case No. 86CW394 on February 19, 1991 for 19,802 acre-feet of storage with an appropriation date of October 28, 1986; and any other of Longmont’s water rights decreed for storage in Union Reservoir and for augmentation, replacement, and exchange. iv. Replacement, augmentation and exchange water available from Longmont’s interests in the following ditches diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 on May 20, 1983, in the following cases: Case No. 81CW355, Longmont Supply Ditch; Case No. 81CW356, Rough & Ready Ditch; Case No. 81CW357, Smead Ditch; Case No. 81CW360, Palmerton Ditch; Case No. 81CW361, Oligarchy Ditch; and Case No. 81CW362, Swede Ditch. v. Replacement, augmentation and exchange water available from Longmont’s interests in the following ditches diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 on October 29, 1991, in the following cases: Case No. 87CW212, Longmont Supply Ditch; Case No. 87CW213, Rough & Ready Ditch; Case No. 87CW214, Oligarchy Ditch. vi. Replacement, augmentation and exchange water available from Longmont’s interests in the following ditches diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 on August 10, 1995 in the following cases: Case No. 87CW215, Beckwith Ditch; Case No. 87CW219, Pella Ditch; Case No. 87CW220, South Flat Ditch; Case No. 87CW221, Zweck & Turner Ditch; Case No. 87CW218, Niwot Ditch; Case No. 87CW216, Clover Basin Ditch (a/k/a Pella Ditch–Second Enlargement). vii. Replacement, augmentation and exchange water available from Longmont’s interests in the Clough Private Ditch, the Clough and True Ditch, the Montgomery Private Ditch, and the Smead Ditch, all diverting from St. Vrain Creek, pursuant to decree

entered by the District Court in and for Water Division No. 1 on April 17, 2006 in Case No. 01CW188. viii. Replacement, augmentation and exchange water made available to Longmont by decrees to be entered by this Court pursuant to change applications previously filed by Longmont involving Longmont’s interests in the following ditches: James Ditch (Case No. 00CW239), Rough & Ready Ditch (Case No. 00CW241) and Oligarchy Ditch (Case No. 00CW340), all diverting from St. Vrain Creek. ix. Replacement, augmentation and exchange water to be made available from Longmont’s interests in the following reservoirs diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 in the following cases: Case No. 87CW235, Oligarchy Reservoir No. 1; Case No. 87CW231, Pleasant Valley Reservoir; Case No. 87CW222, Union Reservoir; Case No. 87CW253, McIntosh Reservoir; Case No. 87CW234, Independent Reservoir; Case No. 87CW232, McCall Reservoir; Case No. 87CW233, Clover Basin Reservoir. Replacement, augmentation and exchange water made available to Longmont pursuant to the change decrees described in this section shall include reusable municipal return flows resulting from the changed use. 5. Instream flow rights. The change of water rights sought to be decreed herein is subject to the instream flow rights decreed to the Colorado Water Conservation Board in Case Nos. 87CW278, 87CW282, and 87CW283, Water Division No. 1, and shall not be exercised to the extent that the flows within the relevant instream flow reach would be reduced below the decreed instream flow rates by virtue of the exercise of such change. 6. Name(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. A. Copeland Reservoir is owned by the St. Vrain and Left Hand Water Conservancy District, c/o Les Williams, Executive Director, SVLHWCD, 9595 Nelson Road, Box C, Suite 203, Longmont, CO 80501. B. McCall, Button Rock, and Union Reservoirs are owned by the City of Longmont, in addition to the Elliott Pond Nos. 1, 2 & 3, and the Isaac Walton Pond No. 1. C. Burch Lake is owned by the Oligarchy Ditch and Reservoir Company, c/o Dan Grant, Secretary, P.O. Box 1826, Longmont, Colorado 80502. D. McIntosh Reservoir is owned by the Lake McIntosh Reservoir Company, c/o Jill Baty, Secretary, 4309 State Highway #66, Longmont, Colorado, 80504. E. South Pits A and C are located on land owned by CEMEX, Inc., c/o Lyons Plant Manager, 5134 Ute Highway, P.O. Box 529, Lyons, Colorado 80540. F. Pleasant Valley Reservoir is owned by the Pleasant Valley Reservoir, Fish, and Ditch Company, c/o Dan Grant, Secretary, P.O. Box 1826, Longmont, Colorado 80502. G. Clover Basin Reservoir is owned by the Clover Basin Reservoir Company, c/o Kevin Boden, President, 1100 S. Sherman Street, Longmont, Colorado, 80501. H. Independent Reservoir is owned by the Independent Reservoir Company, c/o Kevin Boden, President, 1100 S. Sherman Street, Longmont, Colorado, 80501. I. The Peck Lateral Ditch is owned by the Peck Lateral Ditch Company, c/o Steve Benscheidt, Secretary, 883 Nelson Road, Longmont, Colorado, 80503. 07CW331 1. Applicant: Ogilvy Augmentation Company, c/o Dennis Hoshiko, 1811 38th Avenue, Greeley, CO 80634. APPLICATION FOR WATER RIGHTS IN WELD COUNTY. 2. All structures described herein are located West of the 6th P.M. and are depicted on Exhibit 1 or Exhibit 2, which exhibits are attached to the application filed with the court. 3. Name of structure: Ogilvy Ditch. 3.1. Legal description of point of diversion: Decreed point of diversion is the North bank of the Cache la Poudre River within the SE 1/4 of the SE 1/4 of the SW 1/4 of Section 4, T5N, R65W. 3.2. Source: Cache la Poudre River. 3.3. Date of appropriation: December 31, 2007. 3.4. How appropriation was initiated: By formation of intent to appropriate coupled with notice to interested persons by overt acts, including filing of this application. 3.5. Date water applied to beneficial use: N/A. 3.6. Amount claimed. 100 c.f.s., CONDITIONAL. 3.7. Use or proposed use: Irrigation of lands served by the Ogilvy Irrigating and Land Company, as well as substitution, augmentation, recharge and replacement, either directly or by exchange, with the right to totally consume the water, by first use, reuse and successive use. Applicant may divert the water and return it immediately to the Cache la Poudre River at the Ogilvy Ditch headgate and/or deliver it through the ditch (or portions thereof) for delivery to the Cache la Poudre River, South Platte River and/or Crow Creek for the above described purposes. Applicant also claims the right to use the seepage from the Ogilvy Ditch resulting from the diversion of this right that accrues to the Cache la Poudre River, South Platte River and Crow Creek for the above described purposes. In particular, but not by way of limitation, Applicant intends to use the water as a source of augmentation, recharge

and replacement to replace out-of-priority depletions associated with the pumping of wells described in the plan for augmentation described in Case No. 2003CW150, Water Court, Division One, State of Colorado (the “Ogilvy Augmentation Plan”). 4. Name of Reservoir: Ogilvy Reservoir No. 1. 4.1. Legal description of location of reservoir: located in the South 1/2 of Section 12, T5N, R64W. 4.2. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: 4.2.1. Ogilvy Ditch: Decreed point of diversion is located on the North bank of the Cache la Poudre River within the SE 1/4 of the SE 1/4 of the SW 1/4 of Section 4, T5N, R65W. 4.2.2. Ogilvy Reservoir Inlet Ditch: a ditch to be constructed with a point of diversion from Crow Creek to be located in the NW 1/4 of the SW 1/4 of Section 12, T5N, R64W. 4.2.3. Ogilvy Reservoir Well(s): up to three alluvial well to be constructed in the South 1/2 of Section 12, T5N, R64W of the 6th P.M. within 100 feet of and withdrawing ground water tributary to Crow Creek, or otherwise located such that the depletive effects to Crow Creek occur instantaneously at times when the Ogilvy Reservoir No. 1 water right is in priority. 4.3. Source: 4.3.1. Ogilvy Ditch: Cache la Poudre River. 4.3.2. Ogilvy Reservoir Inlet Ditch: Crow Creek. 4.3.3. Ogilvy Reservoir Well(s): alluvium of Crow Creek. 4.4. Date of appropriation: December 31, 2007. 4.4.1. How appropriation was initiated: By formation of intent to appropriate coupled with notice to interested persons by overt acts, including filing of this application. 4.4.2. Date water applied to beneficial use: N/A. 4.5. Amount claimed: 600 acre-feet, CONDITIONAL, with the right to fill and refill. 4.5.1. Rate of diversion in c.f.s. for filling the reservoir: 4.5.1.1. Ogilvy Ditch: Up to 100 c.f.s., CONDITIONAL. 4.5.1.2. Ogilvy Reservoir Inlet Ditch: 20 c.f.s. CONDITIONAL. 4.5.1.3. Ogilvy Reservoir Well(s): up to 15 c.f.s, collectively, CONDITIONAL. 4.6. Use: Irrigation of lands served by the Ogilvy Irrigating and Land Company, as well as substitution, augmentation, recharge and replacement, following storage for later release, or by exchange, with the right to totally consume the water stored, by first use, reuse and successive use. In particular, but not by way of limitation, Applicant intends to use the water as a source of augmentation, recharge and replacement water to replace out-of-priority depletions associated with the pumping of wells described in the Ogilvy Augmentation Plan. Applicant also claims the right to use any seepage from said reservoir that accrues to Crow Creek and/or the South Platte River for the above described purposes. 4.7. Surface area of high water line: N/A. 4.7.1. Maximum height of dam in feet: N/A. 4.7.2. Length of dam in feet: N/A. 4.8. Total capacity of reservoir in acre-feet: 600 active capacity, 0 dead storage. 5. Name of Reservoir: Seeley Lake, a/k/a Seely Lake, a/k/a Seeley Reservoir, a/k/a Seely Reservoir. 5.1. Legal description of location of reservoir: Located in parts of the SE 1/4 of Section 23, the SW 1/4 of Section 24, the NW 1/4 of Section 25, and the NE 1/4 of Section 26, T6N, R66W. 5.2. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: 5.2.1. Greeley Canal No. 2 (a/k/a New Cache la Poudre Irrigation Canal): Decreed point of diversion is located on the North bank of the Cache la Poudre River SW 1/4 of the SE 1/4 of the NE 1/4 of Section 11, T6N, R68W. 5.3. Source: Cache la Poudre River, and springs, seepage and runoff from surrounding lands that accrues directly to the reservoir and/or its inlet ditch (which inlet is located in the E1/2 of Section 23 and the SE 1/4 of Section 14, T6N, R66W). 5.4. Date of appropriation: December 31, 2007. 5.4.1. How appropriation was initiated: By formation of intent to appropriate coupled with notice to interested persons by overt acts, including filing of this application. 5.4.2. Date water applied to beneficial use: N/A. 5.5. Amount claimed: 1187.3 acre-feet, CONDITIONAL, with the right to fill and refill. 5.5.1. Rate of diversion in c.f.s. for filling the reservoir: 650 c.f.s., CONDITIONAL. 5.6. Use: Substitution, augmentation, recharge and replacement, following storage for later release, or by exchange, with the right to totally consume the water stored, by first use, reuse, successive use or disposition. In particular, but not by way of limitation, Applicant intends to use the water stored as a source of augmentation, recharge and replacement water to replace out-of-priority depletions associated with the pumping of wells described in the Ogilvy Augmentation Plan. 5.7. Surface area of high water line: N/A acres. 5.7.1. Maximum height of dam in feet: N/A. 5.7.2. Length of dam in feet: N/A. 5.8. Total capacity of reservoir in acre-feet: 1,008.1 active capacity, 179.2 dead storage. 5.9. Comments: The Applicant does not at this time have an agreement with the New Cache La Poudre Irrigating to use the Greeley Canal No. 2 or any associated structures, and the water right (so far as it pertains to water diverted through the Greeley No. 2 Canal) cannot and will not be exercised unless and until such agreement is reached. Seeley Lake was previously decreed a storage right in Case No. 2031, district court, Larimer County, entered April 22, 1922 with a priority date of June 12, 1902. Water stored in the reservoir pursuant to that water right was historically released to the

Cache la Poudre River for diversion and subsequent use for irrigation of lands served by the Ogilvy Ditch. By way of the present application, the Applicant seeks an additional water right for Seeley Lake that would allow water stored in priority to be used for augmentation. Nothing herein shall be construed as limiting or constraining the Ogilvy Land and Irrigation Company’s superior right to store water in Seeley Lake pursuant to the senior right decreed to the reservoir. 6. Names and addresses of owners of land on which 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: 6.1. Greeley Canal No. 2 (a/k/a New Cache la Poudre Irrigation Canal): New Cache La Poudre Irrigating Company, c/o Don Magnuson, 33040 Railroad Avenue, Lucerne, CO 80646. 6.2. Seeley Lake and the Ogilvy Ditch: Ogilvy Irrigating and Land Company, c/o Don Wacker, 28639 Weld County Road #58 1/2, Greeley, Co 80631. 6.3. Ogilvy Reservoir No. 1, Ogilvy Reservoir Inlet Ditch and Ogilvy Reservoir Well(s): S L W Ranch Company, c/o Stow Witwer, 822 7th Street, Suite 760, Greeley, CO 80631. 7. None of the structures described herein are owned by the Applicant. Applicant does not own any of the structures described herein, and understands, acknowledges and agrees that unless and until it reaches such agreement(s) with the owners of said structures, Applicant shall not be entitled to utilize the structures.

