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DISTRICT COURT, WATER DIVISION 1, COLORADO MARCH 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 MARCH 2007 for each County affected. 07CW35. The Groundwater Management Subdistrict of the Central Colorado Water Conservancy District (District), 3209 West 28th Street, Greeley, Colorado 80634. (970) 330-4540. Application to Add Member Well to Augmentation Plan in ADAMS COUNTY. Lind, Lawrence & Ottenhoff, LLP, 355 Eastman Park, Ste. 200, Windsor, CO 80550. 1. Augmentation Plan. Applicant operates an augmentation plan decreed in Case No. 02CW335. ¶14.5 of the decree in Case No. 02CW335 allows the addition of wells, including wells to be used as an alternate point of diversion for an existing well, to the plan subject to notice and terms and conditions. Well Permit 15119 (Well) is a Member Well of the District under Contract No. 207 and is located in Administrative Reach F. In Case No. 00CW118, the water decreed to the Well was changed to be withdrawn from three alternate points of diversion wells. The purpose of this amendment is to add the three alternate points of diversion wells to the Well to be included in the Augmentation Plan decreed in Case No. 02CW335. 2. Structures to be Added and Augmented. 2.1 Name of Alternate Point of Diversion Wells to be Added and Augmented. (the “APOD Wells”). Well No. 55895-F; Well No. 55896-F; Well No. 55897-F. 2.2 Name and Address of Member Well Owner. Kirk S. Kirby and Michael L. John, c/o Kirk S. Kirby, P.O. Box 430 Henderson, Colorado 80640. 2.3 Decrees. 2.3.1 A decree was entered in Water Court, Water Division No. 1, Case No. W-2434 on February 7, 1973 adjudicating Well No. 15119 in the SE1/4 SE1/4 Section 34, Township 1 South, Range 67 West of the 6th P.M., in the amount of 1.54 c.f.s with an appropriation date of December 31, 1915 for irrigation of 5 acres in the SE1/4 of said Section 34. 2.3.2 A decree was entered in Case No. 00CW118 in Water Court, Water Division No. 1 on January 16, 2001 adjudicating the APOD Wells in the SE1/4 SE1/4 Section 34, Township 1 South, Range 67 West of the 6th P.M. as alternate points of diversion for Well no. 15119. 2.4 Historic Use. The APOD Wells are used for the irrigation of 5 acres in the above referenced Section 34 as alternate points of diversion for Well No. 15119. 3. Proposed Terms and Conditions. 3.1 The terms and conditions for the APOD Wells will be the same as for Well No. 15119 and the other Member Wells in the Decree. The consumptive use factors will be 60% for flood irrigated acres and 80% for sprinkler irrigated acres. The method for determining historical Well depletions and future Well depletions will be those set out in the Decree at ¶17.3.3.1 and ¶17.3.3.2. The pumping of the APOD Wells shall not be materially different than the pumping for Well No. 15119. The APOD Wells will be subject to all the terms and conditions for operation as for other Member Wells in the Decree. 4. Name and Address of Owners of Structures. Applicant.

07CW36 DARYL AND CYNTHIA M. BURKHART, 9309 WCR 104, Nunn, CO 80648. Telephone: (970) 223-1045. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY. Well, permit #256584 located SW1/4, SW1/4, S15, T9N, R67W of the 6th PM at distance 650 feet from south and 1100 feet from west. Street address: 9309 WCR 104, Nunn, CO 80648. Source: Groundwater. Depth: 640 ft. Date of appropriation: 07/17/04. How appropriation was initiated: Drilling. Date water applied to beneficial use: 07/17/04. Amount claimed: 15 gpm absolute. Use: Water livestock, personal use. 07CW37 City of Aurora, Colorado, a municipal corporation of the Counties of Adams, Arapahoe and Douglas acting by and through its Utility Enterprise, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012-1555, Telephone: 303-739-7370; Steven O.

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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. Application for Change of Water Rights in ADAMS, ARAPAHOE, AND DOUGLAS COUNTIES. 2. Name of Structure: Brighton Ditch (4.286 shares owned by Aurora Water). 3. Previous Decree: The Brighton Ditch was decreed in Case No. CA6009 on April 28, 1883 with appropriation dates of December 1, 1863 for 22.22 c.f.s. and November 1, 1871 for 22.58 c.f.s. from the South Platte River for irrigation purposes. The headgate is located on the west bank of the South Platte River in the NW1/4 SE1/4 SE1/4 of Section 11, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado. 4. Historic Use: Aurora Water owns 4.286 shares ("Shares") of the Brighton Ditch Company ("Company"). There are 20 shares outstanding in the Company. The Shares were historically used to irrigate the Getz, Rosenbrock, Leon, Robbins and RML parcels listed on Exhibit A to this application. 5. SB03-115 Statement. This application seeks approval of a change of water rights of less than one thousand (1000) acre feet of consumptive use per year. 6. Diversion Records, Map Of Historically Irrigated Lands, Method of Analysis. Applicant may rely on the summaries of records of actual diversions of the Brighton Ditch water right attached as Exhibit B to this application. A map of the historically irrigated lands is attached as Exhibit C to this application. Applicant may use either a ditch-wide or farm by farm analysis to determine the historical consumptive use of the Brighton shares. 7. Proposed Change: Applicant seeks to change the use of the shares to include all municipal and domestic purposes including without limitation water treatment, fire protection, irrigation, commercial and industrial use, recreational purposes, fish and wildlife propagation, reservoir evaporation replacement, storage, exchange and augmentation purposes, for use and reuse until extinction. The location of the new use will be any area capable of being served by the existing points of diversion or any area 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 augmentation and/or water service. 8. Lack of Injury. Aurora Water will propose terms and conditions in the final decree so that this change of water right will not injuriously affect the owner of or persons entitled to use of water under a vested water right or a decreed conditional water right. 9.Names(s) and Address(es) of Owner(s) of Structures: Aurora Water shall not use any structure on land to which they do not have legal interest. The Brighton Ditch headgate and ditch infrastructure are owned by Brighton Ditch Company c/o William Wright, 2645 WCR 23, Fort Lupton, CO. 2 Pages.

07CW38 LOVELAND READY-MIX CONCRETE, INC., 1811 W. 12th Street, P.O. Box 299, Loveland, CO 80537. Attorneys: Petrock & Fendel, P.C., Frederick A. Fendel, III Atty. Reg. #10476, Carmen S. Hall, Atty. Reg. #19985, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR FINDING OF REASONABLE DILIGENCE, IN LARIMER COUNTY. 2. Decree Information: Decreed on March 12, 2001, in Case No. 98CW431, District Court, Water Division 1. 3. Name of structures: Loveland Ready-Mix Pond No. 1, Loveland Ready-Mix Pond No. 2. 4. Source of water: The Big Thompson River. 5. Date of appropriation: November 13, 1998. 6. Amount of water claimed: 550 acre-feet combined for Loveland Ready-Mix Pond Nos. 1 and 2 (CONDITIONAL). It is anticipated that Pond No. 1 will be approximately 320 acre-feet in size, and Pond No. 2 will be approximately 230 acre-feet in size. The precise capacity of each reservoir will be determined and included in any application to make this decree absolute, and in no event will the combined capacities exceed 550 acre-feet. 7. Legal descriptions of the structures: The Loveland Ready-Mix Pond Nos. 1 and 2 are located in the portion of the Northwest Quarter of Section 16 that lies North of the Big Thompson River and South of the Barnes Ditch and the portion of the West Half of the Northeast Quarter of Section 16 that lies West of Namaqua Road, North of the Big Thompson River and South of the Barnes Ditch, all in Township 5 North, Range 69 West of the 6th P.M., Larimer County, Colorado. a. The outlet

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structure for Loveland Ready-Mix Pond No. 1 is located approximately 1,200 feet South and 200 feet West of the NW corner of the NE1/4 of Section 16. b. The outlet structure for Loveland Ready-Mix Pond No. 2 is located approximately 2,100 feet South and 400 feet East of the NW corner of the NE1/4 of Section 16. 8. Points of Diversion: Diversion will be directly from the Big Thompson River at a point or points located in the SW1/4 of the NW1/4 of Section 16, Township 5 North, Range 69 West of the 6th P.M., at a point which bears South 43º17´03˝ West a distance of approximately 3,114.24 feet from the North Quarter Corner of Section 16. 9. Means of Diversion: Diversion will be accomplished by use of up to three 10 inch pumps, with a total capacity of 8,078 gallons per minute, or by a combination of pumps and siphons. The total maximum rate of diversion will be approximately 18 cubic feet per second of time. 10. Uses: Augmentation, exchange and substitute supply, recreation, fish propagation and wildlife habitat. The recreation, fish propagation and wildlife habitat uses shall all be within or upon the reservoirs and no water shall be removed from the reservoirs for these uses. APPLICATION FOR FINDING OF REASONABLE DILIGENCE 11. This Application for Finding of Reasonable Diligence is filed pursuant to the Water Right Determination and Administration Act of 1969, §37-92-302, C.R.S. During this diligence period, in continuing the development of the conditional water rights, Applicant has been engaged in the legal defense and protection of said water rights and has been diligent in the continued use and development of the water rights involved. These activities include but are not limited to the following: A. During the diligence period, Loveland Ready-Mix Pond No. 1 was lined with an impervious compacted embankment. This was inspected, tested and approved on August 24, 2000. Approximate costs associated with this were $200,000.00. B. During the diligence period, Loveland Ready-Mix Pond No. 2 was lined with an impervious compacted embankment. This was inspected, tested and approved on May 5, 2006. Approximate costs associated with this were $250,000.00. C. During the diligence period engineering drawings for the inlet and outlet structures for Pond Nos. 1 and 2 were prepared by Landmark Engineering. Approximate costs associated with this were $30,000.00. D. During the diligence period pump wells 6 feet in diameter for the outlet of Pond Nos. 1 and 2 were purchased. Approximate costs associated with this were $15,000.00. E. During the diligence period a 6 foot diameter pump well for Pond No. 1 was installed. Approximate costs associated with this were $3,000.00. F. Each month during the diligence period, Petrock & Fendel, P.C., has reviewed the resume of applications as published by the Water Clerk for Water Division 1 and advised Applicant whether Statements of Opposition need to be filed to protect Applicant’s water rights. 07CW39 PAUL AND JODI MESSENICH, 7755 N. MOORE RD., LITTLETON, CO 80125. Telephone: (303) 470-6018. APPLICATION FOR UNDERGROUND WATER RIGHT IN DOUGLAS COUNTY. Name of well: Messenich Paul & Jodi, permit 224806 located NW1/4, NW1/4, S5, T7S, R68W of the 6th PM at a distance 1075 feet from North and 475 feet from West. Street address: 7745 N. Moore Rd., Littleton, CO 80125. Source: Arapahoe Aquifer. Depth: 790. Date of appropriation: 03/27/2000. How appropriation was initiated: Application receipt #0458410. Date water applied to beneficial use: 05/05/2000. Amount claimed: 7 gpm absolute. If well is non-tributary, Name of Aquifer: Arapahoe. Amount claimed in acre feet annually: 575. If non-irrigation, describe purpose fully: Domestic and stock use. 07CW40 PAUL AND JODI MESSENICH, 7755 N. MOORE RD., LITTLETON, CO 80125. Telephone: (303)470-6018. APPLICATION FOR UNDERGROUND WATER RIGHT IN DOUGLAS COUNTY. Name of well: Messenich Paul & Jodi, permit 140482 located NW1/4, NE1/4, S5, T7S, R68W of the 6th PM at a distance 700 feet from North and 2050 feet from West. Street address: 8045 N. Moore Rd., Littleton, CO 80125. Source: Arapahoe Aquifer. Depth: 720. Date of appropriation:

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06/18/1985. How appropriation was initiated: Application receipt #0256335. Date water applied to beneficial use: 09/30/1985. Amount claimed: 15 gpm absolute. If well is non-tributary, Name of Aquifer: Arapahoe. Amount claimed in acre feet annually: 398. If non-irrigation, describe purpose fully: Domestic and stock use. 07CW41 PAUL AND JODI MESSENICH, 7755 N. MOORE RD., LITTLETON, CO 80125. Telephone: (303) 470-6018. APPLICATION FOR UNDERGROUND WATER RIGHT IN DOUGLAS COUNTY. Name of well: Messenich Paul & Jodi, permit 225279 located NW1/4, SW1/4, S5, T7S, R68W of the 6th PM at a distance 1750 feet from North and 600 feet from West. Street address: 7755 N. Moore Rd., Littleton, CO 80125.Source: Arapahoe Aquifer. Depth: 725. Date of appropriation: 04/10/2000. How appropriation was initiated: Application receipt #0459008. Date water applied to beneficial use: 09/11/2002. Amount claimed: 8.5 gpm absolute. If well is non-tributary, Name of Aquifer: Arapahoe. Amount claimed in acre feet annually: 550. If non-irrigation, describe purpose fully: Domestic and stock use. 07CW42, CONCERNING THE APPLICATION OF RIVERDALE PEAKS II METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado, acting in an enterprise capacity pursuant to RIVERDALE PEAKS II METROPOLITAN DISTRICT WATER ACTIVITY ENTERPRISE, IN ADAMS COUNTY. Application for Approval of Plan for Augmentation, Including Claims for Conditional Ground Water Rights, Storage Rights, Change of Water Right, and Appropriative Rights of Substitution and Exchange. 1. The name, address, and telephone number of the Applicant are as follows: Riverdale Peaks II Metropolitan District, 141 Union Boulevard, Suite 150 Denver, CO 80228, 303-987-0835, c/o Timothy R. Buchanan, Esq., Kara Godbehere Goodwin, Esq., TIMOTHY R. BUCHANAN, P.C., 7703 Ralston Road, Arvada, CO 80002, (303) 431-9141. Riverdale Peaks II Metropolitan District, a quasi-municipal corporation and political subdivision of the State of Colorado, acting in an enterprise capacity pursuant to Riverdale Peaks II Metropolitan District Water Activity Enterprise (hereinafter “Riverdale Peaks District”) will provide water service to various properties, including but not limited to property known as Riverdale Peaks II and III. Riverdale Peaks II is located in the NE 1/4 of Section 33, Township 1 South, Range 67 West of the 6th P.M., and Riverdale Peaks III is located in portions of Section 27 and Section 22, Township 1 South, Range 67 West of the 6th P.M. Legal descriptions of Riverdale Peaks II and III (collectively referred to as “Riverdale Peaks”) are attached as Exhibits F and G. Riverdale Peaks District may also be referred to as “Applicant.” Applicant owns or has the right to purchase the water rights that are described in this application, except as stated otherwise. I. APPLICATION FOR CONDITIONAL GROUND WATER RIGHTS. 2. Riverdale Peaks Alluvial Well: Applicant proposes to construct at least one well which will withdraw water from the alluvium of the South Platte River. The application herein does not require construction of the following described proposed South Platte alluvial wells, but rather contemplates that they will be constructed as required. The wells will not be a source of augmentation water, but instead will be augmented under the proposed augmentation plan. Accordingly, under Section 37-92-302(2), C.R.S., as construed in Cache la Poudre Water Users Assoc. v. Glacier View Meadows, 191 Colo. 53, 550 P.2d 288 (1976), the filing of an application to the State Engineer for a permit for the wells is not a prerequisite to final adjudication of the claims in this proceeding. Applicant will submit a permit application to the State engineer prior to construction of the wells. a. Name of Structure: Riverdale Peaks AL - 1. I. Location: the SW1/4 of the SE1/4 of Section 22, Township 1 South, Range 67 West of the 6th P.M., 200 feet from the South Section Line and 1420 feet from the East Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002.

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v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. b. Name of Structure: Riverdale Peaks AL - 2. Location: the SE1/4 of the SE1/4 of Section 22, Township 1 South, Range 67 West of the 6th P.M., 200 feet from the South Section Line and 200 feet from the East Section Line. ii, Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002. v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. a. Name of Structure: Riverdale Peaks AL - 3. I. Location: the SW1/4 of the SW1/4 of Section 23, Township 1 South, Range 67 West of the 6th P.M., 200 feet from the South Section Line and 660 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002. v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. d. Name of Structure: Riverdale Peaks AL - 4. I. Location: the NE1/4 of the NW1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M., 200 feet from the North Section Line and 1520 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002. v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for

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immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. e. Name of Structure: Riverdale Peaks AL - 5. I. Location: the NW1/4 of the NW1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M., 200 feet from the North Section Line and 660 feet from the West Section Line. The property on which this well is to be located is owned by Adams County. ii. Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002. v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. f. Name of Structure: Riverdale Peaks AL - 6. I. Location: the SW1/4 of the NE1/4 of Section 4, Township 2 South, Range 67 West of the 6th P.M., 2440 feet from the North Section Line and 2440 feet from the East Section Line. The property on which this well is to be located is owned by Adams County. ii. Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002. v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. g. Name of Structure: Riverdale Peaks AL - 7. I. Location: the SE1/4 of the NW1/4 of Section 4, Township 2 South, Range 67 West of the 6th P.M., 2440 feet from the North Section Line and 2440 feet from the West Section Line. The property on which this well is to be located is owned by Adams County. ii. Source: alluvial ground water which is tributary to the South Platte River. iii. Amount Claimed: 1,000 gallons per minute (gpm), conditional. iv. Date of Initiation of Appropriation: February 23, 2002. v. How Appropriation was Initiated: by investigation of proposed well site. vi. Date Water Applied to Beneficial Use: N/A. vii. Depth of Well: N/A. viii. Proposed Use: The water withdrawn from the well will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and

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for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The effluent discharged or released and other return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. II.APPLICATION FOR CONDITIONAL STORAGE RIGHT. 3. Description of Riverdale Peaks Storage Right: a. Name of Structure: Riverdale Peaks Pond No. 1. I. Location of Dam: The Riverdale Peaks Pond No. 1 will be located in the SW1/4 f the NW1/4 of Section 22,Township 1 South, Range 67 West of the 6th P.M, 2210 feet from the North Section Line and 1080 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. b. Name of Structure: Riverdale Peaks Pond No. 2. I. Location of Dam: The Riverdale Peaks Pond No. 2 will be located in the SE1/4 of the NW1/4 of Section 22,Township 1 South, Range 67 West of the 6th P.M, 2100 feet from the North Section Line and 2120 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. c. Name of Structure: Riverdale Peaks Pond No. 3. I. Location of Dam: The Riverdale Peaks Pond No. 3 will be located in the NE1/4 of the SW1/4 of Section 22, Township 1 South,