07CW332 KEITH E. WEAVER AND BERNETTE P. GUEST-WEAVER, 5601 HWY 71, BRUSH, CO 80723. Telephone: (303) 237-2921. APPLICATION FOR CHANGE OF WATER RIGHT IN MORGAN COUNTY. Structure: 2 Wells, permit nos. 2499F and 6869R Previous decree entered 11-06-74 in case no. W-4686 in Water Division 1. Source: groundwater. Appropriation dates: permit 2499F, August 14, 1960; permit 6869R, July 31, 1941. Historic use: Both wells were used for irrigation in the past. Proposed Change: Change out irrigation pumps. Install livestock well equipment, including solar pumps. Change the Decreed location of well #2499F to location of following legal description: SW1/4, NW1/4, S1, T1N, R56W of the 6th PM at a distance for permit 2499F, 2635 feet from North and 50 feet from West, permit 6869R, 1340 feet from North and 60 feet from West. Street address: 5601 HWY 71, Brush, CO 80723.

07CW333 HIGH PLAINS ENERGY ASSOCIATES, LLC IN MORGAN COUNTY, through their attorneys: Holland & Hart LLP, Christopher L. Thorne, Atty. Reg. #20003 and William H. Caile, Atty. Reg. #32223, 555 Seventeenth Street, Suite 3200, P.O. Box 8749, Denver, CO, 80201-8749, Telephone: (303) 295-8000. APPLICATION FOR CONDITIONAL WATER RIGHTS IN MORGAN COUNTY. Overview of Application: Applicant is developing a new electric generation project known as the High Plains Energy Station (the “Project”), to be located in Morgan County near Union, Colorado. The water supply for the Project will be provided from a well field to be constructed in the alluvial aquifer of the South Platte River near the Project site. The Application herein seeks confirmation of conditional water rights for these wells with an appropriation date of December 31, 2007. The wells will be located in close proximity to the South Platte River, in locations where pumping of the wells will have an instantaneous depletive effect on the river. Applicant therefore seeks the right to operate the wells at all times when the wells are in priority. By separate application, Applicant will also seek approval of a plan for augmentation to allow the wells to divert at times when they otherwise would be out of priority, by replacing all out-of-priority depletions to prevent injury to the vested water rights of others. An area map depicting the approximate location of the well sites is attached hereto as Exhibit 1. 3. Name of Structures: High Plains Energy Well Field (the “HPE Well Field”). The HPE Well Field will be comprised of nine alluvial wells (“HPE Well Nos. 1 through 9”) located adjacent to the South Platte River in Section 7, Township 5 North, Range 54 West of the 6th P.M., in Morgan County. 4. Legal Descriptions: Individual well locations will be within 200 feet of the following locations: A. HPE Well No. 1: SW 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 204 feet from the West Section Line and 906 feet from the South Section Line. B. HPE Well No. 2: SW 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 473 feet from the West Section Line and 1,151 feet from the South Section Line. C. HPE Well No. 3: NW 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 789 feet from the West Section Line and 1,333 feet from the South Section Line. D. HPE Well No. 4: NE 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,384 feet from the West Section Line and 1,807 feet from the South Section Line. E. HPE Well No. 5: NE 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,787

feet from the West Section Line and 1,796 feet from the South Section Line. F. HPE Well No. 6: NE 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 2,306 feet from the West Section Line and 1,551 feet from the South Section Line. G. HPE Well No. 7: NW 1/4 of SE 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 2,217 feet from the East Section Line and 1,710 feet from the South Section Line. H. HPE Well No. 8: NW 1/4 of SE 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,839 feet from the East Section Line and 1,930 feet from the South Section Line. I. HPE Well No. 9: NW 1/4 of SE 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,382 feet from the East Section Line and 1,978 feet from the South Section Line. 5. Source and Depth of Wells: A. Source: The source of water for HPE Wells Nos. 1 through 9 is ground water tributary to the South Platte River. B. Depth: Each of the HPE Wells Nos. 1 through 9 will be constructed to a depth of approximately 100 feet. 6. Appropriation A. Date of appropriation: December 31, 2007. B. How appropriation was initiated: By field inspections, identification of well sites and formation of the necessary intent as evidenced by, among other things, the filing of the application herein. C. Date water was applied to beneficial use: Not applicable. 7. Amount Claimed A. Per well: Each of the HPE Wells Nos. 1 through 9 will have a maximum pumping rate of 3500 gallons per minute (gpm), CONDITIONAL. B. Combined maximum rate: The combined maximum rate of withdrawal for all nine wells in the HPE Well Field at any given time will not exceed 15,000 gpm (33.41 cubic feet per second). 8. Proposed Uses: Water produced by the HPE Well Field is proposed to be used for the following beneficial purposes: industrial, domestic, irrigation, commercial, augmentation, fire protection, recreation, livestock watering, dust control, and fish and wildlife purpose. Applicant claims the right of direct use, of storage for subsequent use, of reuse and successive use to the extent permitted by law, and use by substitution and exchange. 9. Owner of Land Upon Which Structures Will be Located Richard L. Mari, Jr. P.O. Box 391 Manhattan, Montana 59741 10. Remarks A. The HPE Well Field will be designed so as to minimize interference among the individual wells and to produce reliable flow rates. The actual location of the wells may vary based on aquifer characteristics, but will be within a 200 foot radius of the locations set forth above. B. Prior to constructing any wells, Applicant will obtain well permits from the State Engineer. C. The wells claimed herein will be located in close proximity to the South Platte River, such that the depletion to the South Platte River caused by pumping of the wells should be deemed instantaneous. Applicant claims the right to make diversions from the wells at all times when the wells are in priority based on the dates of appropriation and priorities awarded in this proceeding. D. At those times when depletions caused by pumping of the wells would be out of priority, Applicant will only operate the wells pursuant to a decreed plan for augmentation approved by the Water Court or a Substitute Water Supply Plan approved by the State Engineer. E. Water from the HPE Well Field will be used directly or following temporary on-site storage. Water will be primarily used for industrial and related purposes associated with the Project, but may also be used for all other purposes set forth above. WHEREFORE, Applicant requests that this Court enter a judgment and decree which: A. Finds that all notice and jurisdictional requirements have been met, including, without limitation, as required under C.R.S. § 37-92-302; B. Finds that water is available for can and will be diverted, stored, or otherwise captured, possessed and controlled, and beneficially used, under the water rights claimed herein, within a reasonable time; C. Finds that no material injury will result to the vested water rights of others from operation of the HPE Wells as described in this application; and D. Grants to Applicant such other relief as the Court deems just and proper.

07CW334 CYNTHIA HARRIS, 3451 S. AMMONS ST., #16-3, LAKEWOOD, CO 80227. Telephone: (303) 986-5028. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure: Heard Well. Date of Original Decree: 11-07-01 in Case No. 96CW913 in Water Division 1. Legal description: NE1/4, NW1/4, S23, T9S, R75W of the 6th PM at a distance 750 feet from North and 2900 feet from East. Street address: 244 Pueblo Drive. Subdivision: Indian Mountain, Lot 66, Filing 9. Source: groundwater. Appropriation date: 05-31-73. Amount: .033 cfs (15 gpm). Use: Household use only in a single family dwelling including irrigation.

07CW335 UNITED WATER AND SANITATION DISTRICT, A QUASI-MUNICIPAL CORPORATION AND POLITICAL SUBDIVISION OF THE STATE OF COLORADO IN WELD, ADAMS, ARAPAHOE, JEFFERSON AND DOUGLAS COUNTIES APPLICATION FOR WATER RIGHTS (SURFACE) Conditional INCLUDING APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE. Name, address, and home telephone number of applicant(s):The United Water and Sanitation District (“United District”), Greenwood Center,�5460 South Quebec Street, Suite 110�Greenwood Village, CO 80111. Attorneys: John P. Akolt, III, John C. Akolt, Akolt & Akolt, 2620 Florence St. Denver, Colorado 80238 303-903-7029. The United District files this application for its own use and benefit and for the use and benefit of its Water Enterprises. Phone: 303-773-1005 Name of structure: ditch and pipeline United Diversion Structure No. 5 and United St. Vrain Exchange Pipeline No. 1. 3. Legal description of each point of diversion: The point of diversion of the United Diversion Facility No. 5 is on the east bank of the St. Vrain River approximately 3,163 feet West and 170 feet North of the Southeast corner of Section 20, Township 3N, Range 67 West of the 6th P.M., County of Weld, State of Colorado, and located along the 180 foot western perimeter of that certain parcel of land more particularly described as Parcel Exhibit B and as shown on the survey attached as Exhibit B, each attached hereto and made a part hereof [There is no Exhibit A attached to this application]. Source: (tributary and river) St. Vrain River. 5.A. Date of initiation of appropriation: December 31, 2007. B. How appropriation was initiated: By adoption of resolution by the Board of the United Water and Sanitation District on December 10, 2007, with the first overt step being the filing of this Application.C. Date water applied to beneficial use: N/A. Water right requested is conditional. 6. Amount claimed: 100 cfs Conditional. 7. Use or proposed use: The water right claimed in this application is claimed for the purpose of implementing the appropriative right of exchange described herein. Water will be diverted from the St. Vrain at the United Diversion Facility No. 5 and carried through a pipeline for discharge to the South Platte River as described hereafter. This diversion from the St. Vrain River to the South Platte River will make possible the exchange on the South Platte River from the downstream point to the upstream points of exchange at such times as the exchange potential within the exchange reach is not otherwise available due to diversions from the South Platte River and senior exchanges within the exchange reach that exhaust the exchange potential within the exchange reach on the South Platte River mainstem. United will not consume the water diverted from the United Diversion Structure No. 5 and discharged through the United St. Vrain Exchange Pipeline No. 1, but will consume water upon its various decreed and rights pending decrees that are made available for beneficial use through the right of exchange that is the subject of this application. The beneficial use of the water diverted by United at the United diversion Facility No. 5 is for the purpose of conducting the exchange that is described herein, making water owned by United available for beneficial uses for its enterprises and users within its service area. The use of water physically and legally available to United as a result of the exchange that is the subject of this application will be used for all municipal, commercial, irrigation and beneficial uses as allowed by the rights and decrees for water owned by United and its enterprises. 8. Description of Right of Exchange. United has filed for a Statutory right of exchange, now pending as Case No. 03CW442. This application is to provide for the beneficial used of water within the United District service area as set forth in pending cases 04CW356 and 04CW365. The Exchange Reach that is claimed by this application extends from the (exchange from) downstream point is the South Platte Gage Station at Ft. Morgan, Colorado more particularly described as: STATION.--06759500 SOUTH PLATTE RIVER AT FORT MORGAN, CO LOCATION.--Lat 40°16'07", long 103°47'56", in SW 1/4 NE 1/4 sec.31, T.4 N.,R.57 W., Morgan County, Hydrologic Unit 10190012, on right bank 0.1 mi downstream from bridge on State Highway 52, 0.3 mi north of Interstate Highway 76 and 0.7 miles north of Fort Morgan (revised). The upstream exchange point on the St. Vrain River is the United Diversion Facility No. 5, described in paragraph 3, above. The upstream exchange point on the South Platte River is Wellington Reservoir situate on Buffalo Creek, a tributary of the South Platte River in Section 32, T. 8S, R. 71 W of the 6th P.M., Jefferson County, Colorado.The right of exchange claimed by this application also includes all points within the exchange reach set forth herein, particularly the points of diversion set forth in Cases Nos. 03CW442, 04CW356, 04CW362 and 04CW365, Water Court Water Division No. 1, State of Colorado.The operation of the exchange claimed in this application is as follows: A. From the downstream point of exchange to the upstream point on the South Platte River (Exchange Reach), senior rights on the South Platte River above the confluence of the St. Vrain River and the South Platte River and senior decreed rights of exchange on the mainstem of the South

Platte River exhaust the exchange potential within the South Platte Exchange Reach. B. At such times as the exchange potential on the South Platte mainstem is exhausted by senior rights “sweeping” the River (i.e. diverting all available river flow), the exchange potential from the downstream point of exchange to the United Diversion Facility No. 5 on the St. Vrain River remains available. C. Under the river condition in which the exchange potential along the mainstem of the South Platte River is exhausted but the exchange potential from the downstream end of the exchange reach to the United Diversion Facility No. 5 on the St. Vrain River remains, United will divert water from the United Diversion Facility No. 5 on the St. Vrain River. Water to any calling right downstream of the United Diversion Facility No. 5 will be replaced by release of water then physically and legally available to United on rights that it owns or will acquire or which has been diverted and stored in storage facilities owned or legally available to United, specifically including the United Reservoir at the United Diversion Facility No. 3, as described in the application in Case No. 03CW442 and water diverted and stored at the 70 Ranch, Weld County, Colorado, also more particularly described in the application in Case N. 03CW442. D. The water that is diverted at the United Diversion Facility No. 5 from the St. Vrain River will be delivered through a pipeline and discharged to the South Platte River above the calling South Platte right (i.e. the “sweeping” right) above the confluence of the St. Vrain and South Platte Rivers. E. Delivery of water diverted by exchange from the St. Vrain River through the United St. Vrain Exchange Pipeline No. 1 to the South Platte River upstream of the decreed right that is “sweeping” the South Platte River above its confluence with the St. Vrain River will, to such extent, make water available to United for the completion of the upstream points of exchange as set forth above. F. United will complete the exchange to the upstream point(s) of diversion so long as there are no absolute or conditionally decreed rights on the South Platte River that are “calling” rights that would be adversely affected by the diversion of water by United at an upstream diversion point. 9. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: APN#: Landowner Address City Zip 1 12092000001

9 Elverna Burchfield Trustee & Sherry Rose

221 W. Platte Ave. Ft. Morgan 80701

2 120929000033

Sand Land Inc. 8120 Gage St. Frederick 80516

3 120928000004

Town of Firestone P.O. Box 100 Firestone 80520

4 120928000002

Sand Land Inc. 8120 Gage St. Frederick 80516

5 120928000001

Sand Land Inc. 8120 Gage St. Frederick 80516

6 120928100011

Ready Mixed Concrete Co. 4395 Washington St. Denver 80216

7 120927200002

Joseph R. & Chris Miller 13912 County Rd 19 Platteville 80651

8 120927000027

M. Margaret Davis Family Trust c/o J. Laverne Davis

9476 County Rd 19 Platteville 80651

9 120927000026

Public Service Co. of CO

10 120927000025

Linda A. Pyeatt & Dale A. Mayer (50%) Dorothy M. Mayer (50%)

9826 HWY 66 Platteville 80651

11 120927000023

Linda A. Pyeatt & Dale A. Mayer (50%) Dorothy M. Mayer (50%)

9826 HWY 66 Platteville 80651

12 120926000004

M. Margaret Davis Family Trust c/o J. Laverne Davis

10294 HWY 66 Platteville 80651

13 120926100030

Miller-Taylor Farm, LLC P.O. Box 118 Platteville 80651

14 120925200001

Deaval W. & Mary Lou Beddo P.O. Box 426 Platteville 80651

15 120925200002

Deaval W. & Mary Lou Beddo P.O. Box 426 Platteville 80651

16 120925000011

Richardson Properties LLC (1/4 Int) Odell Properties LLC (1/4 Int) Coal Creek LLC (1/4 Int) ESA Properties (1/4 Int) c/o Ted Richardson

1085 S. Cherryvale Rd.

Boulder 80303

17 120925000009

Richardson Properties LLC (1/4 Int) Odell Properties LLC (1/4 Int) Coal Creek LLC (1/4 Int) ESA Properties (1/4 Int) c/o Ted Richardson

1085 S. Cherryvale Rd.

Boulder 80303

10. United will obtain the permission of the Water Commissioner before implementing the exchange set forth herein. 07CW336. APPLICATION FOR WATER RIGHTS, ALTERNATE POINT OF DIVERSION, AUGMENTATION PLAN AND APPROPRIATIVE RIGHTS OF EXCHANGE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF T.K. ENTERPRISE, LLC, IN LARIMER COUNTY, COLORADO. DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO, Weld County Courthouse, 901 9th Avenue, Greeley, Colorado 80631. 1.Name, Address, and Telephone Number of Applicant: T.K. Enterprise, L.L.C., Tony and Katherine Palmeri, 900 Black Canyon Drive, Estes Park, CO 80517, (970) 586-1056. All pleadings should be directed to: Steven J. Bushong, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, CO 80302, (303) 443-6800. 2. Introduction. Applicant owns a portion of Section 2 and Section 3, Township 4 North, Range 72 West of the 6th P.M, Larimer County, Colorado (“Subject Property”), on which is located Yogi Bear’s Jellystone Park of Estes (“Jellystone Park”). A description of the Subject Property is attached hereto as Exhibit A. Applicant also owns absolute water rights for groundwater tributary to Little Thompson Creek used to supply Jellystone Park and the Subject Property. By this application, Applicant seeks a water right for a pond on the Subject Property; approval of an existing supplemental well as an alternate point of diversion for the absolute groundwater rights and correction of the legal description of said rights; approval of an augmentation plan to augment out-of-priority groundwater depletions, and appropriation of exchanges associated with the augmentation plan and pond, as more specifically set forth below. 3. Water Rights for Jellystone Pond. Applicant requests a storage right for a pond on the Subject Property, and diversion rights to fill and refill that pond, as set forth below. A. Name of Structure. i. Jellystone Pond. ii. Jellystone Pond Diversion Structures. B. Legal Description. i. Jellystone Pond will be located on the Subject Property in the SW 1/4 of NW 1/4 of Section 2, T4N, R72W of the 6th P.M., by enlarging and lining an existing pond or by constructing a new pond. ii. Jellystone Pond Diversion Structures. Jellystone Pond will either be located on an unnamed drainage that passes through the SW 1/4 of the NW 1/4 of the aforementioned Section 2, or will be located adjacent to that drainage with a diversion structure on the drainage and located in said SW 1/4 NW 1/4 of Section 2. In addition, to the extent needed to fill Jellystone Pond, a pump station is planned on the Little Thompson River drainage in the SE 1/4 NE 1/4 of Section 3 at a point approximately 400 feet West of the East Section line and 3350 feet South of the North Section line of said Section. C. Amounts Claimed. 3 acre-feet of

storage in Jellystone Pond, with a right to fill and refill at a rate of 1 cfs by diversions under the Jellystone Pond Diversion Structures and/or at the rate of natural runoff if greater than 1 cfs. All claimed rights are conditional. D. Source. Unnamed drainage that passes through the SW1/4 of the NW1/4 of the Subject Property, tributary to the Little Thompson River and/or direct diversion from the Little Thompson River drainage. The Little Thompson River is a tributary of the Big Thompson River, tributary of the South Platte River. As explained below, an exchange will be used, at times, to fill and/or refill the Pond. E. Beneficial Uses. Domestic, commercial, piscatorial, aesthetic water feature, wildlife habitat, augmentation and exchange. F. Appropriation Date. October 1, 2007, based upon the intent to appropriate and actions consistent with that intent including, but not limited to, engineering and field work at the Subject Property. G. Pond Specifications. Jellystone Pond specifications will be verified at the time the structure is made absolute or in any decree resulting from this Application if the work is completed at that time. It is currently intended that the Pond will have a surface area of less than roughly 0.5 acres, with an embankment less than 10 feet high, and an outlet that allows 100% live capacity. H. Name and Address of the Owner of the Land on Which the Structure is Located. Jellystone Pond and any diversion structure on the aforementioned unnamed drainage will be located on, and will be used on, the Subject Property owned by Applicant. The Jellystone Pond diversion structure on the Little Thompson River drainage will be on land that Applicant believes is owned by Toni Brown, 2710 Claremont Blvd., Berkeley, CA 94705. 4. Alternate Point of Diversion and Correction of Legal Description. The Subject Property and Jellystone Park are supplied water pursuant to three absolute groundwater rights identified below that are diverted by three wells and a supplemental well under C.R.S. § 37-90-103(17). Diversions records are maintained on a cumulative basis for the four wells (recent records are attached as Exhibit B hereto). Applicant seeks to have the supplemental well recognized as an alternate point of diversion and, to the extent necessary, correct the legal description of the decreed groundwater rights to reflect the actual location of the wells. A. Original Decree. By decree entered on January 29, 1976 in Case No. W-5855, the District Court for Water Division No. 1 decreed groundwater rights for six wells. Three of those water rights are owned by Applicant. The application in W-5855 was filed June 30, 1972, so the groundwater rights for the Wells have a priority date based on their appropriation date, rather than their adjudication date. See C.R.S. § 37-92-306. The following water rights were decreed to the Wells used on the Subject Property: i. Decreed Legal Description of Wells. (a) Brown Well #1 located in the SW1/4 of the NW1/4, Section 2, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado at a point 3670 feet North and 20 feet East of the SW corner of said Section 2; (b) Brown Well #2 -11016-F located in the SE1/4 of the NE1/4, Section 3, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado at a point 3400 feet North and 175 feet West of the SE corner of said Section 3; and (c) Brown Well #3 - 014210-F located in the SW1/4 of the NW1/4, Section 2, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado at a point 3200 feet North and 175 feet East of the SW corner of said Section 2. ii. Decreed Source: Groundwater for all wells. iii. Decreed Appropriation Date: (a) Brown Well No. 1: June 1, 1966. (b) Brown Well No. 2- 11016-F: June 28, 1966. (c) Brown Well No. 3- 014210-F: July 7, 1969. iv. Decreed Amount: (a) Brown Well #1: 0.033 cfs. (b) Brown Well No. 2- 11016-F: 0.0445 cfs. (c) Brown Well No. 3- 014210-F: 0.0445 cfs. v. Decreed Use: Commercial and Domestic for all Wells. B. Legal Descriptions of Four Existing Wells: Four existing wells are located on the Subject Property. The extent to which the actual location of the existing wells match the decreed locations for the absolute groundwater rights set forth above in paragraph 4.A has been difficult to ascertain. Applicant requests the court to amend the decreed legal descriptions of the three absolute groundwater rights to reflect their actual location set forth below to the extent necessary, and further requests that the court allow diversion of said groundwater rights through the following four existing wells, to hereinafter be named the “Jellystone Wells”: i. Jellystone Well No. 1 is located in the SW1/4 of the NW1/4, Section 2, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado, at a point 3280 feet South and 300 feet East of the NW Corner of said Section 2. ii. Jellystone Well No. 2 is located in the NW1/4 of the SW1/4, Section 2, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado, at a point 3500 feet North and 175 feet East of the SW Corner of said Section 2. iii. Jellystone Well No. 3 is located in the SW1/4 of the NW1/4, Section 2, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado, at a point 3355 feet South and 200 feet East of the NW Corner of said Section 2. iv. Jellystone Well No. 4 is located in the NW 1/4 of the SW1/4, Section 2, Township 4 North, Range 72 West of the 6th P.M., Larimer County, Colorado, at a point 3330

feet North and 400 feet East of the SW Corner of said Section 2. 5. Augmentation Plan. The Jellystone Wells previously operated under an augmentation plan that is no longer available to Applicant. By this new augmentation plan, Applicant seeks the right to divert water out-of-priority with the Jellystone Wells and to replace the out-of-priority depletions in time, location and amount so that injury is prevented to vested senior rights. A. Structures to be Augmented. i. Jellystone Well No. 1. ii. Jellystone Well No. 2. iii. Jellystone Well No. 3. iv. Jellystone Well No. 4. B. Description of the Water Rights to be Used for Augmentation. i.Jellystone Pond. Described above in paragraph 3. ii.Bacon Reservoir. The Thompson Rivers Storage and Irrigation Company, LLC, 247 E. 4th Street, Loveland, CO 80537, owns and controls water supplies in Bacon Lake (aka Bacon Reservoir) and has executed a letter of intent to enter into a lease allowing Applicant to use water released from Bacon Reservoir for augmentation and exchange. Bacon Reservoir is the subject of a final decree in Case No.79CW345, Water Division No. 1, entered on June 28, 1982. The following water rights were decreed to Bacon reservoir: (a) Legal description of place of storage: Bacon Reservoir is located on 93.606 acres in the NW 1/4, of the SW 1/4 of the NE 1/4, Section 13, Township 4 North, Range 69 West of the 6th P.M., Larimer County, Colorado, as more accurately described in Case No. 79CW345. (b) Source: Seepage, runoff, agricultural return flow and drainage, storm sewer drainage from the Town of Berthoud, and waters of the Newell Lake Drainage District, said waters arising from unnamed water courses located in the vicinity of Bacon Lake, all of which are tributary to the Little Thompson River which is tributary to the South Platte River. (c) Amount. 360 acre feet with right to fill and refill to 1400 acre feet plus 200 conditional acre feet. (d) Appropriation Date. Jan. 1, 1919 for irrigation and direct flow irrigation exchange uses; and Aug. 1, 1972 for municipal, domestic and augmentation uses. (e) Beneficial Use: Agricultural, municipal, industrial. iii. Windy Gap. At times when the Jellystone Wells are providing an inadequate water supply for the Property, Windy Gap project water is purchased from the Town of Estes Park and hauled to the Property. C. Statement of Plan for Augmentation. Out-of-priority depletions associated with the Wells shall be augmented. The commercial and domestic water supply provided by the Wells at the Subject Property will be measured and standard engineering assumptions applied regarding consumptive use. Engineering completed to date indicates the Jellystone Wells provide an average of 1.7 AF (not including hauled water) from May - September, with an average depletion after return flows of 0.36 AF. These averages are used for planning purposes and are not intended as limitations herein. To the extent such depletions are out-of-priority, they will be augmented by one of four means: (i) direct releases of water from Bacon Reservoir to the Little Thompson Creek; (ii) releases of water from Jellystone Pond; (iii) credit for fully consumptive Windy Gap water hauled to the Subject Property; and (iv) such other augmentation sources as may be approved in the future. Windy Gap water used as a potable supply shall have standard engineering assumptions applied regarding consumptive use, and the Windy Gap return flow shall be a replacement source for the out-of-priority depletions. Windy Gap water may also be hauled to the subject property in an emergency for direct augmentation without a first use. 6. Appropriative Rights of Exchange. Applicant requests the right to exchange water from Bacon Reservoir to Jellystone Pond for storage and later release under the augmentation plan, and from Bacon Reservoir to the point of depletions associated with the Wells when operating under the augmentation plan. A. Jellystone Pond Exchange. This exchange will occur from the point at which Bacon Reservoir releases water into the Little Thompson River up to the Jellystone Pond. i. Exchange from Point. An outlet from Bacon Reservoir delivers water directly to the Little Thompson River at a point in the SE 1/4 SW 1/4 of Section 24, T4N R68W, Larimer County, Colorado. ii. Exchange to Point. Jellystone Pond and/or Jellystone Pond Diversion Structures, as described above at paragraph 3. iii. Appropriation Date for Exchange. December 31, 2007, based upon the intent to appropriate and actions consistent with that intent including, but not limited to, filing of this Water Court application. iv. Exchange Rate. 1 cfs or the rate of natural runoff if greater (conditional). B. Augmentation Exchange. This exchange will occur from the point at which Bacon Reservoir releases water into the Little Thompson River up to the approximate point of depletion caused by the Wells. i. Exchange from Point. Same as in paragraph 5.A.i. ii. Exchange to Point. The area of depletion on the Little Thompson River drainage that begins in the SE 1/4 NE 1/4 of Section 3, Township 4 North, Range 72 West of the 6th P.M, Larimer County, Colorado, at a point that is approximately 3300 feet South of the North section line, and extending approximately 1,000 feet down the Little Thompson River drainage. iii. Appropriation Date for Exchange. December 31, 2007, based upon the intent to appropriate and actions consistent with that intent including, but not limited to, filing of this Water Court