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Range 67 West of the 6th P.M, 1410 feet from the South Section Line and 1950 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. d. Name of Structure: Riverdale Peaks Pond No. 4. I. Location of Dam: The Riverdale Peaks Pond No. 4 will be located in the SE1/4 of the SW1/4 of Section 22,Township 1 South, Range 67 West of the 6th P.M, 980 feet from the South Section Line and 2270 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. e. Name of Structure: Riverdale Peaks Pond No. 5. i. Location of Dam: The Riverdale Peaks Pond No. 5 will be located in the SW1/4 of the SE1/4 of Section 22,Township 1 South, Range 67 West of the 6th P.M, 120 feet from the South Section Line and 2060 feet from the East Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure

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will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. f. Name of Structure: Riverdale Peaks Pond No. 6. I. Location of Dam: The Riverdale Peaks Pond No. 6 will be located in the SE1/4 of the SE 1/4 of Section 22, Township 1 South, Range 67 West of the 6th P.M, 660 feet from the South Section Line and 660 feet from the East Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. g. Name of Structure: Riverdale Peaks Pond No. 7. I. Location of Dam: The Riverdale Peaks Pond No. 7 will be located in the SW 1/4 of the SW 1/4 of Section 23, Township 1 South, Range 67 West of the 6th P.M, 660 feet from the South Section Line and 660 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse,

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successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. h. Name of Structure: Riverdale Peaks Pond No. 8. I. Location of Dam: The Riverdale Peaks Pond No. 8 will be located in the NE1/4 of the NW1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M, 660 feet from the North Section Line and 1980 feet from the West Section Line. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. I. Name of Structure: Riverdale Peaks Pond No. 9. I. Location of Dam: The Riverdale Peaks Pond No. 9 will be located in the SW1/4 of the NW1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M, 1980 feet from the North Section Line and 660 feet from the South Section Line. The property on which this pond is to be located is owned by Adams County. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. j. Name of Structure: Riverdale Peaks Pond No. 10. I. Location of Dam: The Riverdale Peaks Pond No. 10 will be located in the SE1/4 of the SE1/4 of Section 27, Township 1 South, Range 67 West of the 6th P.M, 660 feet from the South Section Line and 660 feet from the East Section Line. The property on which this pond is to be

11

located is owned by Adams County. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. k. Name of Structure: Riverdale Peaks Pond No. 11. I. Location of Dam: The Riverdale Peaks Pond No. 11 will be located in the NE1/4 of the NE1/4 of Section 34, Township 1 South, Range 67 West of the 6th P.M, 660 feet from the North Section Line and 800 feet from the East Section Line. The property on which this pond is to be located is owned by Adams County. ii. Source: alluvial ground water which is tributary to the South Platte River to be pumped from an alluvial well to be constructed near the South Platte River to storage ponds located both within and outside of the Riverdale Peaks II and III properties as described herein, and recaptured return flows from irrigation and domestic use within the properties described herein. iii. Date of Initiation of Appropriation: February 23, 2002. iv. How Appropriation was Initiated: by investigation of the storage rights location. v. Date Water Applied to Beneficial Use: N/A. vi. Amount Claimed: 50 acre-feet, conditional. vii. Use: The water stored in the structure will be used for domestic, irrigation, commercial, municipal, industrial, commercial, stock watering, recreation, fish and wildlife purposes, augmentation, residential, and fire protection. The water will be used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer, and for augmentation or replacement purposes. The water will be fully consumed during the first use of the water, or if not fully consumed during the first use will be recaptured and reused, successively used, or disposed of until the water is fully consumed. The return flows resulting from the initial use of the water shall carry with it the same rights of use, reuse, successive use, and disposition. viii. Surface Area of High Water Line: Less the thirty-five acres. ix. Maximum Height of Dam in Feet: Less than ten feet. x. Length of Dam in Feet: Approximately one-hundred feet. xi. Total Capacity of Reservoir in Acre Feet: 50. xii. Active Capacity: 50 acre feet. xiii. Dead Storage: 0 acre feet. 4. Other Information: The foregoing structures are contemplated to be unlined. To the extent the structures are unlined, the Applicant claims any seepage out of the structures, and the seepage will be calculated as described in the Plan For Augmentation section of this Application. III. APPLICATION FOR CHANGE OF WATER RIGHTS. 5. Decreed name of structure for which change is sought: On August 10, 2006, the Colorado Division of Water Resources issued Guideline 2006-2, which explains the State Engineer’s interpretation and application of Rule 11.A of the Statewide Nontributary Ground Water Rules in the evaluation of well permit applications submitted pursuant to Sections 37-90-137(4) and 37-90-137(10), C.R.S. Rule 11.A provides in part as follows: “[a]ll wells, including additional wells applied for pursuant to Section 37-90-137(10), C.R.S., must be located on the overlying land as defined at Rule 4.A.8.” The

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decrees entered in Case Nos. 99CW107, 02CW31, and 02CW32 adjudicated the water rights underlying developments known as Riverdale Peaks I, Riverdale Peaks II, and Riverdale Peaks III, respectively (as further described below and on the maps attached as Exhibits A through C), all prior to the issuance of Guideline 2006-2. Riverdale Peaks I and II are contiguous properties and are located approximately two thousand six hundred and forty (2,640) feet, or approximately half a mile, from Riverdale Peaks III. Applicant requests as part of this Application that the water rights adjudicated in Case Nos. 99CW107, 02CW31, and 02CW32 be changed to provide that wells constructed to withdraw the water decreed in Case Nos. 99CW107, 02CW31, and 02CW32 may be may be located anywhere within the entirety of the property comprising Riverdale Peaks I, Riverdale Peaks II, and Riverdale Peaks III, and that water rights withdrawn through the wells may be used both on and/or off the property comprising Riverdale Peaks I, Riverdale Peaks II, and Riverdale Peaks III. 6. From previous Decree entered in Case No. 99CW107: a. Date Entered: November 26, 2001. b. Case No: 99CW107. c. Court: District Court in and for Water Division No. 1. d. Decreed Point of Diversion (include map): N/A. e. Source: the Upper Arapahoe and Laramie-Fox Hills Aquifers. f. Appropriation Date: N/A. g. Amount: 8.94 af/year from the nontributary Laramie-Fox Hills Aquifer1 h. Overlying Property Description: NE1/4 of the NE1/4 of Section 33, Township 1 South, Range 67 West of the 6th P.M. (see also legal description attached as Exhibit E). 7. From previous Decree entered in Case No. 02CW31: a. Date Entered: July 30, 2002. b. Case No: 02CW31. c. Court: District Court in and for Water Division No. 1. d. Decreed point of diversion (include map): N/A. e. Source: the Lower Arapahoe and Laramie-Fox Hills Aquifers. f. Appropriation Date: N/A. g. Amount: 10.3 af/year from the nontributary Lower Arapahoe Aquifer and 32.3 af/year from the nontributary Laramie-Fox Hills Aquifer. h. Overlying Property Description: Part of the NE1/4 of Section 33, Township 1 South, Range 67 West of the 6th P.M. (see also legal description attached as Exhibit F). 8. From previous Decree entered in Case No. 02CW32: a. Date Entered: July 30, 2002. b. Case No: 02CW32. c. Court: District Court in and for Water Division No. 1. d. Decreed point of diversion (include map): N/A. e. Source: the Lower Arapahoe and Laramie-Fox Hills Aquifers. f. Appropriation Date: N/A. g. Amount: 25.4 af/year from the nontributary Lower Arapahoe Aquifer, 40.9 af/year from the not-nontributary Lower Arapahoe Aquifer, and 99.0 af/year from the nontributary Laramie-Fox Hills Aquifer. h. Overlying Property Description: Part of the NW 1/4, part of the SW1/4, and the SW1/4 of the SE1/4 of Section 22; and the N1/2 of the NW1/4, the SW1/4 and the NW1/4 of Section 27, Township 1 South, Range 67 West of the 6th P.M. (see also legal description attached as Exhibit G). III. APPLICATION OF APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING RIGHTS OF SUBSTITUTION AND EXCHANGE. 9. Statement of Plan for Augmentation: The water rights described in this Application will be used to provide a water supply for residential development within Riverdale Peaks. The development will consist of at least 182 residential units, open space and parks. Water for the development will be supplied by a dual-pipe water system utilizing water from the tributary and nontributary sources described in this Application. All such sources are fully consumable and may be recaptured, reused, stored in the storage structures described in this Application, and exchanged for withdrawal through the Riverdale Peaks Alluvial Wells. Sewer service will be provided through individual septic leach fields. At full development, the estimated annual water delivery requirement will be approximately 100 af/year, as described in more detail below. a. Development Water Demands: Applicant has estimated an annual water demand for residential, domestic and irrigation use, open space and parks. Water deliveries for residential domestic use, residential irrigation use, and open space and parks irrigation shall all be

1Two hundred and twenty-five (225) acre-feet of water was retained by the seller, so although 11.94 af/year was decreed for withdrawal in Case No. 99CW107, only 8.94 af/year is actually available for use in this Application.

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separately metered and accounted. b. Construction Demands: Water for initial grading and construction of Riverdale Peaks will be fully consumed upon the first use. Construction water will be separately metered and accounted for and fully replaced. 10. Structures to be Augmented: The following structures will be augmented pursuant to this plan for augmentation: a. The Riverdale Peaks Alluvial Wells described above. b. The Riverdale Peaks Storage Rights as described above. The foregoing structures are collectively referred to as “Augmented Structures.” 11. Description of Sources of Water to Be Used for Supply, Augmentation, Substitution, and Exchange. The following water rights will be used for direct supply to Riverdale Peaks, augmentation of depletions, and substitution and exchange: a. Nontributary Ground Water: I. Laramie-Fox Hills Aquifer Wells: Up to 140.24 af/year of nontributary Laramie-Fox Hills Aquifer ground water may be diverted annually by wells within or located on properties near Riverdale Peaks pursuant to the decrees entered by the Water Court in and for Water Division No. 1 in Case Nos. 99CW107 (allowing withdrawal of 8.94 af/year), 02CW031 (allowing withdrawal of 32.3 af/year), and 02CW032 (allowing withdrawal of 99.0 af/year). ii. Lower Arapahoe Aquifer Wells: Up to 35.7 af/year of nontributary Lower Arapahoe Aquifer ground water may be diverted annually by wells within or located on properties near Riverdale Peaks pursuant to the decrees entered by the Water Court in and for Water Division No. 1 in Case Nos. 02CW031 (allowing withdrawal of 10.3 af/year), and 02CW032 (allowing withdrawal of 25.4 af/year). 12. Stored Water: Water stored pursuant to the Riverdale Peaks Storage Rights, described above. The foregoing water supplies are hereinafter referred to as “Augmentation Sources.” 13. Operation of Plan for Augmentation, including Substitution and Exchange: Applicant requests the right to divert and store water out of priority at the Augmented Structures, so long as sufficient replacement water from any combination of the Augmentation Sources, including return flows from the fully consumable sources, is delivered above the point of diversion of the senior water right exercising a valid call. The amount of such replacement water shall be equal to the depletion resulting from such out of priority diversions and storage, or the amount of water called for, whichever is less. Applicant requests that a method of accounting for the amounts, timing and locations of such depletions be determined in this proceeding. Applicant proposes the following general terms and conditions for operation of the plan for augmentation: a. Delivery of Water to Riverdale Peaks: The water delivered from the Augmentation Sources will be (1) directly used for municipal, commercial, industrial, domestic, augmentation, replacement, irrigation, stock watering, fish and wildlife purposes, recreation, residential, and fire protection purposes, and (2) recaptured and reused, successively used, or disposed of until the water is fully consumed. All deliveries of water from the Augmentation Sources will be metered and records maintained of the delivery of water. b. Use of Water in Riverdale Peaks: All water delivered within Riverdale Peaks shall be separately metered and accounted for non-irrigation uses and irrigation uses. Non-irrigation uses shall include, but not be limited to, indoor uses associated with residential and commercial development, and incidental outdoor uses, such as vehicle washing. Irrigation uses shall include, but not be limited to, residential lawn irrigation and irrigation of parks and open space. To the extent the water is used for non-irrigation uses and the water is delivered to the individual septic leach field systems, such water will be metered and may be withdrawn through the Riverdale Peaks Alluvial Wells for storage in a lined or unlined storage facility. Such water will be used and reused as part of the replacement of depletions, and substitution and exchange as described in this Application. Water delivered for irrigation uses will be water from either or both the Augmented Structures or the Augmentation Sources, and will be separately metered. With respect to irrigation uses, the calculation of the amount of water consumed by turfgrass will depend on the type of grass grown and the irrigation system, and will generally be determined as follows: I. Turfgrass Irrigation and Return Flows: The consumptive use of turfgrass irrigation has been determined to be 85%. Therefore, 15% of all irrigation deliveries shall be accounted for as return flows to the South Platte River. c. Timing, Quantity and Location of Depletions: I. Riverdale Peaks AL- 6 and 7 will be located adjacent to the South

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Platte River, therefore depletions from this well are considered to occur instantaneously. ii. The timing, quantity and location of depletions reaching the South Platte River from consumptive use of water supplied from the remaining wells contemplated in this Application will be calculated by the analytical equations described by Glover (Glover, Robert E., 1977, Transient Ground water Hydraulics, Water Resources Publications) and others. Although there are various methods for applying the analytical equations described by Glover, the primary method to be used in this case shall represent a parallel no-flow boundary which requires the following parameters: (1) a boundary condition for the alluvial aquifer indicating that the boundary constitutes a "no-flow" condition; (2) the width of the aquifer on the side of the river where the wells or recharge structure is located, commonly referred to as "W"; (3) the distance from the river to the location of the wells or recharge structure, commonly referred to as "X"; (4) the transmissivity of the aquifer in the vicinity of the wells or recharge structure , commonly referred to as "T", and (5) the specific yield of the aquifer, commonly referred to as "S". The aquifer parameters for each of the wells which are a part of this plan will be determined, when possible, from the U.S. Geological Survey Publications entitled Hydrogeologic Characteristics of the Valley Fill Aquifer in the Brighton Reach of the South Platte River Valley, Colorado ("Hydrogeologic Characteristics"). The "X" and "W" factors for each structure will be determined by measurement of the perpendicular distance from the South Platte River to the structure. The "T" factor will be determined by using the transmissivity at the location of the structure as specified in Hydrogeologic Characteristics. To the extent a structure is located outside the area of the Hydrogeologic Characteristics, the "X", "W" and "T" factors will be determined by reference to alternative aquifer data. The specific yield for the aquifer shall be equal to twenty percent (20%). The Applicant proposes to use the "alluvial aquifer" setting in the Integrated Decision Support Alluvial Water Accounting System ("AWAS") to complete the calculations of the stream depletions and recharge described in the Glover equation. AWAS was developed in 2003 by the Integrated Decision Support System at Colorado State University. AWAS is based upon the Analytical Stream Depletion Model of the Office of the State Engineer, Colorado Division of Water Resources, which was developed by Dewayne R. Schroeder in 1987 to compute stream depletion or accretion caused by a well pumping from or recharging to an aquifer hydraulically connected to the stream. The alluvial aquifer setting of the AWAS program, or another program which incorporates the Glover no-flow boundary method, shall be used to determine the timing of stream depletions and recharge. Applicant reserves the right to propose alternative methods of calculating the stream depletions and recharge. d. Dominion and Control: Applicant will maintain dominion and control of all water diverted into the Riverdale Peaks municipal water system that is not consumed, including return flows to the South Platte River system through the individual septic leach fields and return flows to the South Platte River system from irrigation and other outside uses. Applicant claims the right to reuse and successively use all such return flows from the consumable sources of water described herein until such water has been entirely consumed, and claim the right to divert and store such return flows, directly and/or by substitution and exchange. V. APPLICATION FOR APPROVAL OF APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE. 14. Riverdale Peaks South Platte Substitution and Exchange: Applicant claims the following rights of substitution and exchange pursuant to Sections 37-80-120, 37-82-106, 37-83-104, and 37-92-101, et seq., C.R.S.: a. Operation of the Substitution and Exchange: At such times when water is delivered to the South Platte River in excess of the replacement requirements pursuant to the plan for augmentation requested in this case, the water will be substituted and exchanged for water diverted from the Augmented Structures. b. Legal Description of Each Point of Diversion: The Riverdale Peaks Alluvial Wells described above. c. Legal Description of the Reach of the South Platte River within the Substitution and Exchange: The water delivered to the South Platte River will be delivered via the Brantner Gulch or other separately constructed delivery systems within a reach of the South Platte River, consisting of an upstream point of the intersection of the South Platte

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River with the eastern boundary of Section 11, Township 1 South, Range 67 West of the 6th P.M., and a downstream point of the intersection of the South Platte River with the eastern boundary line of Section 4, Township 2 South, Range 67 West of the 6th P.M. d. Date of initiation of appropriation: February 23, 2002. e. How appropriation was initiated: By investigation of the substitution and exchange location. f. Date water applied to beneficial use: N/A. g. Amount claimed: 5 c.f.s., conditional. h. Use or Proposed Use: The water diverted pursuant to the substitution and exchange will be used for the same uses as are specified in for the Application for Conditional Ground Water Rights and may also be stored pursuant to the terms and conditions specified in the Application for Conditional Storage Rights. 15. Name and Address of Owner of Land on Which Point of Diversion and Place of Use are Located: Respond Stritch, LLC, 8400 East Crescent Parkway, Ste. 310, Greenwood Village, CO 80111; Tom Bartley, LLC, 8400 East Crescent Parkway, Ste. 310, Greenwood Village, CO 80111; GAP Riverdale LLLP, 4643 S. Ulster St.,Ste. 1300, Denver, CO 80237; Pershing and Mary Van Scoyk, 7193 W. 32nd Ave., Wheatridge, CO 80033; Falcon Resources Inc., 2240 Weld County Road #5, Erie, CO 80516; Henderson Aggregate Ltd., P.O. Box 700, Henderson, CO 80640; Adams County, 450 S. 4th Avenue, Brighton, CO 80601; Kenny McIntosh, McIntosh Farm Co., 11901 Riverdale Road, Brighton, CO 80602. WHEREFORE, Applicant requests the Court to enter a decree: 1. Approving and adjudicating the Claim for Conditional Ground Water Rights, 2. Approving and adjudicating the Claim for Conditional Surface Storage Rights, 3. Approving and adjudicating the plan for augmentation, including substitution and exchange; determining that such plan, including the out-of-priority diversions and storage described therein, will not cause injury to any other water rights’ and determining that the sources of augmentation water described herein are sufficient for replacement of all depletions described herein or to be determined in this proceeding, and 4. Adjudicating the conditional water rights of substitution and exchange claimed herein. (24 Pages, 1 Exhibit) 07CW43 FLOYD HILL DEVELOPMENT, LLC, % GEORGE JOHNSTON, 12701 W. 42ND AVE., UNIT A, WHEAT RIDGE, CO 80033. Telephone: (303)674-2342. APPLICATION FOR UNDERGROUND RIGHT IN CLEAR CREEK COUNTY. Name of well: Floyd Hill Crossing, permit #270189 located SE1/4, SE1/4, S2, T4S, R72W of the 6th PM at a distance 440 feet from South and 1318 feet from East. Street address: 37899 US Highway 40. Subdivision: Floyd Hill Crossing Division of Land, Lot 1. Northing 4397031 Easting 464801, Zone 13. Source: South Platte River System. Depth: 505 feet. Amount claimed: 15 gpm. Use: The use of ground water from this well is for drinking and sanitary facilities of the commercial development. Remarks: The well was originally constructed in the late 1800’s and used as part of a commercial logging operation. The well has since been redrilled (in the 1960’s) and used for household use inside a single dwelling and occasionally used inside a workshop. The well is for the use of a commercial development. 07CW44 HAROLD J. STROMBERGER and DEBORAH L. STROMBERGER, 9910 S Hwy 392, Windsor CO 80550, Gene E. Fischer, Fischer & Fischer, LLP, 125 S Howes, Ste 900, Fort Collins, Colorado 80521, 970-482-4710. APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY, COLORADO. Structure name: unnamed, permit: new. Located in NE1/4 of SW1/4 Section 23, Township 6 North, Range 67, West of the 6th P.M., at a distance 2617 feet from South and 1325 feet from West. Source of Water: Cache LaPoudre River; Appropriation Date: 1953; Quantity of water: 700 gpm. Uses of Water: Irrigation 23 acres; New well which will be granted provisional membership in the Cache LaPoudre Water Users Association and diversion augmented with the Poudre Plan Civil Action, Case No. W-7921 (75). Number of Pages of Application: 3 and 2 exhibits.

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07CW45 VERIFIED COMPLAINT, PLAINTIFFS, DRAYTON DUNWODY and VERA DUNWODY vs. DEFENDANT, WILL O WISP METROPOLITAN DISTRICT. 07CW46 TED B. MELOTT, 162 SARA LANE, LIVERMORE, CO 80536. TELEPHONE: (505) 513-1161. APPLICATION FOR WATER RIGHTS SURFACE & STORAGE IN LARIMER COUNTY. Name of structure: Spring #1 located SE1/4, SW1/4, S21, T9N, R71W of the 6th PM at a distance 100 feet from the South and 1540 feet from the West. Spring #2 located SW1/4, SW1/4, S21, T9N, R71W of the 6th PM at a distance 100 feet from South and 1290 feet from West. Teddy’s Pond located SE1/4, SW1/4, S21, T9N, R71W of the 6th PM at a distance 100 feet from South and 1640 feet from West. Street Address: 162 Sara Lane, Livermore, CO 80536. Subdivision: Deer Meadow, Lot 19. Source: Underground. Date of initiation of appropriation: 3/22/07. How appropriation was initiated: Filed for water right. Amount claimed: 75 gal per minute for each spring, conditional. Use: Fill pond and irrigate hay ground, also a small fishery, wildlife water source and water for local wild land fire fighting. Proposed acres to be irrigated: 20. Legal description of acreage: 20 acres in the SW1/4 of the SW1/4 and part of the SE1/4 of the SW1/4 of S21, T9N, R71W of the 6th PM. If non-irrigation, describe purpose fully: to fill pond. 07CW47 Cecil Farms, Attn: Vernon Cecil, 1639 35th Avenue Court, Greeley, CO 80634, (970)339-2442. APPLICATION FOR NEW WATER RIGHT IN WELD COUNTY. All future pleadings and correspondence to: Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970)407-9000. 2. Purposes of Application: In 1971, a decree was entered in Case No. W-487, Water Court, Water Division 1, State of Colorado, granting a water right to use Well No. 1-12735-R (the “Well”) to irrigate approximately 80 acres in the S1/2 of the SW1/4, Sec. 17, T5N, R64W of the 6th P.M., Weld County, Colorado. Applicant intends to use the Well to irrigate 138 acres (including the 80 acres decreed in Case No. W-487) within the SW1/4, Sec. 17, T5N, R64W of the 6th P.M., Weld County, Colorado. The purpose of this application is to obtain a new water right to “supplement” the water right decreed in Case No. W-487 so the Well can be used to irrigate the entire 138 acres located in the SW1/4 of said Sec. 17. 3. Name of well and permit: Well No. 1-12735-R. 4. Legal description of well: SW1/4, of the SW1/4, Sec. 17, T5N, R64W of the 6th P.M., Weld County, Colorado at a point 577.5 feet north and 46.2 feet east of the southwest section corner. 5. Source and Depth: A. Ground water; B. 67 feet. 6. Appropriation: A. Appropriation Date: Date of filing this application; B. How appropriation was initiated: Filing of this application; C. Date applied to beneficial use: N/A. 6. Amount claimed: 2.62 c.f.s. CONDITIONAL. 7. Proposed use: Applicant proposes to use the Well pursuant to this new water right and Case No. W-487 to irrigate approximately 138 acres located in the SW1/4, Sec. 17, T5N, R64W of the 6th P.M, Weld County, Colorado. This use shall be in addition to the use decreed in Case No. W-487. Water pumped pursuant to Case No. W-487 shall only be used to irrigate the S1/2 of the SW1/4 of said Sec. 17. A map depicting the location of the irrigated acreage is attached hereto as Exhibit A. 8. The decree obtained herein will provide that the Well will not pump except pursuant to a decreed augmentation plan or approved substitute water supply plan. The Well currently is included in: 1) Groundwater Subdistrict of the Central Colorado Water Conservancy District, Case No. 02CW335, District Court, Water Division No. 1, Weld County, Colorado; and 2) Lower Latham Reservoir, Case No. 03CW47, District Court, Water Division No. 1, Weld County, Colorado. 9. To the extent necessary to conform the Well herein with the water right requested in this application, Applicant will obtain an amended or revised well permit for the structure named herein. 10. Ownership: Cecil Farms, Attn: Vernon Cecil, 1639 35th Avenue Court, Greeley, CO 80634; Gina R. Depratt, 27088 County Road 51, Greeley, CO 80634; Robert and Valerie Dunn, 25497 Hwy. 34, Kersey, CO 80644; Bertha A. Jaimes, P.O. Box 115, Lucerne, CO 80646.

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07CW48 ALAN J. LEVINE, M.D., 4756 Crawford Gulch Rd., Golden, CO 80403. Telephone: (303) 279-2790. APPLICATION TO MAKE ABSOLUTE IN JEFFERSON COUNTY. Name of structure: Levine Pond. Type: Reservoir. Date of Original Decree: 03/02/04 in Case No. 03CW313 in Water Division 1. Legal Description: NE1/4, NW1/4, S24, T3S, R71W of the 6th PM at a distance 480 feet from North and 3200 feet from East. Street Address: 4756 Crawford Gulch Rd., Golden, CO 80403. Appropriation Date: 7/15/03. Amount: 10 acre feet. Use: Fire protection, recreation, wetland. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: Date of completion, 06/05; Costs: Excavation, $21690.00, PVC pipes/install, $600.00, Aeration System, $1100.00, Grass seed and wild flowers, $100.00, water lilies, $75.00. Claim to make absolute: Date water applied to beneficial use: 8/05. Amount: 1 acre foot. Use: Fire protection, recreation, wetland, growing water lilies. 07CW49 READY MIXED CONCRETE COMPANY, 4395 Washington Street, Denver, CO 80216 (303) 383-6400. Attorney: David A. Bailey, Carver Schwarz McNab & Bailey, LLC, 1600 Stout Street, Suite 1700, Denver, CO 80202 (303) 893-1815. Application for Finding of Reasonable Diligence, in ADAMS COUNTY. 1. Information from decree in Case No. 98CW257: A. Erger’s Pond Water Right: (1) Name of reservoir: Erger’s Pond. (2) Legal description: The reservoir is located in Section 12, T1S, R67W, 6th P.M., Adams County. The outlet will be approximately 2,600 feet from the east line and 1,800 feet from the north line of said Section 12. (3) Source of water: Water diverted from the South Platte River via the following: (a) South Platte River via the Erger’s Pipeline, a structure that has not yet been completed, but will not exceed 300 cfs capacity. (b) Alfred Krogh Park Lake a/k/a Bromley Lake which is adjacent and immediately south of Erger’s Pond and is the subject of Case No. 92CW018 and a decree entered on October 26, 2000. (c) McCanne Ditch which does not divert from the South Platte, but has a capacity in the vicinity of Erger’s Pond of 50 cfs. (d) Fulton Ditch which has a capacity of 50 cfs in the vicinity of Erger’s Pond. (4) Date of appropriation: April 15, 1998. (5) Amount of water claimed: 1,800 acre-feet, conditional. (6) Use of water: Directly and by exchange, for irrigation, commercial and industrial, lake and reservoir evaporation, augmentation and replacement, dust suppression and aggregate washing. All such uses must occur in Section 12, T1S, R67W, 6th P.M. B. Erger’s Pond Pipeline Water Right: (1) Name of water right: Erger’s Pond Pipeline. (2) Point of diversion: From the east bank of the South Platte River in the SW1/4 of Section 12, T1S, R67W, 6th P.M., Adams County, at a point approximately 1,400 feet from the west line and 1,850 feet from the south line of said section 12. (3) Source of water: South Platte River. (4) Date of appropriation: April 15, 1998. (5) Amount of water claimed: 300 cfs, conditional. (6) Use of water: Directly and by exchange, for irrigation, commercial and industrial, lake and reservoir evaporation, augmentation and replacement, dust suppression and aggregate washing. All such uses must occur in Section 12, T1S, R67W, 6th P.M. 2. Detailed outline of work done toward completion of the appropriation and application of water to beneficial use by Applicant, its sister companies Aggregate Investments, LLC and Sprat-Platte Ranch Co., LLC for the benefit of Applicant, and Applicant’s consultants and contractors (collectively “Applicant”): A. The subject water rights are part of an integrated mining and development plan including the Erger’s Pond property and other mining properties located immediately south of the Erger’s Pond property. Within the next several years, the Erger’s Pond property will be mined for sand and gravel in accordance with a sequential mining plan developed by Applicant. As discussed below, the Erger’s Pond property has been annexed into the City of Brighton and will be developed in accordance with the final subdivision plat and a Development Agreement entered into with the City. Throughout the diligence period, Applicant has actively permitted, engineered and developed the Erger’s Pond property in anticipation of mining and subsequent development. B. In September 2004,

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Applicant and the subject water rights were acquired by Boral Construction Materials, Inc. as part of its plans to mine and develop the Erger’s Pond property, the nearby Brighton-area mining properties and other mining properties in Colorado. C. Applicant purchased the Erger’s Pond property from the Estate of Edith K. Sharp and from Miriam J. Bromley in 1999 and, during the diligence period, made payments totaling several hundred thousand dollars for the Erger’s Pond property pursuant to various promissory notes. D. Applicant permitted the Erger’s Pond property for sand and gravel mining through the Colorado Division of Minerals and Geology in Permit No. M-98-036. Throughout the diligence period, Applicant has prepared for actual mining of the property pursuant to its permit, including without limitation filing of annual reports and payment of annual fees to the Division in accordance with the permit, construction and maintenance of utilities required to mine the property and, as more particularly described below, construction and testing of a slurry wall liner in satisfaction of an express term and condition of its permit. E. Applicant has worked extensively with the City of Brighton to annex the property to the City. Applicant granted (in anticipation of such annexation) easements to Urban Drainage and Flood Control District and to the McCanne Ditch Company. In November 2001, Applicant and the City entered in a Development Agreement, which expressly includes and is predicated upon the mining operation, development of the subject water rights and construction of city parks and other amenities on the Erger’s Pond property. The Final Plat for the Erger’s Pond Subdivision was approved by the Brighton Planning Commission on June 12, 2001 and by the Brighton City Council on November 6, 2001. F. In March 2004, stock certificates for a total of 70 shares of The Fulton Irrigation Ditch Company were issued to Applicant, which Applicant uses as replacement water for its Brighton-area mining operations. Consumptive use credits from said shares will be stored in Erger’s Pond in connection with the substitute water supply plans filed by Applicant. G. Applicant constructed a perimeter slurry wall around the proposed mining area on the Erger’s Pond property. Construction of the slurry wall satisfied an explicit requirement of Applicant’s mining permit and directly facilitates diversion of water by and to the subject water rights for beneficial use. In late-2006, Applicant’s water rights engineer, Bishop-Brogden Associates, Inc. (“BBA”), in consultation and with the approval of the State Engineer’s Office, initiated a liner test on the Erger’s Pond slurry wall (the first ever liner test on an unmined lined storage reservoir in Colorado). The liner test was completed in February 2007, and BBA has submitted a summary report to the State Engineer’s Office. The report concludes that the Erger’s Pond liner meets and exceeds the State Engineer’s design and performance standards set forth in its “Guidelines for Liner Criteria for Gravel Pits” (August 1999). Upon approval by the State Engineer’s Office, Applicant intends to store as much water as possible in Erger’s Pond prior to mining (anticipated to be 350-500 acre-feet). H. On December 18, 2006, Applicant filed applications for approval of substitute water supply plans for its Brighton-area mining operations that are, in part, dependent upon water storage in Erger’s Pond. I. Applicant has participated as an objector in the water rights applications of others for the express purpose of protecting the subject water rights. 3. Name and Address of Owner of Land on which Structures for the Water Rights are Located: Aggregate Investments, LLC (a sister company of Applicant at the same address as Applicant). WHEREFORE, Applicant requests a finding that it has exercised reasonable diligence in the development of the conditional water rights described above and provides that a subsequent showing of diligence be made six years from the date of entry of a decree of diligence in this matter. (5 pages) 07CW50 RICHARD M. STEVENS, P.O. Box 322, Castle Rock, CO 80104. Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800 Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be

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applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 30.4 acres of land located in part of the N1/2 SE1/4 of Section 19, T8S, R66W of the 6th P.M., as described and shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in 37-90-103(10.5), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicant estimates that the following annual amounts are representative of the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property:

Saturated Estimated Aquifer Thickness Annual Amount Lower Dawson 45 feet 2.7 acre-feet (NT) Denver 280 feet 14.6 acre-feet (NT) Arapahoe 375 feet 19.4 acre-feet (NT) Laramie-Fox Hills 164 feet 7.4 acre-feet (NT) 6. Well Fields: Applicant requests that this 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 the future as Applicant’s well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers, Applicant requests 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. 07CW51 RICHARD M. STEVENS, RUTH N. STEVENS, DIXIE J. STEVENS, VASHTIE A. STEVENS, and JANA LEE STEVENS, P.O. Box 322, Castle Rock, CO 80104. Through their attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY ARAPAHOE AND THE NOT NONTRIBUTARY DENVER AND LARAMIE-FOX HILLS AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 68.2 acres of land located in part of Section 4, T9S, R67W of the 6th P.M., as described and shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. Applicants Richard M., Ruth N., Dixie J., and Vashite A. Stevens are owners of approximately 35.8 acres, and Jana Lee Stevens is the owner of approximately 32.4 acres of the Subject Property as also described and shown on Attachment A.

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4. Source of Water Rights: The source of the groundwater to be withdrawn from the Arapahoe aquifer underlying the Subject Property is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Denver and Laramie-Fox Hills aquifers is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property:

Saturated Estimated Aquifer Thickness Annual Amount Denver 500 feet 58 acre-feet (NNT) Arapahoe 320 feet 37 acre-feet (NT) Laramie-Fox Hills 178 feet 18 acre-feet (NNT) Applicants will reserve part of the Denver aquifer water for use through exempt wells. 6. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through the wells requested herein and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicants have estimated the amounts of water available for withdrawal from the subject aquifers, Applicants request the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. 07CW52 ALLEN C. GOULD, 1341 S. ANDES ST., AURORA, CO 80017-4422. Telephone: (303) 751-2750. APPLICATION FOR WATER RIGHTS (SURFACE) IN PARK COUNTY. Name of structure: Gould Cabin Ditch located NE1/4, NW1/4, S28, T11S, R78W of the 6th PM at a distance 900 feet from North and 2000 feet from West. Street Address: 10304 Park County Road 22, Fairplay, CO 80440. Subdivision: Weston Pass Summer Home Group, Lot B. Source: Rich Creek, tributary of the South Fork, of the South Fork, of the South Platte River. Date of initiation of appropriation: February 24, 1919. How appropriation was initiated: Construction of ditch. Date water applied to beneficial use: February 24, 1919. Amount claimed: less than 1 cfs, absolute. Use: Domestic use for a recreation residence. Remarks: The ditch was constructed in 1919 to supply domestic water to a recreation residence, occupied under a Special Use Permit issued by the US Department of Agriculture, Forest Service. The ditch is operated from mid-May through Mid-September. 07CW53 APPLICATION FOR CHANGE OF WATER RIGHT DENNIS AND NANCY BALLARD, Applicants, IN DOUGLAS COUNTY. 1..Name and telephone number of Applicants: Dennis and Nancy Ballard,10934 East Parker Road, Parker, CO 80138, (303) 840-7411 through their attorneys Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-