application. iv. Exchange Rate. The rate of exchange will be determined by the rate of out-of-priority depletions and the timing of required augmentation releases, but in no event will the rate exceed 0.1 cfs (conditional). 7. Measurement and Accounting. Applicant will install and maintain such water measuring devices and implement such accounting procedures as may be required to account for diversions, consumptive use, and replacement of out-of-priority depletions so as to prevent injury to any vested water rights. WHEREFORE, Applicant seeks entry of a final decree that (1) grants water rights for Jellystone Pond and Jellystone Pond Diversion Structures as described at paragraph 3, above; (2) approves the use of a supplemental well as an alternate point of diversion for absolute groundwater rights and, as may be necessary, corrects the legal description of the wells used to divert said groundwater rights, all as set forth above in paragraph 4; (3) approves the augmentation plan described at paragraph 5, above; (4) grants the appropriative rights of exchange described at paragraph 6, above; and (5) provides such other relief as may be appropriate and consistent with this pleading. 07CW337 W.U.B. INVESTMENTS, LLC, a Colorado limited liability company, c/o Carl Wilson, Manager, 3570 East 12th Avenue, Denver, CO 80206. [Telephone: 303-325-5001] Duncan, Ostrander & Dingess, P.C., Robert E. Schween, No. 12923, 3600 South Yosemite Street, Suite 500, Denver, CO 80237. Telephone: 303-779-0200. APPLICATION FOR AUGMENTATION PLAN FOR THE WITHDRAWAL OF UNDERGROUND NOT NONTRIBUTARY WATER FROM THE UPPER DAWSON AQUIFER, in ELBERT COUNTY. 2. Background: A. Applicant is the owner of a parcel of land consisting of a total of 160 acres, more or less, in Elbert County, generally described as a parcel in the E 1/2 of the SW 1/4 and the N 1/2 of the SE 1/4 of Section 14, Township 6 South, Range 65 West of the 6th P.M., as shown on the General Location Map, attached as Exhibit A and as described in the Property Legal Description, attached as Exhibit B, hereto (“Applicant’s Property”). B. By earlier decree of the Water Court in Case No. 96-CW-194, Water Division 1, Applicant’s predecessor in interest adjudicated the Denver Basin aquifer ground water underlying Applicant’s Property. The Upper Dawson aquifer underlying Applicant’s property was found to be not nontributary at this location. C. Applicant intends to development its property into 15 residential ranchette-type properties with one aesthetic water feature at the entrance to the property. Each of the 15 residences will be allowed its own well to be completed into the Upper Dawson aquifer and to be allotted one acre-foot of withdrawal per year. Also one acre-foot per year will be withdrawn from another Dawson aquifer well to supply the planned water feature. D. Accordingly, Applicant files this application for a plan for augmentation for the annual withdrawal of up to 16 acre-feet of ground water from the Upper Dawson aquifer as follows: PLAN FOR AUGMENTATION 3. Description of Plan for Augmentation: A. Ground Water Withdrawals to be Augmented: (1) Upper Dawson aquifer ground water as decreed in Case No. 96-CW-194, Water Division 1, as follows: Upper Dawson Aquifer: 35.2 Acre-Feet per year, based on the overlying 160 acres of land and saturated thickness and specific yield values of 110 feet and 20% respectively. The annual amount allowed is also based on a presumed aquifer life of 100 years. (2) Applicant intends to augment withdrawals of up to 16 acre-feet per year from the Upper Dawson aquifer because that is the maximum annual amount allotted for the proposed development. If additional supplies are needed to meet a County requirement for a 300-year supply, such additional amounts of ground water will be reserved from the nontributary Denver aquifer. B. Water Rights to be Used for Augmentation: Modeled stream depletions will be replaced by return flows from the domestic use of such ground water and other fully augmented not nontributary and/or nontributary ground water, as necessary. Replacement credits will be limited to return flows of domestically used water which will be treated through the use of nonevaporative wastewater (septic) systems in place at each residence. C. Return flows from water used for irrigation of lawns and gardens are not claimed in this application. Applicant reserves the right to calculate such return flows and claim credit in the future through a separate application to the Water Court. 4. Statement of Plan for Augmentation: A. General: Applicant will use not-nontributary Upper Dawson aquifer ground water to serve the demands of 15 proposed residences and one community water feature. Each residence will have its own augmented domestic well and its own septic wastewater treatment system. B. Modeled Stream Depletions: Applicant has run a standard numeric ground water model to determine the approximate amount of depletions to the stream system caused by the pumping of the Upper Dawson aquifer to exhaustion at this location. The results are

shown on the table and graph attached hereto as Exhibit C. The modeled stream depletion reaches a maximum of 0.92 acre-feet per year in year 650 after pumping of 16 acre-feet per year for 220 years. C. Replacement Water: (1) For purposes of this application, it is estimated that the residences and planned water feature on the property will require an annual amount of up to 16 acre-feet per year, as follows: 15 Residences @ 1.0 AF/Yr. =15 AF/Yr.; Water Feature = 1 AF/Yr.; Total = 16 AF/Yr. Applicant reserves the right to amend these values based on annual quantities available and final planning considerations for the Applicant's Property. (2) Consumptive use associated with in-house uses will be approximately 10% of water used. Accordingly, 90% of water used for in-house uses will be returned to the stream system. Of the one acre-foot of ground water allotted to each residence, it is estimated that approximately 0.5 acre-feet will be withdrawn and used in house for domestic purposes. Based on this estimate, over six (6) AF of water will be returned to the stream each year, as calculated below. 5. Replacement of Stream Depletions: A. During the Pumping Period. (1) Applicant is obligated to replace actual modeled stream depletions caused by the pumping of Upper Dawson aquifer ground water to the affected stream system pursuant to § 37-90-137(9)(c), C.R.S. (2) Return flows from the in-house use of Upper Dawson aquifer ground water will accrue to the Coal Creek and South Platte River system, and those return flows will be ample to replace actual stream depletions while such ground water is being pumped. The following table illustrates the quantity of domestically generated return flows expected: Type of Use Amount Used % Returned No. Amount Returned Residence 0.5 AF 90 15 6.75 AF Water Feature 1.0 AF -0- 1 -0- AF Total 6.75 AF (3) It is therefore estimated that 6.75 acre-feet per year will return to the stream system through percolation into the adjacent ground water table, based on the use estimates above. Such amount far exceeds the amount Applicant is obligated to return to the stream system, which is 0.44 acre-feet per year or 2.78% of the amount pumped in year 220 as shown at Exhibit C hereto. B. During the Period After Pumping Ceases: (1) After the entire amount of not nontributary Upper Dawson aquifer ground water underlying Applicant’s Property has been withdrawn or after pumping ceases, Applicant’s successor in interest of these ground water rights will demonstrate that any depletions which may occur to the stream system are unmeasurable, non-injurious to other water rights, and need not be replaced. (2) Applicant asserts that in such event that such stream depletions must be replaced, any other water source used to serve Applicant’s Property will continue to generate return flows in amounts adequate to fully augment any continuing stream depletion. (3) If the Court finds that any post-pumping stream depletions caused by the withdrawals that are the subject of this application must be replaced, Applicant shall reserve an appropriate amount of its nontributary ground water resources for such purpose. 6. Remarks: A. Applicant or its successor will withdraw its not nontributary Upper Dawson aquifer ground water decreed in Case No. 96-CW-194 under the plan of augmentation requested herein pursuant to § 37-90-137(9)(c), C.R.S. B. Replacement of any stream depletions caused by pumping such not nontributary Upper Dawson aquifer ground water will be made by return flows generated by the in-house domestic use of such ground water. C. The Court will be asked to retain jurisdiction over this matter for reconsideration of injury for a period to be determined by the Court. WHEREFORE, Applicant W.U.B. Investments, LLC, prays that this Court enter a ruling and decree: A. Granting the application herein and awarding a plan for augmentation for the withdrawal of all of Applicant’s not nontributary Upper Dawson aquifer ground water. B. Specifically determining that: 1. Return flows from the use of not nontributary Upper Dawson aquifer ground water and from nontributary ground water will serve as an adequate source of replacement water to satisfy Applicant's obligation to replace actual stream depletions caused by such pumping; 2. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of Upper Dawson aquifer ground water and the plan for augmentation proposed herein; and 3. By separate application, Applicant may seek to quantify, recapture, and reuse its excess reusable return flows FURTHER, Applicant prays that this Court grant such other relief as it deems proper in the premises. 07CW338 APPLICATION FOR UNDERGROUND WATER RIGHTS, UNDERGROUND WATER STORAGE RIGHTS, WATER STORAGE RIGHTS, UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY AND NOT NONTRIBUTARY LARIMIE-FOX HILLS AQUIFER AND PLAN FOR AUGMENTATION. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF BEA,

LLC; PAUL SATER; STEVEN FOOS; LISA FOOS; DAVID DECHANT; ALVIN DECHANT, JR.; DECHANT FARMS; MILLAGE BROTHERS, INC.; AND JERROLD BRETHAUER, IN WELD COUNTY, COLORADO; 1. Name address and telephone numbers of Applicants: BEA, LLC c/o Steven P. Foos, Manager, 28474 Weld County Road 46, Kersey, CO 80644, Telephone: (970) 590-5591; Steven P. Foos and Lisa J. Foos, 28474 Weld County Road 46, Kersey, CO 80644, Telephone: (970) 590-5591; David Dechant, 8029 County Road 39, Fort Lupton, CO 80631, Telephone: (303) 717-0060; Alvin Dechant, Jr., 11521 Weld County Road 49, Hudson, CO 80642, Telephone: (303) 536-9246; Dechant Farms, c/o David Dechant, Partner, 8029 Weld County Road 49, Hudson, CO 80642, Telephone: (303) 717-0060; Paul Sater, 28496 Weld County Road 44, Kersey, CO 80644, Telephone: (970) 396-8642; Millage Brothers, Inc., c/o Eric D. Millage, 22744 Weld County Road 59, Kersey, CO 80644, Telephone: (970) 353-7429; Jerrold L. Brethauer, 701 Second Street Court; Kersey, CO 80644, Telephone: (970) 351-7895. Copies of all pleadings to: Star L. Waring, Ozzie A. Medoza, Waring & Fiflis, LLC, 1942 Broadway, Suite 315, Boulder, CO 80302. 2. Introduction: By this Application, BEA, LLC, and its members (“Applicants”) seek a decree for a conjunctive use project in the Box Elder Basin in Weld County, Colorado. Applicants claim conditional underground water rights within the alluvium of the Box Elder Basin to be withdrawn by wells located in close proximity to Box Elder Creek so that depletions to the river are considered instantaneous for accounting purposes. The ground water pumped from the wells will be lawfully captured, possessed and controlled for future beneficial use by delivering that water by artificial means to recharge basins and underground storage reservoirs located at several points in the Box Elder Basin. Applicants have the intent and ability to recapture and use the stored water. Applicants will show that the aquifer is capable of accommodating the stored water without injuring other water rights. All structures used in the project will be located on land owned by the Applicants. Applicants will have an accurate means for measuring and accounting for the water stored and extracted from storage in the aquifer. In addition, Applicants seek to appropriate all Laramie-Fox Hills Denver Basin ground water underlying each of their parcels. All of the Laramie-Fox Hills Denver Basin ground water is classified as non-tributary (NT) and not non-tributary (NNT), 4% or actual, as summarized in Table 1: Table 1: Claim for Laramie-Fox Hills Denver Basin Water: Applicants also seek approval of a plan for augmentation to augment depletions attributable to out of priority diversions from Applicants’ wells. All of the water claimed in the Application will be used for recharge, irrigation, industrial, fire protection, augmentation, replacement, storage and piscatorial purposes with the right to use, reuse and successively use the water to extinction. Date of Appropriation for all water rights claimed herein: December 31, 2007. How Appropriation was initiated: The appropriations claimed herein were initiated by the filing of this Application with the intent to appropriate the subject water rights and put third parties on notice of the appropriation. 3. Claims for Conditional Underground Water Rights, Underground Water Storage Rights and Water Storage Rights. The Application describes the location of all existing and proposed wells to be used to pump ground water from Box Elder Creek, a tributary of the South Platte River. The wells will be located on the old channel of Box Elder Creek and the Stransky Lateral Channel, the western branch of the Creek in the Box Elder Drainage District. The wells will be pumped to recharge ponds for reallocation of ground water using the Alluvial Water Accounting System (AWAS) model – Glover stream depletion/accretion model algorithm. Water will be recharged into the recharge ponds described herein and allowed to flow back to Box Elder Creek via sub-surface flow to recharge Box Elder Creek. These recharge accretions back to the Box Elder Creek will be quantified and tracked via the AWAS model for credit as an augmentation replacement

ApplicantNet

Appropriation (af)

Classification

Sater, Paul 705.56 NNTFoos, Steven and Lisa 92.28 NNTMillage Brothers, Inc. 118.05 NNTBreathauer, Jerrold 39.27 NNTDechant, D. and A. 659.8 NT

supply during times when Applicants’ well depletions are out-of-priority. Any water remaining in each recharge basin that has not percolated into the Box Elder alluvium can be pumped directly for irrigation and other uses. In addition to water being pumped from the recharge wells into the recharge basins, water can also be pumped directly to the sub-surface storage sites described herein. These proposed underground water storage sites will be lined using curtain slurry wall technology, thereby effectively providing a disconnect of the sub-surface flow into and out of the lined sub-surface reservoir. Water from the recharge wells will be pumped to these locations and allowed to percolate or be injected into the unsaturated sands and gravels within the lined perimeter of each site. Water can then be pumped from these sites for irrigation, augmentation, replacement and other uses directly to Box Elder Creek during times of call, and to the proposed recharge basins for recharge and accretion to the Box Elder Creek. a. Recharge Structures. Note: Well permits will be applied for prior to construction of the wells. 1. Paul Sater Parcel. Owner of Land on Which Structures Are Located: Paul Sater. a. Sater Recharge Well 1. i. Location: NE1/4, SE1/4, Section 14, Township 4 North, Range 64 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional ; iii. Source: ground water tributary to Box Elder Creek; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. b. Sater Recharge Well 2. i. Location: NE1/4, NE1/4, Section 23, Township 4 North, Range 64 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. c. Sater Recharge Well 3. i. Location: SE1/4, NE1/4, Section 23, Township 4 North, Range 64 West, 6th P.M. ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional. iii. Source: ground water tributary to Box Elder Creek. iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. d. Sater Recharge Well 4 (existing well permit no. 5-0023). i. Location: SW1/4, SE1/4, Sec 23, Township 4 North, Range 64 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; e. Sater Recharge Pond 1. i. Location: NE1/4, SW1/4, Section 12, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage, conditional with the right to fill and refill; iv. Amount claimed: 800 g.pm., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; vii. Operations: Recharge of alluvial ground water from Millage Recharge Well 2. f. Sater Recharge Pond 2. i. Location: NE1/4, SE1/4, Section 12, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Source: ground water tributary to Box Elder Creek and LFH water rights; v. Amount Claimed: 800 g.p.m. , 1.78 c.f.s. conditional; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 2. g. Sater Recharge Pond 3; i. Location: SE1/4, SE1/4, Section 12, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; vii. Operations: Recharge of alluvial ground water from Breathauer Recharge Well 1. h. Sater Recharge Pond 4. i. Location: NW1/4, NE1/4, Section 13, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv.Amount Claimed: 800 gallons per minute, 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Breathhauer Recharge Well 1. i. Sater Recharge Pond 5. i. Location: NW1/4, NW1/4, Section 18,

Township 4 North, Range 63 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Breathauer Recharge Well 1. j. Sater Recharge Pond 6. i. Location: SE1/4, NE1/4, Section 13, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than ten feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Sater Recharge Well 1. k. Sater Recharge Pond 7. i. Location; NW1/4,SE1/4, Section 14, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet of dead storage with the right to fill and refill; iv.Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Sater Recharge Well 1. l. Sater Recharge Pond 8. i. Location: SW1/4, SE1/4, Section 14, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Sater Recharge Well 2. m. Sater Recharge Pond 9. i. Location: SW1/4, NE1/4 & NW1/4, SE 1/4., Section 23, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; vii. Operations: Recharge of alluvial ground water from Sater Recharge Well 3. n. Sater Recharge Pond 10. i. Location: SE1/4, SE1/4, Section 23, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: groundwater tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii.Operations: Recharge of alluvial ground water from Sater Recharge Well 4. o. Lined alluvial storage ponds. i. Location: SE1/4, Section 13, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 160 acres; iii. Capacity: 2000 acre-feet, sub-surface in-situ storage with the right to fill and refill; iv. Amount Claimed: 1600 g.p.m., 3.56 c.f.s. conditional, 2000 acre-feet conditional; v. Source: groundwater tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Sub-surface; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: 1. Storage of water pumped from Sater Recharge Wells 1 and 2; and 2. Water Pumped from sub-surface storage to augmentation and replacement to Box Elder Creek or Sater Recharge Ponds 3, 4, 5 and 6. p. Lined alluvial storage ponds. i. Location: E1/2, Section 18, Township 4 North, Range 63 West, 6th P.M.; ii. Size: 320 surface acres; iii. Capacity: 4000 acre-feet, sub-surface in-situ storage with the right to fill and refill; iv. Amount Claimed: 3200 g.p.m. and 7.13 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Sub-surface; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; vii. Operations: Storage of water pumped from Breathauer Recharge Well 1 and Sater Recharge Wells 1, 2 and 3 and Water Pumped from sub-surface storage to augmentation and replacement to Box Elder Creek or to Sater Recharge Ponds 3, 4, 5 and 6. 2. Jarrold Breathauer Parcel. Owner of Land on Which Structures Are Located: Jerrold Breathauer. a. Breathauer Recharge Well 1; i. Location:

SE1/4, SE1/4, Section 11, Township 4 North, Range 64 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Ground water tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. b. Breathauer Recharge Pond 1; i. Location: NW1/4, SE1/4, Section 11, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 2. c. Breathauer Recharge Pond 2; i. Location: SW1/4, SE1/4, Section 11, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; 3. Millage Brothers, Inc. Parcel. Owner of land upon which structures are located: Millage Brothers, Inc. a. Millage Recharge Well 1 (existing well permit no. 4-27173F). i. Location: NE1/4, NE1/4, Section 11, Township 4 North, Range 64West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. c. Millage Recharge Well 3. i. Location: NE1/4, SE1/4, Section 15, Township 4 North, Range 64 West, 6th P.M.; ii Amount Claimed: 800 gpm, 1.78 c.f.s. conditional; iii. Source: groundwater tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; d. Millage Recharge Pond 1; i. Location: NW1/4, NE1/4, Section 11, Township 4 North, Range 64 West; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv.Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 1. e. Millage Recharge Pond 2. i. Location: SE1/4, NE1/4, Section 11, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 2; f. Millage Recharge Pond 3. i. Location: NE1/4, NW1/4, Section 12, Township 4 North, Range 64 West; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 1. g. Millage Recharge Pond 4; i. Location: SE1/4, NW1/4, Section 12, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii.Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 2. h. Millage Recharge Pond 5. i. Location: NW1/4, SE1/4, Section 15, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii.Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Millage Recharge Well 3. 4. Foos Parcel. Owner of Land

on Which Structures Located: Steven Foos and Lisa Foos. a. Foos Recharge Well 1 (Existing well permit no. 10524). i. Location: NE 1/4, SE 1/4, Section 27, Township 4 North, Range 64 West, 6th P.M.; ii. Amount claimed: 800 g.pm., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek and LFH water rights iv. Claimed uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use to extinction. b. Foos Recharge Pond 1. i. Location: NW1/4, NE1/4, Section 27, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Foos Recharge Well 1. c. Foos Recharge Pond 2. i. Location: NW1/4, SE1/4, Section 27, Township 4 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Foos Recharge Well 1. 5. Alvin Dechant, Jr., David Dechant, Dechant Farms Parcels. Owner of Land on Which Structures Are Located: Alvin Dechant, Jr., David Dechant, and/or Dechant Farms. a. Dechant Recharge Well 1. i. Location: NW1/4, NE1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii.Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. b. Dechant Recharge Well 2. i. Location: NW1/4, SE1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. c. Dechant Recharge Well 3. i. Location: SE1/4, SW 1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. d. Dechant Recharge Well 4. i. Location: SE1/4, SE1/4, Section 1, Township 2 North, Range 65 West, 6th P.M.; ii. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; iii. Source: ground water tributary to Box Elder Creek and LFH water rights; iv. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. e. Dechant Recharge Pond 1. i. Location: NW1/4, NW1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m. , 1.78 c.f.s. conditional; v. Source: groundwater tributary to Box Elder Creek and LFH water rights; vi. Dam Height: less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 1 f. Dechant Recharge Pond 2. i. Location: NE1/4, NE1/4, Section 36, Township 3 North, Range 65West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m. , 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 1. g. Dechant Recharge Pond 3; i. Location: NW1/4, NE1/4, Section 36, Township 3 North, Range 65 West, 6th P.M.. ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m. , 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection,

storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 1; h. Dechant Recharge Pond 4. i. Location: NE1/4, SW1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Source: ground water tributary to Box Elder Creek and LFH water rights; v. Amount Claimed: 800 gpm , 1.78 c.f.s. conditional; vi. Dam Height: Less than 10 feet; vii.Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; vii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 2. i. Dechant Recharge Pond 5, i. Location: NW1/4, SW1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m. , 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 2. j. Dechant Recharge Pond 6; i. Location: NE1/4, SE1/4, Section 36, Township 3 North, Range 65 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 2. k. Dechant Recharge Pond 7. i. Location: SW1/4, SW1/4, Section 31, Township 3 North, Range 64 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; vii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 3. l. Dechant Recharge Pond 8, i. Location: SE1/4, SE1/4, Section 36, Township 3 North, Range 65 West, 6th P.M.; ii. Size: 8 surface acres; iii. Capacity: 100 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 gpm , 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge pumping, industrial, irrigation, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 3. m. Dechant Recharge Pond 9. i. Location: SW1/4, SE1/4, Section 36, Township 3 North, Range 65 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m. , 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights;, vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge pumping, industrial, irrigation, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge wells 3 and 4. n. Dechant Recharge Pond 10. i. Location: SE1/4, SE1/4, Section 1, Township 2 North, Range 65 West, 6th P.M.; ii. Size: 4 surface acres; iii. Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 4; o. Dechant Recharge Pond 11. i. Location: SW1/4, SE1/4 & SE1/4, SW1/4, Section 1, Township 2 North, Range 65 West, 6th P.M.; ii. Size: 8 surface acres; iii. Capacity: 100 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction.; Operations: Recharge of alluvial ground water from Dechant Recharge Well 4. p. Dechant Recharge Pond 12. i. Location: SW1/4, SW1/4, Section 1, Township 2 North, Range 65 West, 6th P.M.; ii. Size: 4 surface acres; iii.

Capacity: 50 acre-feet storage with the right to fill and refill; iv. Amount Claimed: 800 g.p.m., 1.78 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Less than 10 feet; vii. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction; viii. Operations: Recharge of alluvial ground water from Dechant Recharge Well 4; q. Lined alluvial storage ponds i. Location: W1/2, Section 36, Township 3 North, Range 65 West, 6th P.M.; ii. Size: 320 acres; iii. Capacity: 4000 acre-feet, sub-surface in-situ storage with the right to fill and refill; iv. Amount Claimed: 1600 g.p.m., 3.56 c.f.s. conditional; v. Source: ground water tributary to Box Elder Creek and LFH water rights; vi. Dam Height: Sub-surface; vii. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction.viiii. Operations: 1. Storage of water pumped from Dechant Recharge Wells 1 and 2 and 2. Water Pumped from sub-surface storage to augmentation and replacement to Box Elder Creek or Dechant Recharge Ponds 1 - 9. 4. Claims for Nontributary and Not Nontributary water underlying Applicants’ parcels. Applicants claim the right to withdraw all Denver basin groundwater underlying their respective parcels, as described below. a. Well Permits: Well permits will be applied for prior to construction of the wells. b. Claims for Applicants’ Individual Parcels: 1. Paul Sater. a. Source: Not Nontribuary Laramie-Fox Hills (LFH) aquifer. b. Names of wells and well permits: Sater LFH Wells nos. 1 through 20. Applicant will identify specific wells and apply for well permits to withdraw the water rights determined herein. c. Legal description of overlying land: Land Owner: Paul Sater. The S 1/2 of Section 12; Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado; All of Section 13, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado, EXCEPT that portion conveyed to Edward Miner and Judith Ann Minder by deed recorded February 14, 1969 in Book 606, as Reception No. 1527562; The SE 1/4 of Section 14, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado; The E 1/2 of Section 23, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado; All of Section 18, Township 4 North, Range 63 West of the 6th P.M., Weld County, Colorado; and All of Section 19, Township 4 North, Range 63 West of the 6th P.M., Weld County, Colorado. d. Amount Claimed: 705.56 acre-feet, 100 g.p.m. per well. e. Saturated thickness: 165 feet to 185 feet (see SB05 calculations below) LOCATION: CENTER OF S1/2 OF SEC. 12, T.4N., R.64W. (1320 SSL, 2640 WSL)

Ground Elevation: 4630 Number of Acres: 312 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4375 4631 165.8 255 -1 77.57 NNT LOCATION: CENTER OF SEC. 13, T.4N., R.64W. (2640 NSL, 2640 WSL) Ground Elevation: 4640 Number of Acres: 617.5 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4360 4638 180.0 280 2 166.73 NNT LOCATION: CENTER OF SE1/4 OF SEC. 14, T.4N., R.64W. (1320 SSL, 1320 ESL)

Ground Elevation: 4650 Number of Acres: 160 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4353 4637 184.1 297 13 44.18 NNT LOCATION: CENTER OF SEC. 18, T.4N., R.63W. (2640 NSL, 2640 WSL) Ground Elevation: 4635 Number of Acres: 620 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4370 4625 165.0 265 10 153.45 NNT LOCATION: CENTER OF SEC. 19, T.4N., R.64W. (2640 NSL, 2640 WSL) Ground Elevation: 4680 Number of Acres: 630 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4350 4636 185.0 330 44 174.83 NNT LOCATION: CENTER OF E1/2 OF SEC. 23, T.4N., R.64W. (2640 SSL, 1320 ESL) Ground Elevation: 4660 Number of Acres: 320 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4331 4617 185.0 329 43 88.80 NNT

e. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. 2. Jerrold Brethauer . a. Source: Not Nontributary Laramie-Fox Hills (LFH) aquifer. b. Names of wells and permits: Brethauer LFH wells nos. 1 through 5. Applicant will identify specific wells and will apply for well permits to

withdraw the water rights determined herein. c. Legal description of overlying land: Land Owner: Jerrold L. Brethauer, SE 1/4 of Section 11, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado. d. Amount Claimed: 39.27 acre-feet, 100 gpm per well ; e. Saturated thickness: 167.8 feet (see SB05 calculations below) LOCATION: CENTER OF SE1/4 OF SEC. 11, T.4n., R.64W. (1320 SSL, 1320 ESL)