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0702, 2. Decree information for which change is sought: Case No. 99CW148 as decreed on March 7, 2000. The property which is the subject of the decree is approximately 80 acres located in part of the SE1/4 of Section 20 and the SW1/4 of Section 21, T6S, R65W of the 6th P.M. as described and shown on Attachment A hereto.3.Proposed change: In the original decree, an insufficient amount of Upper Dawson aquifer groundwater underlying the Subject Property was reserved and left un-decreed for complete exempt uses through exempt wells on the Subject Property pursuant to Section 37-92-602, C.R.S. By this change, Applicant requests that the decreed amount of 18.9 acre-feet per year of Upper Dawson aquifer water, be reduced by an additional 4 acre-feet per year for exempt well permitting on the Subject Property. (The decree already reserved 3.33 acre-feet per year and this change will reserve a total of 7.33 acre-feet per year). An augmentation plan was also approved in the decree for the withdrawal of the 18.9 acre-feet per year. Pursuant to this change, only 14.9 acre-feet per year of Upper Dawson aquifer groundwater will be available for use in the augmentation plan. No other parts of the original decree will be changed. 07CW54, MARK C. BARTLEY and COLLEEN M. BARTLEY, APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AQUIFERS AND IN THE NOT NONTRIBUTARY UPPER DAWSON AQUIFER, IN DOUGLAS COUNTY. 1. Name, Address, Telephone Number of Applicants: Mark C. Bartley and Colleen M. Bartley, 7626 Greenland Road, Franktown, CO 80116, (719) 650-5330 through their Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702, 2. Well Permits: Well permits will be applied for prior to construction of the wells., 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 40 acres of land located in the NW1/4 SE1/4 of Section 2, T10S, R66W of the 6th P.M., as shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Upper Dawson, Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property: Saturated Estimated Aquifer Thickness Annual Amount Upper Dawson 271 feet 21 acre-feet (NNT) Lower Dawson 133 feet 10 acre-feet (NT) Denver 320 feet 21 acre-feet (NT) Arapahoe 370 feet 25 acre-feet (NT) Laramie-Fox Hills 190 feet 11 acre-feet (NT) Applicants will reserve part of the Upper Dawson aquifer water which may be available for use through an existing exempt well as permitted in Well Permit No. 184995. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through the wells requested herein and any additional wells which may be completed in the future as Applicants’ well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10),

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C.R.S., 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes., 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicants have estimated the amounts of water available for withdrawal from the subject aquifers, Applicants request the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. 07CW55. Applicant: Tall Pines Ranch LLC, a Colorado Limited Liability Company, c/o Scott Wilson, Manager, 25576 Elk Range Road, Evergreen, CO 80439. Attorney for Applicant: Joanne Herlihy, Esq., 1700 Broadway, Suite 2100, Denver, CO 80290-2101, (303) 861-8013. Application for Underground Water Rights, Water Storage Rights and Approval of Plan for Augmentation in JEFFERSON AND CLEAR CREEK COUNTIES. Introduction: Applicant owns approximately 469 acres located in the SE1/4 Section 6, SW1/4 Section 5 and the NW1/4 Section 8, Township 3 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, (“Tall Pines Property”) as depicted in the map attached as Exhibit 1. Applicant intends to develop the Tall Pines Property into approximately 39 single family home sites. This Application is for the purpose of obtaining decreed water rights for: 1) one or more wells to be drilled on the Tall Pines Property to serve the domestic, irrigation and horse watering needs of the development; and 2) storage rights for up to four ponds for aesthetic, augmentation, domestic, residential, irrigation, horse watering, wildlife, flood retention and fire protection. In addition, Applicant seeks approval of a plan for augmentation to augment out-of-priority depletions resulting from the use of Applicant’s wells as described herein. First Claim for Relief: Conditional Ground Water Rights. Name of wells and location: Tall Pines Ranch Wells Nos. 1-39. Applicant proposes to construct 39 wells, as required through the course of development of the Tall Pines Property. The exact locations of the wells within the Tall Pines Property, as depicted in Exhibit 1, will be determined based on final platting of the lots and field conditions. Source: Groundwater tributary to Guy Gulch tributary to Clear Creek. Appropriation date: April 1, 2006. How appropriation was initiated: Formation of intent to appropriate and apply water to beneficial use. Date water applied to beneficial use: N/A. Amount and Use: 25 gpm, conditional, for domestic, irrigation not to exceed 1000 square feet per lot, watering of horses, residential and fire protection. Name and Address of Owner of Land on Which Structures are located: Applicant is the owner of the land on which the structures will be located. Tall Pines Ranch Well No. 40. Applicant proposes to construct a well to provide in-priority water for storage in and subsequent beneficial use to one or more of the Tall Pines Ranch Ponds described below. The exact location of the well within the Tall Pines Property, as depicted in Exhibit 1, will be determined based on final platting of the lots and field conditions. Source: Groundwater tributary to Guy Gulch tributary to Clear Creek. Appropriation date: April 1, 2006. How appropriation was initiated: Formation of intent to appropriate and apply water to beneficial use. Date water applied to beneficial use: N/A. Amount and Use: 25 gpm, conditional for delivery to storage into one or more of the Tall Pines Ranch Ponds, aesthetic, augmentation, domestic, residential, irrigation, horse watering, wildlife, and fire protection. Name and Address of Owner of Land on Which Structures are located: The well may be located on land owned by the Applicant. Alternatively, the well may be located on land owned by Richard K. Thompson, 11036 East Berry Avenue, Englewood, CO 80111 and Barbara M. Kaptanian, 10029 Genessee

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Court, Littleton, CO 80124. Second Claim for Relief: Conditional Storage Rights. Name of Storage Structures and Legal Description: Applicant proposes to construct up to four on-channel ponds to store water from unnamed tributaries to Guy Gulch or to store water pumped from Tall Pines Ranch Well No. 40. The ponds will be generally located as follows: Tall Pines Ranch Pond #1 is to be located in a portion of the SE1/4 SE1/4 of Section 6, T. 3 south, range 71 West of the 6th P.M., Jefferson County, Colorado at a point approximately 1275' feet West of the East section line and 75' North of the South section line of said Section 6, as shown on Exhibit 2 attached hereto; Tall Pines Ranch Pond #2 is to be located in a portion of the NW1/4 NW1/4 of Section 8, T. 3 south, range 71 West of the 6th P.M., Jefferson County, Colorado at a point approximately 75' East of the West section line and 150' South of the North section line of said Section 8, as shown on Exhibit 2; Tall Pines Ranch Pond #3 is to be located in a portion of the NW1/4 NW1/4 of Section 8, T. 3 south, range 71 West of the 6th P.M., Jefferson County, Colorado at a point approximately 1,100' South of the North section line and 975' East of the West section line of said Section 8, as shown on Exhibit 2; and Tall Pines Ranch Pond #4 is to be located in a portion of the NW1/4 SW1/4of Section 8, T. 3 south, range 71 West of the 6th P.M., Jefferson County, Colorado at a point approximately 3,650' feet South of the North section line and 450' East of the West section line of said Section 8, as shown on Exhibit 2. Amount, storage capacity and approximate surface area: Applicant seeks a total storage capacity of 6.7 acre feet (all active storage), with the right of fill and refill, conditional, to be achieved by construction of one or more of the Tall Pines Ranch Ponds. It is Applicant’s intent to construct as few ponds as necessary to achieve a total aggregate storage capacity of 6.7 acre feet. Consequently, the exact surface area of high water line(s), height and length of dam(s) and total capacity of pond(s) will be determined by field conditions upon construction. Source: Unnamed tributaries to Guy Gulch tributary to Clear Creek. Date of appropriation: December 21, 2006. How appropriation was initiated: By formation of the intent to appropriate and apply water to beneficial use and by survey of the pond sites. Uses: Aesthetic, augmentation, domestic, residential, irrigation, horse watering, wildlife, flood retention and fire protection. Name and Address of Owner of Land on Which Structures are located: Richard K. Thompson, 11036 East Berry Avenue, Englewood, CO 80111 and Barbara M. Kaptanian, 10029 Genessee Court, Littleton, CO 80124. Applicant has entered into an easement agreement with both landowners to allow for construction of the Tall Pond Ranch Ponds Nos. 1-4 described herein. Third Claim for Relief: Plan for Augmentation. Structures to be Augmented: Tall Pines Wells Nos. 1-39. Water Right to be Used for Augmentation: Applicant has secured a long-term water lease agreement with the City of Idaho Springs, Colorado to lease 5 acre-feet of firm yield water to be used for augmentation (“Lease Water”). In addition, Applicant may use water released from one or more of the Tall Pines Ranch Ponds Nos. 1-4 for augmentation. Previous decrees for water rights to be used for augmentation: For water to be used for augmentation from the Tall Pines Ranch Ponds Nos. 1-4 there is no previous decree, such water rights are requested to be decreed herein. For Applicant’s Lease Water from the City of Idaho Springs, Colorado. Idaho Springs owns the following decreed rights in the Idaho Springs Storage Reservoir a/k/a Chicago Creek Reservoir ("Reservoir"). Case No. 84CW508, in District Court, Water Division No. 1, decreed on June 14, 1989. Legal Description of Reservoir: Beginning at the easterly point of contact of the dam axis with the existing ground, said point being situated whence the northwest corner of Section 6, Township 5 South, Range 73 West, 6th P.M., Clear Creek County, bears South 3°10' East a distance of 2,350 feet. The enlarged Reservoir will be an on-channel reservoir located on Chicago Creek, in the W1/2 of Section 6, Township 5 South, Range 73 West, 6th P.M. and the El/2 of Section 1, Township 5 South, Range 74 West, 6th P.M. Source of water: Chicago Creek and Chicago Creek drainage basin, tributary to Clear Creek, tributary to the South Platte River. Date of Appropriation: May 17, 1982 Amount: 1850 acre-feet, conditional, with the right of successive refills in priority until this amount is diverted and stored annually. Uses: Municipal, domestic, commercial, manufacturing, industrial, agricultural, watering of parks and lawns and gardens, fire

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protection, generation of electric power and power generally, recreation, fish and wildlife propagation, sewage treatment, street sprinkling, maintenance of adequate storage reserves, lease, replacement, augmentation and exchange. Name and Address of Owner of Land on Which Structure is located: City of Idaho Springs, 1711 Miner Street, Box 907, Idaho Spring, CO 80452, Attn: City Manager. Statement of plan for augmentation. To the extent that Applicant makes out-of-priority diversions through the Tall Pines Wells Nos. 1-39, Applicant proposes to replace its out-of-priority depletions by use of its Lease Water from the City of Idaho Springs. Applicant may also make replacement of its out-of-priority depletions by release of water stored in the exercise of the rights sought herein to be decreed to the Tall Pines Ranch Ponds Nos. 1-4. Applicant’s proposed diversions and depletions are calculated as follows: Residential Use. The plan is designed to replace depletions from 39 single family homes. It is anticipated that there will be a 100% occupancy rate year-round and that in-home water use will be 350 gallons per day per home. This translates into a total domestic demand of 15.29 acre feet per year. Eighty Five percent (85%) of that diversion, after a single domestic use, will return to the stream system from which the water is pumped by means of individual septic tanks and leaching fields, so that the out-of-priority depletions resulting from such domestic use will amount to 2.29 acre feet per year. Each well will be equipped with a totalizing flow meter. Irrigation Uses. The Applicant, as the owner of the land on which the irrigation water will be applied, will limit the area to be irrigated for amenity landscaping to a maximum of 1000 square feet per single family home. This is equal to slightly less than one acre for the entire development. The consumptive use of lawn grass was calculated using the modified Blaney-Criddle procedure with the Pochop high altitude correction. The 1941-1970 average temperature and precipitation data for the Idaho Springs weather station were used in the analysis. An eighty percent (80%) irrigation efficiency was assumed from sprinkler irrigation of the lawn grass for a total irrigation demand of 1.51 acre feet per year. Horse Watering. It is assumed that there will be a maximum of two (2) horses per lot with a water requirement of 10 gallons per day per horse for a total watering demand of 0.874 acre feet per year. This water use is one hundred percent (100%) consumptive. Total Uses. The maximum combined out-of-priority water made available for the Applicant’s use from the wells to meet the combined domestic, irrigation and horse watering demand would be 18.07 acre feet per year, resulting in an out-of-priority depletion of 4.68 acre feet per year that the Applicant will need to replace in order to continue its out-of-priority diversions through the wells. In the operation of this plan, diversions from each well will be recorded. The monthly diversions from all wells will be totaled to calculate the total monthly diversions for Tall Pines Wells Nos. 1-39. To calculate the monthly out of priority diversions, the total diversions will be multiplied by the number of days that there was a valid senior water rights call on the wells and divided by the total number of days in the month. The monthly out of priority depletions will be calculated by multiplying the out of priority diversions by the percentages shown below:

Month Percentage Month Percentage January 20 July 35 February 20 August 33 March 20 September 31 April 20 October 23 May 27 November 20

If there is a valid senior water rights call from Clear Creek or the South Platte River, augmentation for out of priority depletions will be provided through release of Lease Water from the Reservoir or by releasing water from one or more of the Tall Pines Ranch Ponds described herein. If there is a valid senior water rights call from Guy Gulch, augmentation for out of priority depletions will be provided by releasing water from one or more of the Tall Pines Ranch Ponds. Releases of Lease Water from the Reservoir will be made on a monthly basis or as

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directed by the State Engineer, subject to any delivery constraints at the Reservoir, such as if the Reservoir and its outlet works are inaccessible to Idaho Springs’ personnel in which case, releases will be made as soon as possible. Applicant will submit yearly accounting to the Division Engineer, or as requested. The amount of storage water to be decreed to the Tall Pines Ponds Nos. 1-4 and Lease Water available to Applicant is more than sufficient to replace Applicant’s out of priority depletions caused by use of the wells for the combined domestic, irrigation and horse watering uses described herein. In addition, these water rights can be made available for replacement of Applicant’s out of priority depletions in time, location and amount to the extent necessary to prevent injury to other vested water rights. Therefore, this plan for augmentation will allow a supply of water to the proposed Tall Pines Property without injury to vested water rights. WHEREFORE, Applicant prays that this Court enter a decree granting this Application and awarding the conditional underground water rights and conditional water storage rights claimed herein and approving the plan for augmentation set forth; and specifically determining that the underground and water storage rights requested herein, along with the requested augmentation plan are part of an integrated water supply system to serve the Tall Pines Property and that diligence with respect to one component of the integrated water supply system constitutes diligence with respect to the entirety of the system; and for such further relief as this Court deems just and proper. 11 pages. 07CW56 RICHARD M. STEVENS, RUTH N. STEVENS, VASHTIE A. STEVENS, DIXIE J. STEVENS, and ESTATE OF CLIFFORD STEVENS P.O. Box 322, Castle Rock, CO 80104,(303) 688-4725. Through their attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AND DENVER AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells.3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 420 acres of land located in the N1/2 NE1/4 of Section 7, the NW1/4 NW1/4 and parts of the W1/2 and SE1/4 of Section 8, and the S1/2 SW1/4 of Section 9, T7S, R66W of the 6th P.M., as described and shown on Attachment A hereto. Amounts will be owned by Applicants based on their ownership of the Subject Property as also described and shown on Attachment A. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver (Sections 8 and 9), Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Upper Dawson and Denver (Section 7) aquifers is not nontributary as described in 37-90-137(9)(c), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Upper Dawson, Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property:

Saturated Estimated Aquifer Thickness Annual Amount Upper Dawson 37 feet 30 acre-feet (NNT) Lower Dawson 140 feet 130 acre-feet (NT) Denver 300 feet 40 acre-feet (NNT in Section 7) Denver 300 feet 200 acre-feet (NT in Sections 8 and 9)

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Arapahoe 275 feet 220 acre-feet (NT) Laramie-Fox Hills 190 feet 140 acre-feet (NT) Applicants will reserve parts of the water for use through exempt wells. 6. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through the wells requested herein and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicants have estimated the amounts of water available for withdrawal from the subject aquifers, Applicants request the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. 07CW57 CHARLES WOODALL, 1480 E. Higby Road, Monument, CO 80132. Through his attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202. Telephone: (303) 534-0702. APPLICATION FOR PLAN FOR AUGMENTATION, IN EL PASO COUNTY. 2. Description of plan for augmentation: A.Groundwater to be augmented: 2.25 acre-feet per year over a 300 year period of not nontributary Dawson aquifer groundwater available underlying the Subject Property as decreed in Case No. 97CW27, District Court, Water Division 2. Applicant is the owner of the land and water rights decreed in that case, being approximately 35 acres of land located in part of the SE1/4 of Section 20, T11S, R66W, 6th P.M., as described and shown on Attachment A hereto ("Subject Property"). B. Water rights to be used for augmentation: Return flows from the use of not nontributary Dawson aquifer water and return flows or direct discharge of parts of the nontributary Arapahoe and/or Laramie-Fox Hills aquifer groundwater underlying the Subject Property as also decreed in Case No. 97CW27. C. Statement of plan for augmentation: The subject Dawson aquifer groundwater may be used to serve up to three residential lots on the Subject Property through individual wells for a 300 year period. It is estimated that each lot will require approximately 0.75 acre-feet per year for inhouse use (0.3 acre-feet), irrigation of 7000 square feet of home lawn and garden (0.4 acre-feet), and stockwatering of up to four large domestic animals (0.05 acre-feet). Applicant reserves the right to amend these values without amending the application or republishing the same. Sewage treatment for inhouse use will be provided by non-evaporative septic systems. Return flows associated with in-house use will be approximately 90% of water used and it is estimated that approximately 10% of water used for irrigation will be returned to the stream system. Water used for stockwatering is considered to be 100% consumed. D. During pumping Applicant will replace actual depletions to the affected stream systems pursuant to Section 37-90-137(9)(c), C.R.S. Because depletions may occur to stream systems in Water Divisions 1 and 2, this application is being filed in both divisions. Based on the location of the Subject Property, return flows from use of the water on the Subject Property may return to the South Platte River and the Arkansas River stream system and such return flows are sufficient to replace the required amount of replacement. If not, Applicant requests that the total actual amount of depletion to all stream systems be returned to either the South Platte or Arkansas River stream system and for a finding that those replacements are