Ground Elevation: 4630 Number of Acres: 156 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4381 4639 167.8 249 -9 39.27 NNT

f. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. 3. Millage Brothers, Inc. a. Source: Not Nontributary Laramie-Fox Hills (LFH) acquifer. b. Names of wells and permits: Millage LFH wells nos. 1 through 5. Applicant will identify specific wells and will apply for well permits to withdraw the water rights determined herein. c. Legal description of overlying land: Landowner: Millage Brothers, Inc.: A tract of land located in the E 1/2 of the SE 1/4 of Section 4, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado, more particularly described as follows: Considering the East line of said Section 4 to bear South 00°00'00" East and with all other bearings contained herein relative thereto; Beginning at the Northeast Corner of the East Hall of the Southeast Quarter of said Section 4; thence South 00°00'00" East 1352.85 feet; thence North 48°51'20" West along the southwesterly toe of the existing embankment 702.70 feet; thence North 01°40'40" West along said toe and its northerly extension 892.90 feet to the North Line of the Southeast Quarter of said Section 4; thence South 89°49'20" East along said North line 555.30 feet to the point of beginning; All of SW 1/4 of Section 3, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado; All That Part of the NW 1/4 of Section 10 North of The Ogilvy Ditch, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado; Lot B in NW 1/4 of Section 12, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado, OF RECORDED EXEMPTION NO. 1053-12-2-RE674; Lot B in SE 1/4 of Section 15, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado, RECORDED EXCEPTION NO. 1053-15-4-RE1436, according to map recorded October 1, 1992 in Book 1303, at Reception No. 2305425; Lot B, a part of the E 1/2 of NE 1/4 of Section 11, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado, OF RECORDED EXEMPTION NO. 1053-11-1-RE1304, recorded October 26, 1990 in Book 1280, as Reception No. 2231208; and The W 1/2 of the NE 1/4 of Section 11, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado. d. Amount Claimed: 118.05 acre-feet, 100 g.p.m. per well. e. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. f. Saturated thickness: 156.9 to 185 feet (see SB05 calculations below)

LOCATION: CENTER OF NE1/4 OF SEC. 11, T.4N., R.64W. (1320 NSL, 1320 ESL) Ground Elevation: 4621 Number of Acres: 152.38 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4392 4634 156.9 229 -13 35.86 NNT LOCATION: CENTER OF SE1/4 OF SEC. 15, T.4N., R.64W. (1320 SSL, 1320 ESL)

Ground Elevation: 4645 Number of Acres: 152.26 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4356 4642 185.0 289 3 42.25 NNT LOCATION: CENTER OF NW1/4 OF SEC. 12, T.4N., R.64W. (1320 SSL, 1320 wSL) Ground Elevation: 4620 Number of Acres: 160.00 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- ---

LARAMIE-FOX HILLS 4377 4633 166.4 243 -13 39.94 NNT

4. Steve and Lisa Foos. a. Source: Not Nontributary Laramie-Fox Hills aquifer; b. Name of wells and well permits: Foos LFH Wells Nos. 1 through 5. Applicants will identify wells and apply for well permits to withdraw the water rights determined herein. c. Legal Description of overlying land: The SE 1/4 of Section 1, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado; and The NE 1/4 and N 1/2 SE 1/4 of Section 27, Township 4 North, Range 64 West of the 6th P.M., Weld County, Colorado. d. Amount Claimed: 92.28 acre-feet, 100 g.p.m. per well. e. Saturated thickness: 130 to 180.2 feet (see SB05 calculations below) LOCATION: CENTER OF SE1/4 OF SEC. 1, T.4N., R.64W. (1320 SSL, 1320 ESL)

Ground Elevation: 4608 Number of Acres: 154 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4413 4613 130.4 196 -5 30.12 NNT LOCATION: SW1/4 OF NE1/4 OF SEC. 27, T.4N., R.64W. (1980 NSL, 1320 ESL) Ground Elevation: 4675 Number of Acres: 230 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- ---

DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4329 4658 180.2 346 17 62.16 NNT

f. Claimed Uses: Recharge, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction. 5. Alvin Dechant, Jr., David Dechant, Dechant Farms. a. Source: Nontributary Laramie-Fox Hills (LFH) Acquifer. b. Name of Wells and Permits: Dechant LFH wells nos. 1 – 20. Applicants will identify specific wells and will apply for permits to withdraw the water rights determined herein. c. Legal Description of Overlying Land On Which Wells will be located: Land Owner: Alvin Dechant Jr.: All of Section 1, Township 2 North, Range 65 West of the 6th P.M., Weld County, Colorado; N 1/2 NW 1/4 of Section 31, Township 3 North, Range 64 West of the 6th P.M., Weld County, Colorado; S 1/2 NW 1/4 of Section 31, Township 3 North, Range 64 West of the 6th P.M., Weld County, Colorado; SW 1/4 of Section 31, Township 3 North, Range 64, West of the 6th P.M., Weld County, Colorado; and SE 1/4 and N 1/2 NE 1/4 of Section 31, Township 3 North, Range 64, West of the 6th P.M., Weld County, Colorado. Land Owners: Alvin Dechant Jr. & David Alan Dechant: All of Section 7, Township 3 North, Range 64 West of the 6th P.M., Weld County, Colorado, EXCEPTING THEREFROM a parcel of land conveyed to J.L. Marble & Anna O. Marble by deed recorded December 12, 1972, in Book 681, as Reception No. 1603456; All of Section 8, Township 3 North, Range 64 West of the 6th P.M., Weld County, Colorado, EXCEPTING THEREFROM a parcel of land conveyed to Robert Eugene Brown & Mary Ann Brown by deed recorded August 22, 1973 in Book 698, as Reception No. 1619960; and The W 1/2 of Section 25, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado, EXCEPT that portion thereof conveyed to the Farmers Reservoir and Irrigation Company in Quit Claim Deed recorded in Book 417 at Page 254. Land Owner: Dechant Farms, a Colorado General Partnership: All of Section 36, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. d. Amount Claimed: 659.80 acre-feet, 100 g.p.m. per well. e. Saturated thickness: 145 to 178 feet (see SB05 calculations below) LOCATION: CENTER OF SEC. 7, T.3N., R.64W. (2640 NSL, 2640 WSL)

Ground Elevation: 4805 Number of Acres: 561.74 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4290 4625 174.0 515 180 146.61 NT LOCATION: NW1/4 OF SW1/4 OF SEC. 8, T.3N., R.64W. (1980 SSL, 1320 WSL) Ground Elevation: 4770 Number of Acres: 85.85 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4274 4610 173.3 496 160 22.31 NT LOCATION: CENTER OF W1/2 OF SEC. 25, T.3N., R.65W. (2640 NSL, 1320 WSL)

Ground Elevation: 4830 Number of Acres: 263.15 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4235 4548 177.5 595 283 70.06 NT LOCATION: CENTER OF NW1/4 OF SEC. 31, T.3N., R.64W. (1320 NSL, 1320 WSL) Ground Elevation: 4807 Number of Acres: 108 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4197 4510 176.3 610 297 28.55 NT LOCATION: CENTER OF SW1/4 OF SEC. 31, T.3N., R.64W. (1320 SSL, 1320 WSL) Ground Elevation: 4818 Number of Acres: 146 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4179 4491 168.4 639 327 36.89 NT LOCATION: CENTER OF SE1/4 OF SEC. 31, T.3N., R.64W. (1320 SSL, 1320 ESL) Ground Elevation: 4810 Number of Acres: 160 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4179 4486 170.5 631 324 40.92 NT LOCATION: NW1/4 OF NE1/4 OF SEC. 31, T.3N., R.64W. (660 NSL, 1320 ESL)

Ground Elevation: 4800 Number of Acres: 80 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4202 4509 178.0 598 291 21.36 NT LOCATION: CENTER OF SEC. 36, T.3N., R.65W. (2640 NSL, 2640 WSL) Ground Elevation: 4815 Number of Acres: 636 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4195 4500 165.0 620 315 157.41 NT LOCATION: CENTER OF SEC. 1, T.2N., R.65W. (2640 NSL, 2640 WSL) Ground Elevation: 4835 Number of Acres: 623.87 ELEVATION DEPTH TO ANNUAL --------------- NET --------------- APPROP STATUS AQUIFER BOT. TOP SAND BOT. TOP A-F -------------------- ------- ------- ------- ------- ------- ------- ------- UPPER DAWSON ---- ---- ---- ---- ---- ---- --- LOWER DAWSON ---- ---- ---- ---- ---- ---- --- DENVER ---- ---- ---- ---- ---- ---- --- UPPER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LOWER ARAPAHOE ---- ---- ---- ---- ---- ---- --- LARAMIE-FOX HILLS 4165 4480 145.0 670 355 135.69 NT

f. Claimed Uses: Recharge pumping, irrigation, industrial, augmentation, replacement, fire protection, storage, and piscatorial with the right to use, re-use and successively use the water to extinction.

5. Plan for Augmentation. This plan for augmentation is a supplemental plan to augment coverage of the Applicants’ existing alluvial wells covered under the Ground Water Management Subdistrict (GWMSD) and the Well Augmentation Subdistrict (WAS) of the Central Colorado Water Conservancy District decreed plans in cases nos. 02CW335 and 02CW99. All in-priority water pumped from the Applicants’ recharge wells indentified herein will be placed into the Box Elder alluvium via the recharge ponds, evaporative and vegetation losses deducted and the net volume to the alluvium allowed to flow, sub-surface, back to Box Elder Creek and credited to Applicants’ out-of-priority alluvial well depletions not covered by the GWMSD and the WAS plans. Monthly accounting will be conducted and coordinated with the GWMSD and WAS plans to insure that all out-of-priority depletions from the Applicants’ wells are replaced. Water pumped from the Applicants’ recharge wells indentified herein may also be stored in the sub-surface storage sites identified herein for future pumping to Box Elder Creek to replace out-of-priority depletions from Applicants’ wells not covered by GWMSD and

the WAS plans. Monthly accounting will be conducted and coordinated with the GWMSD and WAS plans to insure that all out-of-priority depletions from the Applicants’ wells are replaced. In addition to the proposed recharge wells, ponds and sub-surface storage sites, this Application includes the appropriation of all Denver Basin water rights underlying all of Applicants’ parcels as quantified herein. The majority of the Denver Basin water rights claimed herein are classified as not non-tributary and will require a plan for augmentation prior to the use of the subject water rights. The Denver Basin water right pumping and subsequent depletions to the alluvium from the pumping of the LFH water will be tracked and accounted using the DB water rights as a replacement source and the recharge credits and storage pumping from the structures identified herein. All necessary post pumping depletions attributed to the LFH water rights will be replaced using the water rights claimed herein in addition to any source available to Applicants that is decreed for augmentation use. All LFH water rights, after appropriate coverage for depletions to the Box Elder Creek alluvium (2%, 4% or actual replacement) and irrigation uses can be used to cover the out-of-priority depletions from the applicant’s wells not covered by the GWMSD and the WAS plans. Monthly accounting will be conducted and coordinated with the GWMSD and WAS plans to insure that all out-of-priority depletions from the applicants’ member wells are replaced. AMENDMENTS 03CW047. 1. Applicant: Lower Latham Reservoir Company, P.O. Box 398, Kersey, CO 80644, c/o Dennis Hoshiko; telephone number (970) 330-8780. THIRD APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION ADDING NEW CONDITIONAL SURFACE WATER RIGHT AND CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE IN WELD COUNTY. 2. Applicant filed the original application in this matter with the court on January 31, 2003. Applicant filed a first and second amendment to the Original Application on July 8, 2003 and April 2, 2004 respectively for the purpose of adding wells to the augmentation plan. With this Third Amendment to Application for Change of Water Rights and Approval of Plan for Augmentation Adding New Conditional Surface Water Right and Conditional Appropriative Rights of Exchange, the Applicant seeks to amend and clarify the Original Application as specifically set forth below, and to make an additional claim for a conditional water right and for rights of appropriative exchange. Except as specifically set forth herein, the Original Application is unchanged by this amendment and is incorporated herein. All previously filed statements of opposition in this case shall be considered fully applicable to this Third Amendment. AMENDMENTS TO THE ORIGINAL APPLICATION 3. Paragraph 3.1 of the Original Application concerns the change of 56 shares of Highland Ditch a/k/a Plumb Ditch water. Applicant has conveyed 47 of these shares and no longer intends to change the remaining 9 shares it retained. The Original Application is amended to remove paragraph 3.1 concerning the Highland Ditch decrees, the discussion of historical use and proposed change of the Highland Ditch shares in paragraph 4, the proposed use of Highland Ditch water as an augmentation source in paragraphs 7 and 8, and all other references in the Original Application to the proposed change or use of Highland Ditch water. 4. Paragraph 3.2 of the Original Application concerns Applicant’s proposed change of the water associated with Applicant’s 15.19 shares in the Greeley Irrigation Company (“GIC”). The description of the historically irrigated lands associated with these 15.19 shares found in paragraph 3.2.G of the Original Application is amended as follows: 1.49 shares historically used at farm E-31. 1.5 shares historically used at farm E-92. 1 share historically used at farm W-34. 2.7 shares historically used at farm E-89d. 0.75 shares historically used at farm E-50a. 0.25 shares historically used at farm E-50b. 1 share historically used at farm E-63. 1 share historically used at farm E-90c. 4 shares historically used at farm E-14. 1.50 shares identified with no particular farm. 5. Paragraph 4 erroneously states that 56 shares of GIC water are being changed. Applicant seeks to change 15.19 GIC shares. 6. The following wells described in paragraph 6 of the Original Application are removed as structures to be augmented.