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sufficient. Applicant will reserve an adequate amount of the nontributary groundwater underlying the land to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater underlying other land, including return flows, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 3. Remarks: Applicant will withdraw the not nontributary Dawson aquifer water as described above under the plan of augmentation requested herein pursuant to Section 37-90-137(9)(c), C.R.S. 07CW58. Name, Mailing Address, Telephone Number of Applicant: Pioneer Water and Irrigation, Inc., P. O. Box 1218, Fort Morgan, CO 80701, Telephone: (970) 867-3054; c/o Michael D. Shimmin, Esq., Vranesh and Raisch, LLP, P.O. Box 871, Boulder, CO 80306, (303)443-6151. APPLICATION TO AMEND EXISTING AUGMENTATION PLAN, IN MORGAN COUNTY. Name of Structure: Well Permit No. 032592-F, which is a decreed alternate point of diversion for a portion of the water right originally decreed to Well No. 1290R, which was included in the original augmentation plan decreed to Pioneer in Case No. 81CW407. Existing Augmentation Plan and Description of Amendment: Pioneer seeks to amend the list of wells augmented by its existing augmentation plan, which was decreed in Case No. 81CW407, Water Court for Water Division 1, and is attached as Exhibit A. That decree provides for the augmentation of out of priority depletions for wells in the Pioneer service area through recharge to the aquifer at various sites. In addition, Pioneer has pending water court applications in Case Nos. 01CW283 and 03CW427 that will provide additional sources of augmentation credits to replace out of priority depletions. Pioneer seeks to amend the list of wells covered by its existing augmentation plan by adding the one well described in Paragraph 2 above. The additional well is located within the decreed service area described in Paragraph 8 of the decree in Case No. 81CW407. Pioneer has always regarded Well Permit No. 032592-F to be a part of its augmentation plan, has included it in its accounting, and has replaced the out-of-priority depletions associated with it since it was drilled. This was done because it was an alternate point of diversion for Well No. 1290R that was included from the beginning in the Pioneer augmentation plan. The history of these two wells is summarized as follows. In 1973, a water right was decreed to Well No. 1290R in Case No. W-165. That well appears in the decree three different times, because at that time, there were three different co-owners of this well (named Carl A. Williams; Ray W. Beery; and Marcus L. Alexander). Each owner's portion of the water right was separately listed, but all three parcels were irrigated from the same well (Carl A. Williams irrigated 80 acres; Ray W. Beery used his interest in this well, along with four other wells, to irrigate 520 acres; and Marcus L. Alexander irrigated 160 acres). In 1981, Well No. 1290R was included in the augmentation plan filed by Pioneer in Water Court Case No. 81CW407. That case was decreed on October 29, 1986. Exhibit A to the decree lists Well No. 1290R three separate times. Each of these listings corresponds to the acres irrigated by the three separate owners listed above (80 acres for the Williams farm, 160 acres for the Alexander farm, and 520 acres for the Beery farm). So, all of the water rights decreed to this well for all three farms are, and always have been, included in the Pioneer augmentation plan. In about 1978, Ernest Amsberry purchased the Beery and Alexander farms. Separately, Ivan Chabot purchased the Williams farm. The new owners did not wish to continue the "shared well" arrangement of the past. So, in 1987, Ivan Chabot obtained a new well permit for his portion of this water right and installed a well on the Williams farm. That well was assigned Permit No. 032592-F (copy of well permit attached as Exhibit B). Also in 1987, Water Court Case No. 87CW109 was filed. Its purpose was twofold — to correct an erroneous legal description of the acreage irrigated on the Williams/Chabot farm, and to change a portion of the water right originally decreed to Well No. 1290R to the alternate point of diversion associated with Well Permit No. 032592-F. A copy of the corrected and final decree entered in 87CW109 is also attached as Exhibit C. In 2005, Cary Kembel purchased the property from Ivan Chabot. With that land, he also acquired the well with

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Permit No. 032592-F, all of the ditch rights associated with this property, and 35 shares of Pioneer stock. In early 2007, the Division Engineer's Office raised a question about whether this well was actually included in the Pioneer augmentation plan decreed in Case No. 81CW407. Pioneer believes that it is, and that this application is not actually necessary. However, the Division Engineer requires this to be clarified because the Pioneer augmentation plan is not mentioned in the Decree for Case No. 87CW109, and although Well Permit No. 032592-F is a decreed alternate point of diversion for Well No. 1290R, it is a new and different structure than the well described in Case No. 81CW407, and that an additional decree of the Court is necessary for it to be fully included in the Pioneer augmentation plan. In order to minimize conflict and resolve this dispute with the Division Engineer, Pioneer agreed to file this application and expressly add Well Permit No. 032592-F to its augmentation plan. Data for Additional Well: Pioneer requests that the additional well be included using the following data for administration:

Well Permit No. Location SDF (Days) Acres Irrigated 032592-F NE 1/4 SW 1/4, Sec.

1, T4N, R56W 167 80

No Other Changes in Existing Augmentation Plan: No other changes in the augmentation plan are requested, and all of the terms and conditions in the existing augmentation plan (Case No. 81CW407) will remain the same, as supplemented by the additional water rights and augmentation credits to be decreed in Case Nos. 01CW283 and 03CW427. Name and Address of Owners: a. Well Permit No. 032592-F is owned by: Cary Kembel, 26350 Morgan County Road 28, Snyder, CO 80750; b. Cary Kembel is on the Board of Directors of Pioneer, is fully informed about and has authorized this application, and has been provided with a copy of it by counsel for Pioneer. 07CW59 ANTONIO J. DOMINGUEZ and KATHERINE A. MANDERVILLE, 36998 Timber Drive, Elizabeth, CO 80107. Through their attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, IN ELBERT COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 40 acres of land located in the NW1/4 NE1/4 of Section 33, T7S, R64W of the 6th P.M., as shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property, including an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 111397 which will be re-permitted to operate pursuant to the augmentation plan requested below, when necessary. Applicants waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The

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estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicants estimate the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount Upper Dawson 190 feet 15 acre-feet (NNT) Lower Dawson 80 feet 6 acre-feet (NT) Denver 244 feet 16 acre-feet (NT) Arapahoe 214 feet 14 acre-feet (NT) Laramie-Fox Hills 175 feet 10 acre-feet (NT) Applicants will reserve some of the Upper Dawson aquifer water associated with Well Permit No. 111397. 6. Well Field: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicants will use, reuse, and successively use the water for domestic, commercial, industrial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: 3.2 acre-feet per year over a pumping period of 300 years of Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. C. Statement of plan for augmentation: Applicants will use the Upper Dawson water to supply four individual wells, including the existing well, on four residential lots to be located on the Subject Property which will withdraw at rates of flow of 15 gpm. Each well will require approximately 0.8 acre-feet per year for inhouse use (0.4 acre-feet), irrigation/limited to 5000 square-feet of lawn and garden (0.3 acre-feet), and stockwatering of 8 large domestic animals (0.1 acre-feet). Applicants reserve the right to amend these values based on final planning of the Subject Property without amending this application or republishing the same. Sewage treatment for inhouse use will be provided by a non-evaporative septic system. Return flows from in-house use will be approximately 90% of water used and it is estimated that approximately 10% of water used for irrigation will be returned to the stream system. Stockwatering use 100% consumptively used. During pumping Applicants will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicants estimate that depletions may occur to the Running Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary Laramie-Fox Hills aquifer groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicants will withdraw up to 3.2 acre-feet per year for 300 years of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S.

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07CW60 THOMAS G. VOLZ, 12136 Desert Hills Street, Parker, CO 80138. Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 35 acres of land located in part of the SW1/4 of Section 4, T7S, R65W of the 6th P.M., as described and shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicant will withdraw the subject groundwater through wells to be located at any location on the Subject Property. Applicant waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount Upper Dawson 175 feet 12 acre-feet (NNT) Lower Dawson 75 feet 5 acre-feet (NT) Denver 345 feet 20 acre-feet (NT) Arapahoe 225 feet 13 acre-feet (NT) Laramie-Fox Hills 190 feet 10 acre-feet (NT) Applicant will reserve part of the Upper Dawson aquifer water for use through an exempt well. 6. Well Field: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicant’s well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicant will use, reuse, and successively use the water for domestic, commercial, industrial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: 9 acre-feet per year over a pumping period of 100 years of Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. C. Statement of plan for augmentation: Applicant will use the Upper Dawson water to supply up to three residential lots and a horse boarding operation to be located on the Subject Property. The wells will be operated at rates of flow which are necessary to withdraw the decreed amount. Each of the three residential wells will be limited to one acre-foot per year for inhouse use (0.4 acre-feet) and irrigation of 10,000 square-feet of lawn and garden (0.6 acre-feet). The horse boarding

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operation will require approximately 3 acre-feet for watering of up to 50 horses, sanitary facilities inside the building, and maintenance and cleaning purposes. Irrigation around the horse boarding operation will require 3 acre-feet per year for irrigation of approximately 1.5 acres. Applicant reserves the right to amend these values based on final planning of the Subject Property without amending the application or republishing the same. Sewage treatment for inhouse use will be provided by a non-evaporative septic system. Return flows from in-house use and sanitary facilities will be approximately 90% of water used and 10% of water used for irrigation will be returned to the stream system. Stockwatering and maintenance and cleaning use will be 100% consumptively used. During pumping Applicant will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicant estimates that depletions may occur to the Cherry Creek and Coal Creek stream systems. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an equal amount of nontributary Laramie-Fox Hills aquifer groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicant will withdraw up to 9 acre-feet per year for 100 years of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S. 07CW61 1. Applicants: Fox Acres Community Services, Inc., c/o Ted Carter, P.O. Box 38, Red Feather Lakes, CO 80545, (970) 881-2668; Fox Acres Equity Club, Inc. d/b/a Fox Acres Country Club, P.O. Box 10, 3350 Fox Acres Drive West, Red Feathers Lakes, CO 80545, (970)881-2668; Campbell Development, Inc., 1100 Haxton Drive, Fort Collins, CO 80525, (970)223-2205. APPLICATION FOR FINDING OF REASONABLE DILIGENCE in LARIMER COUNTY. Future correspondence and pleadings to: Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970) 407-9000. 2. Structures: Mitchell Ditch, a/k/a North Pine Supply Ditch; South Fork Pipeline; West Reservoir, Middle Reservoir, and East Reservoir, all being the “South 60” Reservoirs; Seaman Reservoir; Terry Lake Reservoir; Barnes Meadow Reservoir; Comanche Reservoir; and Peterson Reservoir. Reservoirs that can be filled via the Mitchell Ditch and the South Fork Pipeline: Mirror Lake, a/k/a Lake Osage; Fox Acres Reservoir No. 3, a/k/a Lake Nootka; Lower Fox Acres Reservoir No. 3, a/k/a Lake Cayuse; Upper Fox Acres Reservoir No. 3, a/k/a Lake Nisqually; Robinson Draw Lake, a/k/a Lake Cree; Lake 15, a/k/a Lake Yakima; Fox Acres West, a/k/a Lake Pawnee; Middle Letitia Lake, a/k/a Lake Chippewa; Deer Lake No. 2, a/k/a Lake Black Feet; Upper Letitia Lake, a/k/a Lake Menominee; Lower Letitia Lake, a/k/a Lake Shoshone; Lake Kickapoo; Fox Acres Reservoir No. 1, a/k/a Lake Lakota; Fox Acres Reservoir No. 2, a/k/a Lake Arapahoe; and South Fox Acres Lake, a/k/a Lake Shawnee. 3. Conditional water rights: A. Date of original decrees: July 27, 1993, Case No. 90CW139, District Court, Water Division No. 1, Colorado, May 22, 2001; Case No. 99CW106, District Court, Water Division No. 1, Colorado. B. Location: Water from the exchange will be delivered to the confluence of the North Fork of the Cache La Poudre River and the mainstem of the Cache La Poudre River, and, in exchange, water will be diverted at the following points, in the alternative. All structures described below are located in Larimer County. Mitchell Ditch, a/k/a the North Pine Supply Ditch. The headgate of said ditch is at a point on the East bank of the North branch of Lone Pine Creek from whence the NE corner of Sec. 26, T10N, R74W of the 6th P.M. bears N 86°45′ E 2,077 feet; South Fork Pipeline. Legal description: the point of diversion is located on the North bank of the South Lone

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Pine at the point in the SW1/4 of the NE1/4 of Sec. 33, T10N, R73W of the 6th P.M., 2,235 feet South of the North line of said Sec. 33, and 1,382 feet West of the East line of said Sec. 33. Also in the alternative, waters may be captured by exchange in Applicant’s following reservoirs, all of which are located in Township 10 North, Range 73 West of the 6th P.M. of Larimer County, Colorado. Mirror Lake, a/k/a Lake Osage: SW1/4 SE1/4, Sec. 22, at a point N 68° 13′ 00′′ W 2,089.65 feet from the SE corner, Sec. 22; Fox Acres Reservoir No. 3, a/k/a Lake Nootka: SE1/4 SE1/4, Sec. 22, at a point N 50° 48′30′′ W 1,187.60 feet from the SE corner, Sec. 22; Lower Fox Acres Reservoir No. 3, a/k/a Lake Cayuse: SE1/4 SE1/4, Sec. 22, at a point N 12°03′33′′ W 1,248.00 feet from the SE corner, Sec. 22; Upper Fox Acres Reservoir No. 3, a/k/a Lake Nisqually: SW1/4 SE1/4, Sec. 22, at a point N 79°47′ 02′′ W 1,778.63 feet from the SE corner, Sec. 22; Robinson Draw Lake, a/k/a Lake Cree: SW1/4 SW1/4, Sec. 22, at a point N 76° 41′13′′ E 1,057.93 feet from the SW corner, Sec. 22; Lake 15, a/k/a Lake Yakima: SE1/4 SW1/4, Sec. 22, at a point N 87° 04′58′′ E 2,232.39 feet from the SW corner, Sec. 22; Fox Acres West, a/k/a Lake Pawnee: SW1/4 NE1/4 , Sec. 28, at a point S 48° 41′47′′ W 2,236.92 feet from the NE corner, Sec. 28; Middle Letitia Lake, a/k/a Lake Chippewa: NE1/4 NW1/4, Sec. 27, at a point S 70° 58′52′′ E 2,130.82 feet from the NW corner, Sec. 27; Deer Lake No. 2, a/k/a Lake Black Feet: SW1/4 SE1/4, Sec. 22, at a point N 81° 42′ 50′′ W 2,223.65 feet from the SE corner, Sec. 22; Upper Letitia Lake, a/k/a Lake Menominee: NE1/4 NW1/4, Sec. 27, at a point S 64° 46′05′′ E 2,243.56 feet from the NW corner of said Sec. 27; Lower Letitia Lake, a/k/a Lake Shoshone: NE1/4 NW1/4, Sec. 27, at a point S 80° 31′23′′ E 2,498.60 feet from the NW corner of said Sec. 27; Lake Kickapoo: The approximate top center of the dam is located in the SW1/4 SW1/4, Sec. 22, at a point N 58° 12′34′′ E 820 feet from the SW corner of said Sec. 22; Fox Acres Reservoir No. 1, a/k/a Lake Lakota: SE1/4 NE1/4, Sec. 28; Fox Acres Reservoir No. 2, a/k/a Lake Arapahoe: NW1/4 NW1/4, Sec. 27, SW1/4 NW1/4, Sec. 27, SE1/4 NE1/4, Sec. 28; South Fox Acres Lake, a/k/a Lake Shawnee: SE1/4 NE1/4, Sec. 28. Release of the substitute supply will be made from the following structures, all located in Larimer County: Seaman Reservoir: SE1/4 SW1/4, Sec. 28, NE1/4, Sec. 33, T9N, R70W of the 6th P.M.; Terry Lake Reservoir: Secs. 23, 24, 25, 26, 35 and 36, T8N, R69W of the 6th P.M.; Barnes Meadow Reservoir: NW1/4 NE1/4 SW1/4 , Sec. 5, T7N, R75W of the 6th P.M.; Comanche Reservoir: SW1/4 NE1/4 SW1/4, Sec. 12, T7N, R74W of the 6th P.M.; Peterson Reservoir: NW1/4 NW1/4 SE1/4, Sec. 22, T7N, R75W of the 6th P.M. C. Source: The Cache La Poudre River and its tributaries. D. Appropriation Dates: Seaman Reservoir: May 18, 1989; Terry Lake Reservoir: July 26, 1989; Barnes Meadow Reservoir: May 18, 1989; Comanche Reservoir: May 18, 1989; Peterson Reservoir: May 18, 1989. E. Decreed Exchange Amount: The decreed exchange amount for each structure is 150 acre feet. Amounts of exchange in acre feet are as follows: From Seaman Reservoir: 50 acre feet CONDITIONAL for all uses but irrigation; 33.27 acre feet CONDITIONAL remains for irrigation use. From Terry Lake Reservoir: 100 acre feet CONDITIONAL for all uses. From Barnes Meadow Reservoir: 150 acre feet CONDITIONAL for all uses. From Comanche Reservoir: 150 acre feet CONDITIONAL for all uses but irrigation; 50.19 acre feet CONDITIONAL remains for irrigation use. From Peterson Reservoir: 150 acre feet ABSOLUTE for irrigation, agricultural, fish propagation, recreational uses, and for fire protection purposes; 150 acre feet CONDITIONAL for domestic, municipal, and commercial uses. F. Decreed Rate of Exchange: The decreed rate of exchange is 6.0 c.f.s. The flow rates of exchange in cubic feet per second are as follows: From Seaman Reservoir: 3.85 c.f.s. CONDITIONAL for all uses but irrigation; 1.83 c.f.s. CONDITIONAL remains for irrigation use. From Terry Lake Reservoir: 4.0 c.f.s. CONDITIONAL for all uses. From Barnes Meadow Reservoir: 6.0 c.f.s. CONDITIONAL for all uses. From Comanche Reservoir: 6.0 c.f.s. CONDITIONAL for all uses but irrigation; 4.48 c.f.s. CONDITIONAL remains for irrigation use. From Peterson Reservoir: 2.64 c.f.s. ABSOLUTE for irrigation, agricultural, fish propagation, recreational uses, and for fire protection purposes; 3.36 c.f.s. CONDITIONAL for irrigation, agricultural, fish propagation, recreational uses, and for fire

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protection purposes; and 6.0 c.f.s. CONDITIONAL for domestic, municipal and commercial uses. G. Uses: Irrigation, domestic, agricultural, fish propagation, recreational, municipal, commercial, and fire protection purposes, both by direct use and following storage. 4. During the diligence period, work was performed on several features of Applicant’s integrated water system. Specifically, Applicants have continued with the development and construction of single-family residences upon Fox Acres property and with the development of the water distribution facility for this development. Piezometers were installed in the dam of the Fox Acres Reservoir No. 3 to determine seepage loss from that dam. Based on the information obtained from the piezometers, Applicants constructed an impervious liner on the upstream face of the dam for the purpose of reducing seepage loss from the dam and assuring that the dam will be able to be legally filled to its high water mark. The cost of this liner was $482,816. In addition, Applicants have incurred during the past six years approximately $16,072 in engineering fees for water quality monitoring, the development of water treatment systems and construction specifications for a new treatment building. Applicants also have completed the following improvements to their overall water delivery facilities: installation of treatment equipment for manganese and iron removal, and additional mains, service extensions, and taps. The cost of such improvements was approximately $40,997. The work performed toward operating the exchange is part of an integrated domestic water supply system, and the work done on the total system is applicable in showing diligence in regard to the conditionally decreed domestic rights. 5. Claim to make absolute: During the diligence period a portion of the exchanges that were conditionally decreed in Case No. 99CW106 were operated in accordance with the terms and conditions of the decree, and are entitled to be decreed as ABSOLUTE. The following is a list of the portion of the exchanges that are entitled to be decreed as ABSOLUTE: Peterson Reservoir: This exchange was operated at various times from April 2001 through September 2005. In particular, Applicant diverted 150 acre feet of water to storage into its various reservoirs that can be filled by operation of this exchange, at a maximum flow rate of 2.64 c.f.s. Sufficient water to effect the exchange was then released to the Cache La Poudre River from Peterson Reservoir under the direction of the Cache La Poudre River Commissioner. Applicant applied the water to the beneficial uses claimed. Applicant claims this exchange from Peterson Reservoir as ABSOLUTE in this amount and flow rate. 6. Ownership: Mitchell Ditch: Red Feather Storage & Irrigation Co., 58 Fire House Ln., Red Feather Lakes, CO 80545; Owner of portion of land upon which Mitchell Ditch is located: United States of America, 240 W. Prospect Rd., Fort Collins, CO 80526; Reservoirs of applicant: Campbell Development, Inc., 1100 Haxton Drive, Fort Collins, CO 80525; Trust of Mary Ross Quaintance, c/o Leo Bradley, P.O. Box 465, Morrison, CO 80465; Fox Acres Equity Club, Inc. d/b/a Fox Acres Country Club, P.O. Box 10, 3350 Fox Acres Drive West, Red Feather Lakes, CO 80545; South Fork Pipeline: Byron Swanson, 2887 N. Keats, Thousand Oaks, CA 91360. WHEREFORE, Applicant respectfully requests a ruling and decree for the following: 1. Applicants have exercised due and reasonable diligence during the six years following entry of the decree in Case No. 99CW106 toward completion or for completion of the appropriation and application of water therein decreed, for the absolute exchange rights herein described at paragraphs 3 and 5, and for such other relief as the Court may determine proper; and 2. Applicants further pray that this Court continue in full force and effect all such conditional water rights for an additional six-year period, and for such other relief as the Court may deem proper; and 3. Should the Court determine that any of the conditionally decreed water rights have not been made absolute, that the Court award Applicants an additional six-year diligence period to make such rights absolute, and for such relief as the Court may deem proper; and 5. Applicants have satisfied the requirements of “can and will”.

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07CW62 APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING SUBSTITUTION AND EXCHANGE IN PARK, DOUGLAS, ARAPAHOE AND JEFFERSON COUNTIES. Please addresses all pleadings and correspondence to Jim Culichia, Felt, Monson and Culichia, 319 N. Weber St., Colorado Springs, CO 80903 and Veronica A. Sperling, Richard J. Mehren, MOSES, WITTEMYER, HARRISON AND WOODRUFF, P.C., P. O. Box 1440, Boulder, CO 80306-1440. 1. Names, addresses, and telephone numbers of applicants: Douglas County Catholic Schools, Inc. (ADCCS@), William Lyons, Executive Director, 228 North Cascade Avenue, Colorado Springs, CO 80903. North Fork Associates, LLC., Mountain Mutual Reservoir Company (collectively AMMRC@), c/o William Blatchley, 2525 S. Wadsworth Blvd., # 306, Lakewood, CO 80227. Centennial Water and Sanitation District (ACentennial@), c/o John D. Hendrick, General Manager, 62 West Plaza Drive, Highlands Ranch, Colorado 80129. 2. The water rights that are the subject of this application (AWater Rights@) are described in paragraph 4 below. MMRC owns the Water Rights. In Case No. 2003CW238, District Court, Water Division No. 1, MMRC changed the water rights from irrigation to augmentation and exchange. DCCS has an agreement to purchase up to 615.8 Class A shares of MMRC equivalent to up to 19.33 acre feet of water from the Water Rights and upon completion of this adjudication, it will convey those MMRC shares to Centennial. In consideration of conveyance to Centennial of the Water Rights, Centennial will provide water and wastewater service to DCCS. Applicants seek a decree changing the Water Rights for use by Centennial, and approving an augmentation plan including substitution and exchange to allow the Water Rights to be diverted and/or stored at new alternate points of diversion and places of storage and used for municipal, augmentation and other beneficial purposes by Centennial. 3. Decreed names of structures for which changes are sought: Slaght Ditch and Mack Ditch No. 2 as adjudicated in Case No. 2003CW238. 3. Description of water rights for which changes are sought: A. Slaght Ditch. In accordance with the Decree entered in Civil Action No. 1678 of the Park County District Court, on May 22, 1913, the Slaght Ditch was awarded a direct flow priority of May 1, 1863, for 2.0 cubic feet per second for irrigation purposes. The source of water is the North Fork of the South Platte River. The point of diversion for the Slaght Ditch was originally established to be a point on the North bank of the North Fork of the South Platte River in the NE 1/4 SE 1/4 of Section 21, Township 7 South, Range 73 West, 6th P.M., Park County, approximately 2,060 feet North and 490 feet West of the Southeast Corner of Section 21. Pursuant to a decree entered by the District Court for Water Division 1 in Case No. 82CW472, on October 3, 1983, the Maddox Reservoir Feeder Ditch was approved as an alternate point of diversion for the Slaght Ditch water right. The point of diversion of the Maddox Reservoir Feeder Ditch is located on the North bank of the North Fork of the South Platte River in the NW 1/4 SW 1/4 of Section 22, Township 7 South, Range 73 West, 6th P.M., approximately 1,240 feet East and 1,740 feet North of the Southwest Corner of Section 22. In Case No. 79CW339, 0.12 of a cubic foot per second of the Slaght Ditch water right was changed to augmentation, replacement and storage purposes. In Case No. 81CW253, the point of diversion for 0.008 of a cubic foot per second of the Slaght Ditch priority was changed to a new location, with the water continuing to be used for irrigation purposes. Of the remaining 1.872 cubic feet per second, 0.481 of a cubic foot per second was transferred by MMRC in Case No. 2003CW238. The Water Rights derive from a portion of this 0.481 c.f.s.,changed in Case No. 2003CW238. B. Mack Ditch No. 2. In accordance with the Decree entered in Civil Action No. 1678 of the Park County District Court, on May 22, 1913, the Mack Ditch No. 2 was awarded a direct flow priority of May 1, 1863, for 1.0 cubic foot per second for irrigation purposes. The source of water is the North Fork of the South Platte River. The point of diversion for the Mack Ditch No. 2 was originally established to be on the South bank of the North Fork of the South Platte River at a point in the NE 1/4 SE 1/4 of Section 21, Township 7 South, Range 73 West, 6th P.M., Park County, whence the East Quarter Corner of

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said Section 21 bears North 431 East, a distance of 984 feet, more or less. By an Order of the Park County District Court entered on October 17, 1927, the point of diversion was moved approximately 789 feet upstream to a point on the South bank of the North Fork of the South Platte River in the NE 1/4 SE 1/4 of Section 21, Township 7 South, Range 73 West, 6th P.M., whence the East Quarter corner of said Section 21 bears North 791 30' East, a distance of 1,292 feet, more or less. In Case Nos. W-7503, W-7548, 80CW080, 80CW455, 81CW143, 81CW298 and 89CW081, a total of 0.1191 of a cubic foot per second of the Mack Ditch No. 2 water right was transferred out of the Ditch for uses other than irrigation. Of the remaining 0.8809 of a cubic foot per second, 0.44045 of a cubic foot per second was transferred by MMRC in Case No. 2003CW238. The Water Rights derive from a portion of this 0.44045 c.f.s., changed in Case No. 2003CW238. C. Terms and conditions from Case No. 2003CW238. Pursuant to the Decree granted in Case No. 2003CW238, the maximum rate of diversion of the consumptive use adjudicated to the Slaght Ditch and the Mack Ditch No. 2 is 0.5 c.f.s., and diversions for in-stream augmentation credit are limited to the period May 1 through October 31 of each year. Diversions are further limited as follows: if the May 1, 1863 priority decreed to the Slaght Ditch and the Mack Ditch No. 2 are not fully satisfied to the extent of 2.0 c.f.s. for the Slaght Ditch and 1.0 c.f.s. for the Mack Ditch No. 2, MMRC=s diversions are limited to its pro-rata entitlement to the water then legally and physically available. Maximum annual diversions of the Slaght Ditch and the Mack Ditch No. 2 are 41 acre feet per year and 342 acre feet during any ten year consecutive period. D. DCCS portion of the Water Rights. DCCS has entered into a contract with MMRC to purchase up to 615.8 shares of MMRC Class A stock, entitling it to receive on an annual basis up to 19.33 acre feet of water from the Water Rights. DCCS= and Centennial=s share of the Slaght Ditch and Mack Ditch No. 2 equates to up to 0.283 c.f.s. of the Water Rights as changed in Case No. 2003CW238. 1. Proposed changes: A. Change in type of use: Applicants request that the type of use of the Water Rights be changed to add the additional uses of municipal, augmentation, domestic, industrial, commercial, irrigation, stockwatering, recreation, fish and wildlife preservation and propagation, fire protection, aquifer recharge purposes, substitution and exchange and replacement, including both immediate application for such purposes and storage for subsequent application for such purposes. B. Change in place of use: Applicants request that the place of use be changed from the existing place of use to lands within Centennial=s existing and future service area, including lands within Highlands Ranch, which are described in Appendix A to this Application, and to other locations in the South Platte River basin. C. Changes in points of diversion and places of storage: Applicants propose that the Water Rights be changed to allow diversion and/or storage at any combination of the following new points of diversion and places of storage, in addition to the existing decreed points of diversion, for the changed uses described above: (1) South Platte Alluvial Well Field No. 2 (also known as the Ensor Wellfield): Six wells constructed or to be constructed at approximate depths ranging from 40 to 60 feet in the South Platte River alluvium downstream from Chatfield Reservoir within 200 feet of the following locations in the E1/2 of Section 31, Township 5 South, Range 68 West of the 6th P.M., Arapahoe County, Colorado:

Distance From North Distance From East Well No. Section Line (Feet) Section Line (Feet)

SP-9 3130 400 SP-10 2780 700 SP-11 3590 400 SP-12 2580 550 SP-13 2180 150 SP-14 3930 50

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Delayed out-of-priority pumping effects resulting from diverting the Water Rights at the South Platte Alluvial Well Field No. 2 are proposed to be augmented pursuant to the augmentation plan including substitution and exchange described below in paragraph 6. (2). City Ditch Pipeline at Chatfield Dam: The centerline of the Chatfield Reservoir Outlet Manifold to the City Ditch intersects the centerline of the dam at a point whence the northwest corner of Section 1, Township 6 South, Range 69 West of the 6th P.M., Jefferson County, Colorado, bears North 49Ε West 4070 feet. (3) Chatfield Reservoir Outlet Manifold to Last Chance Ditch No. 2: The Chatfield Reservoir Outlet Manifold intersects the centerline of the Chatfield Dam at a point whence the northwest corner of Section 1, Township 6 South, Range 69 West of the 6th P.M., Jefferson County, Colorado, bears North 49Ε West 4070 feet. (4) Chatfield Reservoir Outlet Manifold to Nevada Ditch: Same location as Chatfield Reservoir Outlet Manifold to Last Chance Ditch No. 2. (5) South Platte Reservoir: The dam and reservoir location is described as approximately 216 acres located in portions of the W1/2 and of the SE1/4 of Section 31, Township 5 South, Range 68 West of the 6th P.M., Arapahoe County, Colorado, and in the E1/2 of the SE1/4 and the SE1/4 of the NE1/4 of Section 36, Township 5 South, Range 69 West of the 6th P.M., Jefferson County, Colorado. The Water Rights may be stored in South Platte Reservoir by diversion through one or more of the following points of diversion: the wells whose locations are described above in paragraph 5.C.(1); the City Ditch Pipeline at Chatfield Dam, whose point of diversion is located at the point described above in paragraph 5.C.(2); and Chatfield Reservoir Outlet Manifold to Last Chance Ditch No. 2 and/or Nevada Ditch, whose points of diversion are located at the point described above in paragraphs 5.C.(3) and 5.C.(4). (6) Chatfield Reservoir: The reservoir formed by Chatfield Dam, an existing structure located on the mainstem of the South Platte River. The right abutment is located in Douglas County, Colorado, in Sections 6 and 7, Township 6 South, Range 68 West of the 6th P.M.; the left abutment is located in Jefferson County, Colorado, in Section 1, Township 6 South, Range 69 West of the 6th P.M. (7) McLellan Reservoir: Located on Dad Clark Gulch, a tributary of the South Platte River, in Sections 32 and 33 of Township 5 South, Range 68 West of the 6th P.M., Arapahoe County, Colorado, and Sections 4 and 5, Township 6 South, Range 68 West of the 6th P.M., Douglas County, Colorado, with the initial point of survey being a point whence the southeast corner of Section 32, Township 5 South, Range 68 West of the 6th P.M., bears South 71Ε00' East 2489.5 feet. The Water Rights may be stored in McLellan Reservoir by diversion through one or more of the following points of diversion: the wells whose locations are described above in paragraph 5.C.(1); City Ditch Pipeline at Chatfield Dam, whose point of diversion is located at the point described above in paragraph 5.C.(2); and Chatfield Reservoir Outlet Manifold to Last Chance Ditch No. 2 and/or Nevada Ditch, whose points of diversion are located at the point described above in paragraphs 5.C.(3) and 5.C.(4). (8) Denver Basin aquifers underlying lands comprising Highlands Ranch, which lands are described and depicted in Appendix A attached to the application. The Water Rights will be diverted and/or stored at one or more of the facilities described above and subsequently stored in one or more of such Denver Basin aquifers for later extraction. D. Quantification of historical consumptive use: The historic consumptive use and historical return flows of the Water Rights were fully adjudicated by MMRC in Case No. 2003CW238 and said findings are res judicata. This Application is to authorize DCCS=s share of the Water Rights to be diverted and used by Centennial. 6. Augmentation plan including substitution and exchange for delayed out-of-priority pumping effects resulting from diverting the Water Rights at the South Platte Alluvial Well Field No. 2: A. Names of structures to be augmented: South Platte Alluvial Well Nos. 9 through 14 in South Platte Alluvial Well Field No. 2 described above in paragraph 5.C.(1). B. Water rights and sources to be used for augmentation, substitution, and exchange: (1) Denver Basin groundwater underlying Highlands Ranch: (a) Nontributary Laramie-Fox Hills aquifer groundwater decreed in Case Nos. W-9192-78, 83CW237, and 82CW479, District Court, Water Division No. 1. (b) Nontributary Arapahoe aquifer groundwater decreed in Case

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Nos. W-9192-78 and 84CW483, District Court, Water Division No. 1. (c) Nontributary Denver aquifer groundwater decreed in Case Nos. 80CW445 and 97CW145, District Court, Water Division No. 1. (d) Nontributary Dawson aquifer groundwater decreed in Case No. 82CW480, District Court, Water Division No. 1. (e) Not nontributary Denver aquifer groundwater decreed in Case No. 85CW415, District Court, Water Division No. 1. (2) Plum Creek water rights: Up to 688 acre-feet per year of fully consumable water adjudicated in the decree entered on April 17, 1980 in Case No. W-6072, as changed in Case Nos. 85CW415 and 93CW177, all in District Court, Water Division No. 1. (3) Cline Ranch water rights: Fully consumable water adjudicated in the decree entered on January 31, 2002 in Case No. 99CW199(A), District Court, Water Division No. 1. (4) South Platte Reservoir: Water stored in South Platte Reservoir, whose location is described above in paragraph 5.C.(5), pursuant to the decrees entered in Case Nos. 93CW082 and 95CW239, District Court, Water Division No. 1, or by exchange pursuant to the decree in Case No. 93CW178. (5) Chatfield Reservoir: Water stored in Chatfield Reservoir, whose location is described above in paragraph 5.C.(6), pursuant to the decrees entered in Case Nos. 84CW411 and 85CW314, or by exchange pursuant to the decrees entered in Case Nos. 85CW415 and 93CW178. (6) McLellan Reservoir: Water stored in McLellan Reservoir, whose location is described above in paragraph 5.C.(7), pursuant to the following decrees: (a) The decree entered on May 18, 1972 in C.A. 3635, Douglas County District Court. (b) The decree entered on September 7, 1990 in Case No. 88CW222, District Court, Water Division No. 1. (c) Water stored by exchange pursuant to the decrees in Case Nos. 85CW415 and 93CW178. (7) Water supplied by the City of Englewood pursuant to agreements between Englewood and Centennial. (8) Water available under the Water Rights for augmentation, substitution and exchange pursuant to any decree entered as a result of this application. (9) Water available to applicants from any other source legally available for augmentation which can be provided in the amount and at the time and location required for augmentation. (10) Randall and Sessions Ditch water rights: Fully consumable water adjudicated in Case No. 2005W111, District Court, Water Division No. 1. A. Historic use: Not applicable. B. Statement of plan for augmentation, substitution and exchange: Applicants propose that the delayed out-of-priority pumping effects resulting from diversion of the Water Rights at the wells in the South Platte Alluvial Well Field No. 2 be determined using the same methodology as specified in paragraph 1.33 of the decree in Case No. 85CW415. The depletion factors for pumping effects from South Platte Alluvial Well Nos. 9, 10, 11 and 12 have already been approved by the State Engineer=s office based on the methodology described in said paragraph. To the extent that delayed effects occur when an unmet downstream demand senior to the date of filing of the application is being administered, applicants propose that such delayed effects be replaced by the following methods: (1) Release of water from South Platte Reservoir, Chatfield Reservoir, and/or McLellan Reservoir, whose locations are described above in paragraphs 5.C.(5) through 5.C.(7). (1) Release to the South Platte River of reusable return flows from indoor uses within Centennial=s service area and exchange of reusable return flows from outdoor uses on Highlands Ranch. The amount, timing, and location of such indoor and outdoor use return flows are proposed to be determined pursuant to the methodology described in paragraphs 1.47 through 1.58 of the decree in Case No. 85CW415. The exchange of reusable outdoor use return flows is further described as follows: (a) Downstream point: Confluence of Little Dry Creek with South Platte River, in Section 33, Township 4 South, Range 68 West, 6th P.M., Arapahoe County, Colorado, approximately 2350 feet from the South section line and 1650 feet from the East section line. (b) Upstream point: The point where depletive effects occur from pumping the wells in the South Platte Alluvial Well Field No. 2 described above in paragraph 5.C. (1). (c) Appropriation date for the appropriative right of exchange: March 31, 2007. (d) Rate of exchange: The rate of exchange will be based on the pumping effects resulting from diversion of the Water Rights at the wells in the South Platte Alluvial Well Field No. 2, which effects are proposed to be determined using the same methodology as specified in paragraph 1.33 of the decree in Case No. 85CW415. (e) Source of