Well Permit Owner 6170 Magnuson, Larry 4481 Berryman, Kathy

11524 Berryman, Kathy 20033 DeJong Dairy 6838 Shelf of Greeley Seven

(Pankow, Herbert) 13983 Lorenz Farms 13984 Lorenz Farms 523 Eckhardt, John and Trudy

(Pritchard, Valerie) Applicant will replace all post-pumping depletions that it is legally obligated to replace resulting from the past pumping of the removed wells. Applicant intends for this plan to augment wells that are replacement and/or alternate point of diversion wells for the structures that are to be augmented. Applicant also intends for this plan to augment depletions associated with the operation of the augmentation, recharge and retiming wells as set forth in the Original Application and further described in paragraph 9 below. Applicant intends to propose procedures in the decree for the inclusion of additional augmentation and retiming wells in the decree for use in this plan. Otherwise, Applicant does not now intend to include additional wells in this plan but reserves the right to propose procedures in the decree that would so allow. 7. Paragraph 7 of the Original Application details the sources of augmentation water to be used in this plan. In addition to the water rights identified in said paragraph 7, Applicant will utilize as augmentation sources waters represented by the shares it owns in the Lower Latham Ditch Company and the Union Ditch Company, which are the subject of pending Case Nos. 06CW291 and 06CW292, respectively, and any amendments thereto. Applicant proposes to use these changed water rights in the manner detailed in the applications, including: (1) returning the changed water directly to the South Platte River for augmentation purposes; (2) placing the changed Union Ditch water in the Lower Latham Reservoir, either directly or by internal exchange within the Latham system; (3) exchanging the changed Lower Latham water internally for other waters within the Lower Latham system to allow the changed water rights to be stored in the Lower Latham Reservoir for later delivery directly to the South Platte river for augmentation purposes, or for delivery for in-ditch recharge purposes in the Lower Latham Ditch and/or the recharge structures to be identified as set forth in paragraph 8.2 hereof; and (4) delivering the water directly for in-ditch recharge purposes in the Lower Latham Ditch and/or the recharge structures to be identified as set forth in paragraph 8.2 hereof. The Lower Latham Ditch (which for purposes of this application includes the Lower Latham Extension Ditch ) is located in Sections 27-32, and 21-24, T5N, R65W; Sections 19-21, 26-28 and 35, T5N, R64W; Sections 1, 2 and 12, T4N, R64W; Sections 2-7, 10 and 11, T4N, R63W; and Section 32, T5N, R63W, all West of the 6th P.M. Applicant also intends to claim credit for the fully consumable portion of all of the water rights utilized in this plan that seep from the Lower Latham Reservoir. The Lower Latham Reservoir is located in portions of Sections 34 and 35, T5N, R65W and Section 2 and 3, T4N, R65W of the 6th P.M. The headgate of the Lower Latham Ditch is described herein in paragraph10.1. Applicant may also claim augmentation credits to which it is or may become entitled to by virtue of its share ownership in the Union Ditch Company. Additionally, Applicant intends to continue to obtain year-to-year approval of a lease of water from the City of Longmont. The original lease is provided in the Original Application as “Exhibit F.” Applicant will use the water derived from the continuation of this lease as an augmentation source. Applicant also intends to utilize as augmentation sources in this plan the water diverted pursuant to the conditional water rights and rights of appropriative exchange described below in paragraphs 9, 10 and 11 of this Third Amendment. Applicant further proposes to use other augmentation water supplies that are, or become, legally suitable for augmentation use in this plan. Applicant will propose procedures for inclusion of additional augmentation supplies, including the inclusion, on a temporary or permanent basis, of waters that have been decreed as fully consumable or are fully consumable by definition; waters that have been or are in the process of being decreed for augmentation purposes; leased water supplies; Colorado-Big Thompson Water in accordance with the policies of the Northern Colorado Water Conservancy District; waters that derive from augmentation, recharge or retiming wells; and water sources suitable for augmentation use in this plan pursuant to §37-92-308, C.R.S. and §37-92-309, C.R.S. 8. Paragraph 9 of the Original Application contains a statement of the details of the proposed plan for

augmentation. Since the Original Application was filed, Applicant has refined its proposed augmentation plan and, therefore, supplements and/or amends Paragraph 9 of the Original Application as follows: 8.1. Applicant proposes to determine the depletions from the pumping of the wells by utilizing a water budget method. A water budget for each farm will be simulated and will include surface water deliveries to the farm, natural precipitation and soil moisture storage. Potential consumptive use of the crops grown on each farm will be calculated using the modified Blaney-Criddle method, or such other method Applicant may later propose that is acceptable to the Court. Well depletions will be calculated assuming a maximum potential farming efficiency of 60 percent for flood irrigated lands and 80 percent for sprinkler irrigated lands. Total surface water supplies delivered to each farm will either be measured by recording devices at the farm headgates off of the ditch or estimated based upon river diversion records. Well pumping will be measured by flow meters or estimated using power records. Consumptive use will be apportioned between surface and ground water supplies delivered to the farm. Actual consumptive use of ground water will be limited by the crops’ potential consumptive use or available water supplies (both surface and ground water) assuming maximum farm efficiencies of 60 percent for flood irrigation and 80 percent for sprinkler irrigation. In the event that individual well pumping data (either metered diversion or estimated diversion based upon power records) is not available, it will be assumed that the well pumping fully met the potential consumptive use of the crops after reductions for measured surface water deliveries. 8.2. Applicant intends to utilize the Lower Latham Ditch as a recharge structure. This ditch traverses lands located in Sections 27-32, and 21-24, T5N, R65W; Sections 19-21, 26-28 and 35, T5N, R64W; Sections 1, 2 and 12, T4N, R64W; Sections 2-7, 10 and 11, T4N, R63W; and Section 32, T5N, R63W, all West of the 6th P.M. Applicant also proposes to claim credit for seepage of fully consumable water placed in the Lower Latham Reservoir as contemplated herein. The Lower Latham Reservoir is located in portions of Sections 34 and 35, T5N, R65W and Section 2 and 3, T4N, R65W of the 6th P.M. Applicant also intends to identify and develop additional recharge structures that are capable of taking delivery of water from the Lower Latham Reservoir, the Lower Latham Ditch and/or the Union Ditch. Applicant will propose procedures in the decree for the inclusion of such additional recharge facilities and for the delivery of waters thereto. Applicant intends to utilize its changed GIC water, as well as the water rights described in paragraph 7, 9 and 10 of this Third Amendment, and such other sources that it may later acquire that can legally be used for recharge, replacement and augmentation purposes, as sources of water recharge water to be delivered to or through the Lower Latham Ditch and the Lower Latham Reservoir, and such other recharge facilities that are later developed that can take delivery of such water from the Lower Latham Ditch, the Lower Latham Reservoir and/or the Union Ditch. The recharge facilities to be developed and later identified may consist of either recharge ponds, injection or recharge wells depending on the particular suitability of each for the characteristics of the given locations. 8.3. Applicant proposes to calculate the lagged effect of all depletions and accretions in this plan by utilizing the Glover methodology for alluvial aquifers with boundary conditions, or such other methodology that the Court deems appropriate. Applicant will determine the split of irrigation runoff between surface and deep percolation based upon an analysis of individual farms. 9. As indicated in the Original Application and depicted on Exhibit C thereto, Applicant intends to utilize augmentation, recharge and/or retiming wells as a source of augmentation water in this plan. Applicant wishes to clarify its intent concerning the locations, and proposed locations, for the augmentation/recharge/retiming wells for which Applicant is requesting conditional water rights. Applicant proposes to construct up to 4 wells in the vicinity of the Lower Latham Reservoir in Sections 34 and 25, T5N, R65W, and Sections 2 and 3, T4N. R65 W, all from the 6th P.M. Applicant also proposes to construct up to 2 wells in the vicinity of the Lower Latham Ditch headgate in the S 1/2 of the SW 1/4 of Section 29, the S 1/2 of the SE 1/4 of Sec. 30, the N 1/2 of the NE 1/4 of Sec. 31, and the N 1/2 of the NW 1/4 of Sec. 32, all in T5N, R65W of the 6th P.M. All six of these wells will be located on lands owned by the Lower Latham Reservoir Company or the Lower Latham Ditch Company. The source of water is ground water tributary to the South Platte River. The date of appropriation is January 31, 2003 and was initiated by the filing of the Original Application. The amount claimed for each well is 4 cfs., and the proposed uses for each well are augmentation, recharge, replacement and exchange. The general locations of these proposed wells are depicted on the map attached to the Original Application as “Exhibit C.” Additionally, Applicant claims conditional rights for the two existing wells owned by the Applicant: 9.1. Name of Well: Jurgens Well 1-12253. 9.1.1. Located in the SW 1/4 of Sec. 8, T5N, R64W. 9.1.2. Source: Ground water tributary to the

South Platte River. 9.1.3. Depth: 48 ft. 9.1.4. Date of appropriation: January 31, 2003. 9.1.5. How appropriation initiated: Filing of the Original Application. 9.1.6. Amount claimed: 2.67 cfs, conditional. 9.1.7. Proposed use: Augmentation, recharge, replacement and exchange. 9.2. Name of Well: Jurgens Well 3-6606. 9.2.1. Located in the SE 1/4 of Sec, 8, T5N, R64W. 9.2.2. Source: Ground water tributary to the South Platte River. 9.2.3. Depth: 67 ft. 9.2.4. Date of appropriation: January 31, 2003. 9.2.5. How appropriation initiated: Filing of the Original Application. 9.2.6. Amount claimed: 1.56 cfs, conditional. 9.2.7. Proposed use: Augmentation, recharge, replacement and exchange. Applicant also intends to use the water diverted from these wells for augmentation, in-ditch recharge in the Lower Latham Ditch and delivery to recharge structures identified in paragraph 8.2 above. Specifically, when diverted for augmentation, replacement or recharge purposes, Applicant proposes to divert water into the Lower Latham Ditch and: (1) release it directly to the South Platte River for augmentation purposes; (2) to divert it for immediate in-ditch recharge purposes in the Lower Latham Ditch; (3) divert it for immediate delivery to the recharge structures to be identified as described in paragraph 8.2; or (4) exchange the water for other waters in the Lower Latham system (an internal exchange, not a river exchange) to allow the subject water rights to be placed in the Lower Latham Reservoir for later delivery directly to the South Platte river for augmentation purposes, for delivery to the Lower Latham Ditch for in-ditch recharge, or for delivery to recharge structures to be identified as described in paragraph 8.2 hereof. Applicant intends to quantify and claim credit for the seepage from the Lower Latham Reservoir when this water right is exchanged to the reservoir. Applicant may also use other wells, including the irrigation wells that are augmented by this plan, as augmentation/recharge/retiming wells in this plan. Applicant intends to propose procedures in the decree for the inclusion and use of additional augmentation, recharge or replacement wells in this plan. Applicant will not use any well that it does not own as an augmentation, recharge or retiming well without the written consent of the well’s owner. APPLICATION FOR SURFACE WATER RIGHTS. 10. Name of Structure: Lower Latham Ditch (including the Lower Latham Extension Ditch). 10.1. The Lower Latham Ditch diverts water from the south bank of the South Platte River in the NW 1/4 of the NE 1/4 of Sec. 31, T5N, R65W of the 6th P.M. See the map attached hereto as “Exhibit A. 10.2. Source: South Platte River 10.3. Date of Appropriation: As early as January 31, 2003. 10.4. How appropriation was initiated: Development of the intent to divert this water right and the filing of this application. 10.5. Date water applied to beneficial use: N/A. 10.6. Amount Claimed: 288 cfs, conditional. 10.7. Use: Irrigation, recharge, replacement, augmentation and exchange. 10.8. Applicant may divert this water right for irrigation use, either directly or following storage, within the Lower Latham system. Applicant also intends to use the water diverted pursuant to this water right for augmentation, in-ditch recharge in the Lower Latham Ditch and delivery to recharge structures identified in paragraph 8.2 above. Specifically, when diverted for augmentation, replacement or recharge purposes, Applicant proposes to divert water into the Lower Latham Ditch and: (1) release it directly to the South Platte River for augmentation purposes; (2) to divert it for immediate in-ditch recharge purposes in the Lower Latham Ditch; (3) divert it for immediate delivery to the recharge structures to be identified as described in paragraph 8.2; or (4) exchange the water for other waters in the Lower Latham system (an internal exchange, not a river exchange) to allow the subject water rights to be placed in the Lower Latham Reservoir for later delivery directly to the South Platte river for augmentation purposes, for delivery to the Lower Latham Ditch for in-ditch recharge, or for delivery to recharge structures to be identified as described in paragraph 8.2 hereof. Applicant intends to quantify and claim credit for the seepage from the Lower Latham Reservoir when this water right is exchanged to the reservoir. Applicant proposes to quantify the timing of such seepage as it accrues to the South Platte River and use it to offset well depletions that are the subject of the plan for augmentation. The Applicant will quantify in-ditch the seepage by measuring flow in the ditch at specified locations after deduction for any necessary evaporation and transpiration along the course of the ditch and deliveries to individual recharge structures. Applicant proposes to quantify such accretions by utilizing the Glover methodology for alluvial aquifers with boundary conditions, or such other methodology that the Court deems appropriate. Applicant claims the right to convey, lease or otherwise dispose of “excess credits,” generated by the use of this water right, if any, and not used in this plan for augmentation, specifically including the right to convey or lease excess credits for use in other augmentation plans such as Case No. 03CW404 (Union Well Augmentation Group); Case No. 04CW25 (Lower Poudre Augmentation Plan); and Case No. 03CW150 (Ogilvy Augmentation Company). APPLICATION FOR APPROPRIATIVE RIGHTS OF

EXCHANGE. 11. Purpose of Exchanges: Applicant is seeking a decree for conditional appropriative rights of exchange to divert, by exchange, pursuant to Sections 37-80-120(2), (3) and (4), and 37-83-104, C.R.S., any “excess credits” in the South Platte River to which it may be entitled as determined by the operation of the plan for augmentation. All locations are from the 6th P.M. The locations of the exchange to and exchange from points are depicted on the map attached hereto as “Exhibit A.” 11.1. Exchange From Points: 11.1.1. The Confluence of the South Platte River and the Cache la Poudre River presently located in approximately the SW 1/4 of Sec. 6, T5N, R64W. 11.1.2. A point on the South Platte River located in the E 1/2 of Sec. 14, T5N, R65W, immediately upstream from the point of diversion for Highland Ditch. 11.1.3. A point on the South Platte River located in the SW 1/4 of the SW 1/4 of Sec. 19, T5N, R63W, immediately upstream from the point of diversion for the Empire Intake Canal. 11.1.4. A point on the South Platte River located in the N 1/2 of Sec. 12, T4N, R63W. 11.2. Exchange To Point: 11.2.1. The river headgate of the Lower Latham Ditch located in the NW 1/4 of the NE 1/4 of Sec. 31, T5N, R65W. 11.2.2. The Lower Latham Reservoir, located in parts of the SE 1/4 of Sec. 34, and Sec. 35, T5N, R65W, and Sections 2 and 3, T4N, R65W. 11.3. Source: The exchange will appropriate exchange potential in the South Platte River. 11.4. Date of Appropriation: October 31, 2007. 11.5. Amount Claimed: 35 cfs, conditional. 11.6. Sources of Substitute Water Supply: The sources of substitute supply for the exchanges claimed herein include all of the sources of water augmentation, replacement and recharge water described in this plan (which may be delivered directly to the river or following recharge), including, but are not limited to, the GIC shares described in the Original Application, the Lower Latham Ditch Company and Union Ditch Company water rights to be changed in Case Nos. 06CW291 and 06CW292, all of the water rights described in Paragraph 7 of this amended application, and the water rights claimed in paragraphs 9 and 10 of this Third Amendment. 11.7. Proposed Use. Applicant proposes to divert this water by exchange and: (1) release it directly to the South Platte River for augmentation purposes; (2) divert the exchanged water for immediate in-ditch recharge purposes in the Lower Latham Ditch; (3) divert it for immediate delivery to the recharge structures to be identified as described in paragraph 8.2 hereof; or (4) exchange the water for other waters in the Lower Latham system (an internal exchange, not a river exchange) to allow the subject water rights to be placed in the Lower Latham Reservoir for later delivery directly to the South Platte river for augmentation purposes, for delivery to the Lower Latham Ditch for in-ditch recharge, or for delivery to recharge structures to be identified as described in paragraph 8.2 hereof. Applicant intends to quantify and claim credit for the seepage from the Lower Latham Reservoir when this water right is exchanged to the reservoir. Applicant claims the right to convey, lease or otherwise dispose of “excess credits,” generated by the operation of this exchange, if any, and not used in this plan for augmentation, specifically including the right to convey or lease excess credits for use in other augmentation plans such as Case No. 03CW404 (Union Well Augmentation Group); Case No. 04CW25 (Lower Poudre Augmentation Plan); and Case No. 03CW150 (Ogilvy Augmentation Company). 12. Applicant recognizes that further and different engineering assumptions and/or methodologies than those proposed herein may be imposed by the Court or agreed to by the parties. Applicant reserves the right to refine and/or revise its engineering assumptions and methodologies as this case proceeds without giving further notice in the water resume. 13. Applicant requests that the court award an ABSOLUTE water right as to all or any portion of the above claims for water rights that 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. 14. Land Ownership: The Lower Latham Ditch Company, c/o Jim Park, President, P.O. Box 398, Kersey, CO 80644; The Lower Latham Reservoir Company, c/o Dennis Hoshiko, P.O. Box 398, Kersey, CO 80644; The Lower Latham Extension Ditch Company, c/o Carl Hergenreder, 32385 Weld County Rd. #50, Kersey, CO 80644; The Union Ditch Company, c/o Gary Alles, President, P.O. Box 445, Greeley, CO 80632. 05CW292 A&A Investments, LLC, 858 Happy Canyon Road, Suite 200, Castle Rock, CO 80108 and R.I. Management of Tulsa, Inc., P.O. Box 697, Parker, CO 80134. c/o Wayne F. Forman and Holly S. Kirsner, Brownstein Hyatt Farber Schreck, P.C., 410 17th Street, Suite 2200, Denver, Colorado 80202, Telephone: (303) 223-1100. First Amendment to the Application for Underground Water Rights From Nontributary and Not Nontributary Sources in DOUGLAS COUNTY. Applicants, A&A Investments, LLC ("A&A Investments") and R.I. Management of Tulsa, Inc. ("R.I. Management"), by and through undersigned counsel, hereby submit the following Amendment to the Application for Underground Water Rights From Nontributary and Not

Nontributary Sources originally filed on November 30, 2005 ("Original Application"). The sole purpose of this Amendment is to include in this case the adjudication of Denver Basin ground water rights underlying an additional 11.16 acres of land encompassed within the Subject Property described in the Original Application. This ground water was mistakenly excluded from the conveyance to A&A Investments and the Applicants are the rightful owners of the right to withdraw and use this additional ground water. A&A Investments is currently working with its predecessor in interest to these parcels to correct said mistake. Accordingly, this First Amendment to the Original Application ("Amended Application") seeks to adjudicate the following described Denver Basin ground water underlying a total of 630 acres of land. The additional groundwater underlies two parcels: a one-acre site within A&A Investment's Property (Parcel 1 in the Original Application) and a 10.16 acre parcel comprising the Douglas County road right-of-way traversing Parcel 1 and R.I. Management's property (Parcel 2 in the Original Application). The Amended Application includes ground water underlying an additional 4.98 acres underlying Parcel 1 and 6.18 acres underlying Parcel 2. Therefore, A&A Investments is seeking to adjudicate ground water underlying 381.40 acres, or 60.5% of the 630 total acres, and R.I. Management is seeking to adjudicate ground water underlying 248.60 acres, or 39.5% of the 630 total acres. Therefore, the Applicants request increases in the quantification of ground water availability as described below. Sections of the Original Application other than those identified below remain unchanged by this Amendment. Name, Address and Telephone Number of Applicant: A&A Investments, LLC, a Colorado limited liability company, 858 Happy Canyon Road, Suite 200 Castle Rock, CO 80108 R.I. Management of Tulsa, Inc., a North Dakota corporation P.O. Box 697 Parker, CO 80134 c/o Wayne F. Forman Holly S. Kirsner Brownstein Hyatt Farber Schreck, P.C. 410 17th Street, 22nd Floor Denver, Colorado 80202 Telephone: (303) 223-1100 2. Description of Aquifers, Overlying Land, and Wells Locations. The Applicant seeks a determination of its right to withdraw ground water from the Upper Dawson, Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying approximately 630 acres of land located in portions of Sections 3, 9, 10, and 15, Township 7 South, Range 67 West, 6th P.M., Douglas County, Colorado, more particularly described in Exhibit A. The additional information in this paragraph in the Original Application remains unchanged. 5. Amount Claimed: The information in this paragraph in the Original Application remains unchanged except the following: The estimated average annual amounts of ground water available for withdrawal from the subject aquifers, based upon the Denver Basin Rules, 2 C.C.R. 402-6, are as follows: PARCEL 1 (A&A Investments)

Aquifer

Area (Acres)

Average Specific Yield

Average Saturated Thickness (feet)

Estimated Average Annual Amount of Withdrawals (AF/Year)

Legal Status

Upper Dawson 381.40 20% 100 76.3 NNT

Lower Dawson 381.40 20% 173 132.0 NNT

Denver 381.40 17% 280 181.6 NNT (4%)*

Arapahoe 381.40 17% 391 253.5 NT

Laramie-Fox Hills 381.40 15% 173 99.0 NT

Total

742.4

Sub-total NNT

389.9

Sub-total NT

352.5

PARCEL 2 (R.I. Management)

Aquifer

Area (Acres)

Average Specific Yield

Average Saturated Thickness (feet)

Estimated Average Annual Amount of Withdrawals (AF/Year)

Legal Status

Upper Dawson 248.60 20% 100 49.7 NNT

Lower Dawson 248.60 20% 167 83.0 NNT

Denver 248.60 17% 260 109.9 NNT (4%)*

Arapahoe 248.60 17% 405 171.2 NT

Laramie-Fox Hills 248.60 15% 176 65.6 NT

Total

479.4

Sub-total NNT

242.6

Sub-total NT

236.8 7. Owners of Overlying Land: A&A Investments is the owner of record of approximately 377.42 acres, including the one-acre site, which is more particularly described in Exhibit C (hereinafter referred to as "Parcel 1"). R.I. Management is the owner of record of approximately 242.42 acres, which is more particularly described in Exhibit D (hereinafter referred to as "Parcel 2"). The Board of County Commissioners of the County of Douglas, Colorado hold the 10.16-acre road right-of-way, overlying a portion of the claimed ground water (6.18 acres on Parcel 2 and 3.98 acres on Parcel 1) more particularly described in Exhibit E. 4 pages. 06CW291. 1. Applicants: Lower Latham Reservoir Company, P.O. Box 398, Kersey, CO 80644, c/o Dennis Hoshiko; telephone number (970) 330-8780. FIRST AMENDMENT TO APPLICATION FOR APPROVAL OF CHANGE OF WATER RIGHTS IN WELD COUNTY. 2. Applicant filed its Application for Approval of Change of Water Rights (“Original Application”) in this matter with the court on December 29. 2006. The Original Application concerns the change of water rights represented by Applicant’s 16.5 shares in the Lower Latham Ditch Company. With this First Amendment to Application for Approval of Change of Water Rights, (“First Amendment”), Applicant seeks to include the water rights represented by an additional six (6) shares of Lower Latham Ditch Company in this change case. 3. The decreed name of the structures for which the change is sought are the Lower Latham Ditch, and the First Drain Ditch of the Lower Latham Company a/k/a Lower Latham Drain. 4. The water rights of the Lower Latham Ditch were decreed in Civil Action #6009, Water District No. 2, in the District Court of Arapahoe County on April 28, 1883. The water right for the Lower Latham Drain was decreed in Civil Action #54568, Water District No. 2, Water Division No. 1, August 2, 1918. 5. Decreed point of diversion: the decreed location of the Lower Latham Ditch headgate is the N.E. corner of Sec. 31, T5N, R65W of the 6th P.M., Weld County, Colorado. The Lower Latham Drain receives seepage and wastewater along its course. The decreed location of said drain is Sec. 2 and 1, T4N, R66W; Sec. 36, T5N, R66W; Section 6, T4N, R65W; Section 31 and 32, T5N, R65W, all west of the 6th P.M. A map depicting these structures is attached hereto as Exhibit A. A. Appropriation Dates and Amounts:

Date Amount Structure

May 12, 1869 20.40 c.f.s. Lower Latham Ditch December 12, 1874 35.77 c.f.s. Lower Latham Ditch November 14, 1877 97.68 c.f.s. Lower Latham Ditch

October 24, 1881 133.88 c.f.s. Lower Latham Ditch March 1, 1889 35.0 c.f.s. Lower Latham Drain

6. Source: South Platte River for the Lower Latham Ditch. The Lower Latham Drain derives its supply from waste water and percolating drainage and seepage water gathered along its course. 7. Historical use: These 6 shares were historically used to irrigate three separate parcels totally approximately 403 acres. Specifically, the 4 Rothe shares were used on two parcels. The Rothe-East farm is located in the SE 1/4 of Sec. 2, T4N, R64W of the 6th P.M. (134.8 acres). The Rothe-West farm is located in the E 1/2 of Sec. 36, T5N, R64W of the 6th P.M. (211.7 acres). The remaining 2 shares were used to irrigate the approximately 55.9 acres on the DeJong Farm located in the W 1/2 of the SW 1/4 of Sec. 13, T5N, R65W of the 6th P.M. The parcels are depicted on the map attached hereto and incorporated herein by reference. 8. Proposed Change: Applicant seeks a decree changing the use of the subject water rights to include, in addition to existing uses, augmentation, replacement and recharge, either by direct release, following storage or by exchange, for later release, with the right to totally consume the consumable portion of the water, either by first use, reuse, successive use or disposition. In particular, Applicant seeks to use the fully consumable portion of the subject water rights as a source of augmentation water to replace out-of-priority depletions associated with the pumping of wells described in Applicant’s plan for augmentation in Case No. 03CW47, District Court, Water Division No. 1. Parties are directed to the Original Application in this case and the applications filed in Case No. 03CW47 for additional information concerning Applicant’s proposed change. 9. Other than the inclusion of these additional 6 shares, the Original Application is unchanged by this amendment. All previously filed statements of opposition in this case shall be considered fully applicable to this First Amendment. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of February 2008 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original with triplicate copies and include $90.00 filing fee. A copy of each Statement of Opposition must also be served upon the Applicant or Applicant’s Attorney and an affidavit or certificate of such service of mailing shall be filed with the Water Clerk.