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water to be used for exchange: The sources described above in paragraph 6.B. (3) Direct delivery to the South Platte River system from the Denver Basin groundwater sources described above in paragraph 6.B.(1). (4) Reduction or foregoing of diversions under the Plum Creek water rights, the Cline Ranch water rights, the Water Rights, and/or other water sources described above in paragraphs 6.B.(2), 6.B.(3), 6.B.(7), 6.B.(8), 6.B.(9) and 6.B.(10). 7. 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. South Platte Reservoir: Applicant, Centennial Water and Sanitation District. B. Chatfield Reservoir: U.S. Army Corps of Engineers, Omaha District, 9300 S. State Highway 75, Littleton, Colorado 80123-6901. C. McLellan Reservoir: City of Englewood, 3400 South Elati Street, Englewood, Colorado 80110. WHEREFORE, applicants request the Court: (1) to enter a decree approving the changes of the Water Rights and the plan for augmentation including substitution and exchange described above and specifically approving the changed types of use, places of use, points of diversion, places of storage, and determining that such changes of water rights and augmentation plan including substitution and exchange will not cause injury to vested water rights or decreed conditional water rights. 07CW63 WESTERN EQUIPMENT & TRUCK, INC., 2055 1st Avenue, Greeley, CO 80631. Telephone: (970) 353-6682. APPLICATION FOR CHANGE OF WATER RIGHT IN BOULDER COUNTY. Decreed name of structure for which change is sought: DeBacker Sump. Type: Collection sump. From previous Decree: A. Date Entered: July 27, 1976 in Case No. W-6252 in Water Division 1. Decreed point of diversion: 18 ft. North and 304 ft. West of the N1/4 corner section 36, T1 North, Range 70West of the 6th PM. Source: Groundwater. Appropriation Date: August 14, 1931. Amount: .50 Cubic ft. per second. Historic use: Domestic, stock watering and irrigation of approx 6 acres. Proposed Change: This is a request to change the location of the diversion point from the Decreed location to the location of the underground tank which has been used as the effective diversion point since 1946. Location of the tank is 45’ East and 65’ South of the North 1/4 corner of Sec. 36, T1N, R70W of the 6th PM. Sump was on CDOT right of way and tank is now in right of way. This entire system is to be abandoned and new well drilled within 200’ on property owned by Western Equipment. Change in point of diversion legal description: NW1/4, NE1/4, S36, T1N, R70W of the 6th PM at a distance 65 feet from North and 2685 feet from West. Street address: 7602 Arapahoe, Boulder, CO. 07CW64 JOHN D. VAN PATTEN AND SANDRA S. VAN PATTEN, 1122 PARK VIEW PL., WOODLAND PARK, CO 80863. Telephone: (719) 687-1988. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: Martin Spring. Date of Original Decree: 03/14/2001 in Case No. 2000CW0125 filed in Water Division 1. Legal Description: NW1/4, SW1/4, S20, T13S, R74W of the 6th PM at a distance 2300 feet from South and 1700 feet from West. Street address: 999 Kuiper Drive. Subdivision: 9 Mile Heights, Sub. #1, Lot 15. Source: Natural Spring. Appropriation Date: June 03, 1998. Amount: 0.0067 cu . ft. per. sec. (3gpm). Use: Stock water absolute, irrigation of less than one acre conditional. Provide a detailed outline of what has been done toward completion of the appropriation and application of water to a beneficial use as conditionally decreed: Removed steel stock tank, cleaned out spring, installed concrete block tank and plastic pipe, installed 4 water spigots to aid in watering trees. The last two years there has been very little water. If claim to make absolute, Date water applied to beneficial use: June 03, 1998. Amount: 0.0067 cu ft. per sec. Description of place of use where water is applied to beneficial use: Approximately one acre around spring. 07CW65 PLATTE TRUST, c/o Tom Sharkey, 2320 Twylby Rd., Larkspur, CO 80118, (719) 338-1219. (Steven P. Jeffers, Esq., Scott E. Holwick, Esq., Bernard, Lyons, Gaddis & Kahn,

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P.C., P.O. Box 978, Longmont, CO 80502-0978.) Application for Water Storage Rights in WELD COUNTY. 2. Name of reservoirs: Sharkey’s Lake and Krystal’s Pond. 3. Legal description of dams: A. The reservoirs will be lined gravel pits without a traditional dam. Water will be stored inside a slurry wall constructed to specifications approved by the State Engineer. The slurry wall for Sharkey’s Lake has been completed and is located in portions of the N1/2 SW1/4, NW1/4, W1/2 NE1/4, and NW1/4 SE1/4, S35, and SE1/4 NE1/4 and NE1/4 SE 1/4, S34, T4N, R67W of the 6th P.M., Weld County, Colorado. Krystal’s Pond is a partially excavated gravel pit located generally in the E1/2 S2, T3N, R67W of the 6th P.M., Weld County, Colorado, east of the South Platte River. A slurry wall or other liner has not been constructed yet. B. Both Sharkey’s Lake and Krystal’s Pond are off-channel reservoirs to be filled through one or more of the following alternate points of diversion: i. The Western Mutual Ditch, the headgate of which is located on the East side of the South Platte River in the SE1/4 SW1/4, S11, T3N, R67W, 6th P.M., Weld County, Colorado. ii. Platte River Ranch Diversion Structure, proposed to be constructed at point of diversion on the east side of the South Platte River on Applicant’s property between approximately the South section line of Section 2, T3N, R67W and the East section line of Section 26, T4N, R67W of the 6th P.M. in Weld County, Colorado. C. Map of locations. The location of the reservoirs and proposed points of diversion are depicted on the map attached hereto as EXHIBIT A. 4. Source of Water: South Platte River and its tributaries above each point of diversion. 5. Appropriation: A. Date of appropriation: August 10, 2001. B. How appropriation was initiated: By approval of the application for mining permit number M2000158 to construct the reservoirs, commencement of mining activities and construction of the slurry wall around Sharkey’s Lake. 6. Amounts claimed: A. Sharkey’s Lake: 7,149 acre-feet, conditional. Krystal’s Pond: 1,676 acre-feet, conditional. B. Each reservoir is off-channel. The rate of diversion for filling each reservoir is 130 cfs. 7. Uses: Irrigation, industrial, commercial, domestic, livestock, recreation, fire protection, wetland establishment and maintenance, fish and wildlife, augmentation, replacement and exchange. Use of the Water Rights for irrigation will take place within the boundaries of the Subject Property shown on the map attached as EXHIBIT B. The total number of acres to be irrigated is approximately 676 acres. The legal description for Applicant’s property is attached as EXHIBIT C. Water will also be used for sand and gravel mining and processing, for dust suppression, for a concrete batch plant, and for other industrial and commercial uses on the property. Water will be used for the other purposes within the reservoirs or on Applicant’s property. 8. Surface Areas: A. Sharkey Lake will be approximately 211 surface acres. Krystal’s Pond will be approximately 51 surface acres. B. The slurry walls will be excavated to bedrock. 9. Total capacity of reservoirs: Sharkey’s Lake: 7,149 acre-feet. Krystal’s Pond: 1,676 acre-feet. All active capacity. 10. Names and addresses of owners upon which any structure is or will be located or upon which water will be stored: A. Western Mutual Ditch: The Western Mutual Ditch Company, 21454 Weld County Rd 33, La Salle, CO 80645. B. The Platte River Ranch Diversion Structure, both reservoirs, and the lands where the water will be used are all owned by Platte Trust. 07CW66 CONCERNING THE APPLICATION FOR WATER RIGHTS OF: CHERRY CREEK PROJECT WATER AUTHORITY, APPLICATION FOR CHANGE OF WATER RIGHTS, IN DOUGLAS COUNTY 1. Name, address, and telephone number of applicant. Cherry Creek Project Water Authority c/o Pat Mulhern, Mulhern MRE, Inc., 2 Inverness Drive East, Suite 200, Englewood, CO 80112, Please address all pleadings and correspondence to: Gabriel Racz, Esq., Robert V. Trout, Esq., Trout, Raley, Montano, Witwer & Freeman, PC, 1120 Lincoln, Suite 1600, Denver, CO 80203, (303) 861-1963, email: gracz@troutlaw.com, rtrout@troutlaw.com. 2. Decreed names of structures for which change is sought: a. Lemen Ditch, (also known as Lemon Ditch), b. Barnes Ditch, c. Christiansen Well No. 3, d.Christiansen Well No. 4. 3. Previous decrees: a. Lemen Ditch (a/k/a Lemon Ditch), i. Original decree, entered 10 December 1883, In the Matter of the Priority of Water Rights in

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District No. 8 of Colorado, no case number, District Court for Douglas County, Colorado; change of point of diversion, entered 22 March 1973, Case No. W-517, District Court for Water Division No. 1; ii. Decreed point of diversion: Christiansen Well No. 3 (permit no. 16062), located in the NE1/4 SW1/4 Section 3, T7S, R66W of the 6th P.M., Douglas County, Colorado; iii. Source: Cherry Creek; iv. Appropriation Date: 1 June 1866; v. Amount: 1.41 c.f.s. (1/9 of the 12.72 c.f.s. originally decreed to Lemen Ditch), vi. Historic use: Irrigation of 54 acres. The approximate location of historic use of the Lemen Ditch water right is depicted on the map attached as Exhibit A to the Application. A summary of historic use is attached as Exhibit B to the Application. b. Barnes Ditch., i. Original decree, entered 31 March 1890, In the Matter of the Priority of Rights to the Use of Water in District No. 8, no case number, District Court for Douglas County, Colorado; change of point of diversion, entered 22 March 1973, Case No. W-516, District Court for Water Division No. 1; ii. Decreed point of diversion: Christiansen Well No. 2 (permit no. 16061), located in the SW1/4 SW1/4 Section 3, T7S, R66W of the 6th P.M., Douglas County, Colorado; iii. Source: Cherry Creek; iv. Appropriation Date: 1 March 1885; v. Amount: 4.5 c.f.s; vi. Historic use: Irrigation of 45 acres. The approximate location of historic use of the Barnes Ditch water right is depicted on the map attached as Exhibit A to the Application; A summary of historic use is attached as Exhibit C to the Application. c. Christiansen Well No. 3, i. Decree entered 18 May 1972, Case No. CA-3635, Douglas County District Court; ii. Decreed point of diversion: Christiansen Well No. 3 (permit no. 16062), located in the NE1/4 SW1/4 Section 3, T7S, R66W of the 6th P.M., Douglas County, Colorado; iii. Source: Groundwater tributary to Cherry Creek; iv. Appropriation Date: 15 November 1952; v. Amount: 3.198 c.f.s.; vi. Historic use: Irrigation of 6.2 acres. The approximate location of historic use of the Christiansen Well No. 3 water right is depicted on the map attached as Exhibit A to the Application; A summary of historic use is attached as Exhibit D to the Application. d. Christiansen Well No. 4, i. 18 May 1972, Case No. CA-3635, Douglas County District Court; ii. Decreed point of diversion: Christiansen Well No. 4 (permit no. 4007-F), located in the NE1/4 SE1/4 Section 3, T7S, R66W of the 6th P.M., Douglas County, Colorado; iii. Source: Groundwater tributary to Cherry Creek; iv. Appropriation Date: 23 October 1963; v. Amount: 0.89 c.f.s.; vi. Historic use: Irrigation of 8.0 acres. The approximate location of historic use of the Christiansen Well No. 4 water right is depicted on the map attached as Exhibit A attached to the Application; a summary of historic use is attached as Exhibit E to the Application. 4. Proposed change: Applicant proposes to change the type of use of the Lemen Ditch, Barnes Ditch, Christiansen Well No. 3, and Christiansen Well No. 4 water rights (hereinafter the “Water Rights”) to add all municipal purposes including domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, mining, mine reclamation and continuing mine depletions from the exposure of groundwater, and fire protection uses. Water may be produced for immediate application to beneficial use, for storage and subsequent application to beneficial use, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for all other augmentation purposes, including augmentation of not nontributary ground water diversions. Applicant proposes to change the place of use of the Water Rights to add all areas within the current and future municipal boundaries and service areas of the members of the Cherry Creek Project Water Authority and all parcels owned by the Cherry Creek Project Water Authority. The Cherry Creek Project Water Authority owns the following parcels: the “Vessel Parcel,” located in the East 1/2 of Section 4 and the NW1/4 of Section 3, T7S, R66W of the 6th P.M., Douglas County; the “Walker Parcel,” located in the North 1/2 of Section 34, T7S, R66W of the 6th P.M., Douglas County; and the “Franktown Parcel,” located in Section 22 and the North 1/2 of the North 1/2 of Section 27, T7S, R66W of the 6th P.M., Douglas County. The Cherry Creek Project Water Authority is a body corporate and politic and a political subdivision of the State of Colorado formed by agreement of its members. The members of the Cherry Creek Project Water Authority are the following government entities: Inverness Water and Sanitation District, Arapahoe County Water and Wastewater Authority, Denver Southeast Suburban Water

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and Sanitation District, and Cottonwood Water and Sanitation District. 5. 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: Parker Water & Sanitation District, 19801 East Mainstreet, Parker, Colorado 80138; Carolyn L. Mahoney, Michael J. Mahoney, Jennifer L. Mahoney, Melanie A. Mahoney, 5506 Fir Avenue, Erie, Colorado 80516. 07CW67 Lost and Found, Inc., 6700 West 44th Avenue, Wheat Ridge, Colorado 80033, North Fork Associates, LLC and Mountain Mutual Reservoir Company, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION, INCLUDING CHANGE OF WATER RIGHTS AND EXCHANGE RIGHT IN CLEAR CREEK AND JEFFERSON COUNTIES. 2. Names of Structures to be Augmented: Cranmer Pipeline and South Side Pipeline. The point of diversion for the Cranmer Pipeline is on the North bank of Bear Creek in the NE1/4 NE1/4 of Section 16, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point whence the Northeast corner of Section 16 bears North 50° 14’ East, a distance of 1,305 feet, more or less. The Cranmer Pipeline was awarded a decree for 0.04 of a cubic foot per second for domestic and stock watering purposes, with a date of appropriation of June 1, 1881, by the District Court of the City and County of Denver in Civil Action No. 91471, dated September 24, 1935. The point of diversion for the South Side Pipeline is on the South bank of Bear Creek in the NE1/4 NE1/4 of Section 16, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point whence the Northeast corner of Section 16 bears North 57° 49’ East, a distance of 325 feet, more or less. The South Side Pipeline was decreed for domestic and stock watering purposes, with a date of appropriation of June 1, 1881, by the District Court of the City and County of Denver in Civil Action No. 91471, dated September 24, 1935. 3. Water Rights to be Used for Augmentation Purposes. a. Lost and Found, Inc. ("Lost and Found"), has contracted to purchase 24.9 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 24.9 shares represent the right to receive 0.783 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

April 15, 1868 21 Turkey Creek 10.75 cfs 0.2072 cfs March 16, 1869 23 Bear Creek 7.94 cfs 0.1530 cfs May 1, 1871 25 Bear Creek 25.54 cfs 0.4923 cfs March 1, 1882 30 Bear Creek 12.87 cfs 0.2481 cfs The Bear Creek headgate of the Harriman Ditch is located on the South bank of Bear Creek in the NE1/4 NE1/4, Section 2, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Turkey Creek headgate of the Harriman Ditch is located on the South bank of Turkey Creek near the Southwest corner of Section 6, Township 5 South, Range 69 West, 6th P.M., Jefferson County, Colorado. The Ditch was originally decreed for irrigation, livestock watering, domestic and municipal purposes. ii. Warrior Ditch. 2.0 shares of the 160 shares of capital stock (1.25%),

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issued and outstanding in the Warrior Ditch Company. Said Company owns direct flow water rights decreed to the Warrior Ditch. Pursuant to the Decree entered in Civil Action No. 6832 on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

Dec. 1, 1861 4 Bear Creek 12.33 cfs 0.1541 cfs April 16, 1862 8 Turkey Creek 2.86 cfs 0.0358 cfs Oct. 31, 1864 14 Bear Creek 25.47 cfs 0.3184 cfs April 1, 1865 16 Bear Creek 11.49 cfs 0.1436 cfs The headgates of the Warrior Ditch are the same as those of the Harriman Ditch, described above. The Ditch was originally decreed for irrigation purposes. iii. Soda Lakes Reservoir Nos. 1 and 2. 8.71 shares of the 400 shares of capital stock (2.18%), issued and outstanding in the Soda Lakes Reservoir and Mineral Water Company. Said Company owns storage water rights decreed to the Soda Lakes Reservoir Nos. 1 and 2. Pursuant to the Decree entered in Civil Action No. 91471 on September 24, 1935, the Soda Lake Reservoir Nos. 1 and 2 were adjudicated for 1,794 acre feet for irrigation purposes, and 598 acre feet for storage for supplying the City of Denver with water for municipal purposes, including the watering of lawns and gardens. The date of appropriation awarded the structures was February 11, 1893. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Reservoirs are filled through the Harriman Ditch. iv. Meadowview Reservoir. The structure is located in the NE1/4 SW1/4 and the NW1/4 SE1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County. Meadowview Reservoir was awarded a conditional water right in Case No. 2001CW294, in an amount of water up to 50 acre feet, for augmentation, replacement, exchange and substitution purposes, with the understanding that the amount will be reduced to the difference between 50 acre feet and the volume of water decreed in Case No. 94CW290 for the same purposes. The source is water tributary to North Turkey Creek. Harriman Ditch and Warrior Ditch direct flow water and water available to MMRC in the Soda Lakes Reservoirs are also stored in Meadowview Reservoir by exchange pursuant to the appropriative rights of substitution and exchange decreed in Case Nos. 94CW290, 2000CW060 and 2001CW293. c. The overall "firm" yield of consumptive use water available from the MMRC portfolio of Bear Creek/Turkey Creek water rights and storage facilities was quantified in the Decree entered by the District Court for Water Division 1 in Case No. 2001CW293, dated July 16, 2003. The terms and conditions under which the Bear Creek/Turkey Creek water rights are used for augmentation and replacement purposes are set forth in the Decree in Case No. 2001CW293, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2001CW293 for more detailed information. 4. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. Lost and Found is a Colorado non-profit corporation that is currently operating and is in the process of purchasing the Sing’n River Ranch. Historically, the Ranch has been used as a conference and resident treatment center. It is located on approximately 151 acres within portions of the SE1/4 of Section 9, the SW1/4 of Section 10 and the NW1/4 of Section 15, Township 5 South, Range 72 West, 6th P.M., Clear Creek County. The property is depicted on the attached Exhibit "A." b. The water supply for the Ranch has historically been obtained from the South Side Pipeline and the Cranmer Pipeline. Water is diverted from Bear Creek into a regulating tank for distribution throughout the facility. c. In order to provide future flexibility for its water supply, Lost and Found requests the right to construct up to three wells to be operated as alternate points of diversion for the South Side Pipeline and Cranmer Pipeline water rights, designated as the Sing’n River Ranch Well Nos. 1, 2 and 3. The Sing’n River Ranch Well No. 1 will be located in the SW1/4 SW1/4 of Section

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10, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point approximately 500 feet from the South Section line and 800 feet from the West Section line of said Section 10. The Sing’n River Ranch Well No. 2 will be located in the SW1/4 SW1/4 of Section 10, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point approximately 250 feet from the South Section line and 50 feet from the West Section line of said Section 10. The Sing’n River Ranch Well No. 3 will be located in the SW1/4 SW1/4 of Section 10, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point approximately 300 feet from the South Section line and 500 feet from the West Section line of said Section 10. d. Water is used at Sing’n River Ranch for domestic, stock watering and irrigation purposes. The use of water for irrigation purposes will be administered under a 2007 priority. This augmentation plan is designed to accommodate the following mix of uses: (1) An average on-site occupancy of 70 people, who are expected to require no more than an average of 60 gallons of water per day; (2) An average of 10 employees who will not reside at the Ranch, and who are expected to require no more than an average of 20 gallons of water per day; (3) The attendance of guests at meetings and conferences, to the extent of approximately 5,600 guest days per year, with each guest using no more than an average of 20 gallons of water per day; (4) The boarding of up to 20 horses or equivalent livestock on site; and (5) the irrigation of approximately 16,000 square feet of lawn grass of equivalent vegetation. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. The actual usage of water may vary from the projections described herein as long as the total consumption of water does not exceed the volume of augmentation water available under the plan. e. Total projected water usage under the plan is approximately 5.9 acre feet per year. The actual usage of water will be confirmed by metering. f. Wastewater from the in-building usage of water is treated at a central treatment plant. Return flows are to Bear Creek. Depletions associated with water that is used inside the buildings will be based on a five percent (5%) consumption factor. Water requirements for horses, or equivalent livestock, are assumed to be 10 gallons per animal per day, all of which is consumed. Consumption of lawn grass at this location is 1.0 acre foot per acre. Maximum out-of-priority stream depletions associated with water usage at Sing’n River Ranch are not anticipated to exceed 0.783 of an acre foot per year. g. The required volume of augmentation water will be provided from the sources described in Paragraph No. 3, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. h. Whenever possible, out-of-priority depletions to the stream system, which occur during the period April through October, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Warrior Ditch and/or Harriman Ditch direct flow water rights. During times when MMRC's direct flow water rights are not in priority and during the months of November through March, inclusive, depletions will primarily be augmented by periodically releasing water from the Soda Lakes Reservoirs to the extent needed. i. Since the point of depletion associated with water use at Sing’n River Ranch is upstream of the Harriman Ditch headgate, Lost and Found asserts an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of Bear Creek and Turkey Creek at Bear Creek Lake in Section 5, Township 5 South, Range 69 West, 6th P.M., Jefferson County; thence up Bear Creek to the point where depletions from water usage at Sing’n River Ranch impact Bear Creek in the SE1/4 SW1/4 of Section 10, Township 5 South, Range 72 West, 6th P.M., Clear Creek County. The exchange will operate to replace depletions to the flow of water in Bear Creek and the South Platte River as the depletions occur. The exchange may also be used to add water to an on-site storage container. The exchange will be administered with a priority date of March 30, 2007, at a maximum flow rate of 0.1 of a cubic foot per second. 5. Name and Address of Owner of Land on which New Structures will be Located: West Brandt Foundation, 102 Halter Way, Evergreen, Colorado 80439. WHEREFORE, Lost and Found requests the entry of a decree approving this

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Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. Lost and Found also requests a determination that the water rights described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. Lost and Found further request the entry of an Order directing the State Engineer to issue permits for the construction and use of the proposed wells. (7 pages and one exhibit) 07CW68 CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN LARIMER COUNTY. 1. Name, mailing address, and telephone number of applicant: The City of Greeley, acting by and through its Water & Sewer Board (“Greeley”), c/o Sean T. Cronin, 1100 10th Street, Suite 300, Greeley, Colorado 80631, (970) 350-9811. Send copies of pleadings to: James S. Witwer, Douglas M. Sinor, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963; Jessica L. Pault, Greeley City Attorney’s Office, 1100 10th Street, Suite 401, Greeley, CO 80631, (970) 350-9757. 2. Name of structure: Milton Seaman Reservoir Enlargement. 3. Describe conditional water right giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: The original decree for the Milton Seaman Reservoir Enlargement conditional water right was entered on December 27, 1993 in Case No. 90CW226, District Court, Water Division No. 1. A diligence decree was previously entered on March 22, 2001 in Case No. 99CW233. B. Legal description of the structure: Milton Seaman Dam is located in the SW1/4, NE1/4 and SE1/4, NW1/4 of Section 33, Township 9 North, Range 70 West of the 6th P.M. in Larimer County. The initial point of survey was made at a point mid-length along the crest of the dam whence the center of said Section 33, Township 9 North, Range 70 West of the 6th P.M. bears South 15 degrees 40 minutes West 295 feet. The reservoir is located in Sections 33 and 28, Township 9 North, Range 70 West of the 6th P.M. A map depicting the general location of the structure and the proposed enlargement of the reservoir is attached hereto as Exhibit 1. C. Source: The waters of the North Fork of the Cache la Poudre River and its tributaries originating upstream of the Milton Seaman Dam. D. Appropriation Date: March 1, 1980; Amount: 9,992 acre feet. E. Use: All municipal uses, including domestic; industrial; commercial; manufacturing; recreation; fire protection; power generation; replacement; augmentation; exchange; irrigation of lawns, gardens, parks, and city property; storage for later use; and other beneficial uses relating to the operation of Greeley’s municipal water system. F. For clarification, Greeley also owns an absolute water right decreed to Milton Seaman Reservoir in the amount of 4,328 acre feet by virtue of the original construction of the reservoir (Civil Action 11217, Larimer County, entered September 10, 1953) and an absolute water right decreed to the reservoir in the additional amount of 680 acre feet by virtue of an initial enlargement (Case No. 87CW042, District Court, Water Division No. 1, entered June 25, 1992). Neither of these rights is the subject of this application. 4. 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: During the diligence period, Greeley has, both alone and in cooperation with other water users, taken the following actions towards completion of the appropriation and application of water to a beneficial use: A. The Milton Seaman Reservoir Enlargement was and is conceived and planned to be constructed and operated as a component of Greeley’s integrated municipal water supply system that includes other water supply facilities owned by Greeley in the Cache la Poudre River basin, including, without limitation, the Bellvue Water Treatment Plant and Water Transmission Pipeline, and the following reservoirs: Barnes Meadow, Peterson Lake, Hourglass, Comanche, Twin Lakes, and the Overland Trail Reservoirs. Work on one feature of Greeley’s municipal water supply system shall be considered toward a finding of diligence for all features of the entire system. B. The Milton Seaman Reservoir Enlargement is part of a regional water supply project referred to as the Halligan Seaman Water Management Project (“HSWMP” or

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“Project”). The Project’s participants include the cities of Greeley and Fort Collins and include partnerships with several water districts and an agricultural irrigation company in the Cache la Poudre River basin. The Project primarily involves enlarging the Halligan Reservoir, owned by Fort Collins, and the Milton Seaman Reservoir, owned by Greeley. The proposed enlargements will result in a raw water storage capacity of 40,000 acre feet in Halligan and approximately 53,000 acre feet of active storage in Milton Seaman. Both cities propose the enlargements of these reservoirs to meet their needs to provide sufficient raw water storage to ensure a reliable water supply during a 1 in 50 year critical drought, and based on population forecasts, more efficiently manage their existing water rights. Work related to the HSWMP shall be considered toward a finding of diligence for the Milton Seaman Reservoir Enlargement conditional water right. C. During the diligence period, Greeley and Fort Collins entered into an Intergovernmental Agreement (“IGA”), as the primary Project proponents, to coordinate planning and environmental review for the HSWMP. Greeley contributed approximately 60 hours of staff time in negotiation and legal review of the IGA. D. During the diligence period, Greeley, in conjunction with Fort Collins, commissioned environmental analyses to assist in the Army Corps of Engineers’ permitting process for the HSWMP. Specifically, WEST, Inc. has performed work on NEPA scoping and preliminary coordination, including, but not limited to, preparation of cooperating agency and project meeting materials, and preparation of a Scoping Document, NEPA Scoping Report and Purpose and Need Report. Additionally, WEST, Inc. has performed work to verify the Cities’ MODSIM Hydrology Model and to identify, screen, and analyze appropriate alternatives to the HSWMP. Since the commencement of the professional services agreement in 2005, Greeley has paid WEST, Inc. approximately $231,347. In addition, Greeley expended at least 80 hours of staff time to assist the consultant with project definition and to review and provide comments to draft reports and materials prepared by the consultant. In addition to the environmental analyses performed by WEST, Inc. as part of the federal permitting process for the HSWMP, Greeley has worked to develop a draft Environmental Impact Statement to analyze various alternatives to meet the Purpose and Need for the HSWMP. Greeley has spent approximately $275,546 in consulting fees for assistance in Project planning and coordination for environmental permitting, including strategy development, definition of Project Purpose and Need, alternative identification and screening, NEPA oversight and management, and Section 404 permit advisory services. Moreover, Greeley’s in-house Environmental and Water Resources Counsel has contributed at least 1,000 hours of time to provide legal review, analysis, and recommendations throughout the permitting process for the reservoir enlargement. E. During the diligence period, Greeley contracted with GEI Consultants, Inc. to perform geotechnical investigations of the proposed reservoir enlargement and to update a previous Seaman Reservoir Enlargement Study it had commissioned in April 1992. This work consisted of reevaluations of design criteria and aspects of the four alternatives identified in the 1992 study, review of the associated constructability issues, an incremental damage analysis, water diversion and conveyance for supplemental reservoir supplies, and the feasibility of adding hydropower generation at the reservoir site. As a result of this effort, the final Milton Seaman Reservoir Enlargement Study was issued in April 2004. To date, Greeley has paid approximately $94,148 in consulting fees for the preparation of this report and for additional related engineering analysis. F. During the diligence period, Greeley commissioned a study of the aquatic habitat in the Cache la Poudre River basin. This study constituted an update to a hydrological model developed in 1993 as part of the Joint Operations Plan (“JOP”), an agreement between Greeley and other water users and the Forest Service to coordinate reservoir operations to improve river flows in the basin during critical low flow months. In addition to analyzing the benefits of the JOP, the information gathered as part of the updated study is essential to the federal permitting process for an enlarged Milton Seaman Reservoir. Since the initiation of the study in 2001, Greeley has spent approximately $101,321 in consulting fees to further develop data sets for the Cache la Poudre River model and for related environmental analysis. G. In addition to the aquatic habitat

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modeling work, Greeley has worked to develop hydrological models of reservoir operations and raw water yields for the HSWMP, including the Milton Seaman Reservoir Enlargement conditional water right. This water resource engineering and modeling work was performed as part of the implementation of Greeley’s Water Master Plan, and the resulting information has been heavily relied upon during the permitting process for the HSWMP. Such work included the following: third party data transfers and model verifications; development of 2006 baseline system firm yield estimates; confirmation of supplies, demands, and modeling assumptions for an enlarged reservoir; evaluation of safety factors and design; and integration of Greeley and Fort Collins datasets and modeling. Greeley has contributed significant resources to the development and refinement of these models, totaling approximately $78,228 in consulting fees and hundreds of hours of staff time in subsequent evaluations of model results. Also, Greeley has spent approximately $10,000 in outside legal fees for water rights analyses and review of water quality concerns in connection with the hydrological modeling work. As part of the hydrological study associated with the HSWMP and in conjunction with the updated Milton Seaman Reservoir Enlargement Study, estimates were needed for the firm yield analysis for annual deliveries from the Windy Gap Project, a transmountain water diversion project that delivers water from the Colorado River Basin to the South Platte River Basin (and a portion of the yield from which Greeley is entitled pursuant to allotment contracts with the Municipal Subdistrict of the Northern Colorado Water Conservancy District). Greeley has expended approximately $3,852 in consulting fees to perform these additional hydrological analyses and modeling studies for the HSWMP. H. During the diligence period, Greeley has participated in three Open Houses hosted by the Army Corps of Engineers to solicit public comment during the federal permitting process for the HSWMP. In addition, Greeley staff has provided numerous presentations to the public and to various private organizations and groups regarding the proposed enlargement of the Milton Seaman Reservoir, as well as quarterly updates during the open sessions of the Greeley Water and Sewer Board meetings. Staff time devoted to the development and presentation of this information is approximately 200 hours. I. In order to use water from the Milton Seaman Reservoir Enlargement in Greeley’s municipal water system, it would be treated at the Bellvue Water Treatment Plant, located northwest of Fort Collins, and delivered via water transmission pipelines to Greeley’s customers. During the diligence period, Greeley made improvements to its Bellvue Water Treatment Plant system totaling at least $8.7 million. In addition, Greeley has expended approximately $15 million on design and partial construction of a new treated water transmission pipeline. The entire pipeline project is expected to cost approximately $60 million to complete. In addition, Greeley has contributed at least 100 hours of staff time in connection with the legal review and analysis of environmental regulatory implications of expansion activities at the Bellvue Water Treatment Plant. J. Greeley has also made improvements to other Cache la Poudre River reservoir facilities totaling approximately $2.2 million during the diligence period. In addition, Greeley has spent considerable time and money consulting, coordinating, and negotiating over, commenting upon, and participating in administrative and judicial appeals made by federal agencies concerning the use of lands in the Arapahoe-Roosevelt National Forest for Greeley’s water supply facilities, including the Milton Seaman Reservoir. K. Greeley has also filed numerous statements of opposition and participated as an objector in several water court cases, during the diligence period, to prevent injury to its Cache la Poudre River basin water rights, including the Milton Seaman Reservoir Enlargement conditional water right. 5. 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: Colorado State University, State School Land Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203; City of Greeley, 808 23rd Avenue, Greeley, CO 80631; Bureau of Reclamation, 11056 W. County Road 18E, Loveland, CO 80537; United States Department of Agriculture, Forest Service, Inspector General, 2850 McClelland Drive, Fort Collins, CO 80526;

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Katherine F. and David P. Lunn, 6066 Obenchain Road, Laporte, CO 80535; Larry D. Johnson Living Trust, 6074 Obenchain Road, Laporte, CO 80535-9723; State Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80302; City of Greeley Water and Sewer Department, Seaman Dam, 808 23rd Avenue, Greeley, CO 80631; United States of America, Arapahoe/Roosevelt National Forest, 2150 Centre Avenue East, Fort Collins, CO 80526-8119; City of Fort Collins Water Department, Attn: Natural Resources, P.O. Box 580, Fort Collins, CO 80522; State of Colorado, Department of Natural Resources, 6060 Broadway Avenue, Denver, CO 80522. AMENDMENTS 03CW119 THE CITY OF FORT LUPTON 130 S. McKinley Street, Ft. Lupton, CO 80621, (303) 857-6694 AND THERMO COGENERATION PARTNERSHIP LLP Attn: Larry Stoddard, 6833 Weld County Road 31, P.O. Box 188, Ft. Lupton, CO 80621. Through their attorneys: Attorneys for the City of Ft. Lupton: Frederick A. Fendel, III - Reg. No. 10476, Carmen S. Hall, Reg. No. 19985, Matthew S. Poznanovic, Reg. No. 29990, PETROCK & FENDEL, P.C., 700 17th St., Suite 1800, Denver, CO 80202. 303-534-0702 phone. Attorneys for Thermo Cogeneration Partnership, LLP: James S. Witwer, Reg. No. 19482, Peter D. Nichols, Reg. No. 33167, Trout, Raley, Montano, Witwer & Freeman, P.C., 1120 Lincoln St., Ste. 1600, Denver, CO 80203. Tel: 303-861-1963 x129 Witwer, x125 Nichols. SECOND AMENDMENT TO APPLICATION FOR A WATER RIGHT AND FOR APPROVAL OF CHANGE OF WATER RIGHTS AND PLAN FOR AUGMENTATION, IN ADAMS, BOULDER AND WELD COUNTIES. The original application in this matter described an augmentation plan for use of Fort Lupton’s municipal wells, changes of water rights to allow use of certain irrigation rights for augmentation, and claimed a new water right. The first amendment added new sources of augmentation water for the city’s use of its wells, sought a change of water right for some of the additional water rights, and added places of storage for Fort Lupton’s augmentation water. This second amendment adds additional new sources of augmentation water for the city’s use of its wells, in addition to those previously identified, and seeks the same change of water right for the additional water rights, and place of storage as sought in the first amendment. The new sources are: 1. Additional Fulton shares: 28 shares of stock in the Fulton Irrigating Ditch Company, in addition to the 183.9 shares described in the original application and first amendment, for a total of 211.9 shares. The water rights of the Fulton Ditch are described in the original application. The additional shares will be changed as described in the original application. (Point of Diversion: In the NE1/4 NE1/4, Sec 17, T2S, R67W, 6th P.M., Adams County. In the original decree, the point of diversion is described as near section 9, between sections 16 and 17, T2S, R67W, 6th P.M.) 2. Amended description of plan for augmentation: Depletions resulting from the city’s use of ground water will be replaced by water from these new sources, and the sources described in the original application as amended. Water from these new sources may be delivered directly to the South Platte River from the ditch at appropriate locations, or may first be stored in and then released from the Lupton Lakes Reservoir as described in the original application as amended. (Lupton Lakes Reservoir will be a lined gravel pit reservoir located generally within the SW1/4 NE1/4, §18; SE1/4 §18; E1/2 §19; and N1/2 NE1/4 §30, T1N, R66W, 6th P.M., Weld County, east of Highway 85). All other matters remain the same as shown in the February 2003 resume for Water Division 1 and as amended in the December 2005 resume for Water Division 1. 04CW90. Joe Hawkins, 22411 Dunreathe Avenue, Orchard, CO, 80649, c/o Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF LLP, 322 Eastman Park Drive, Windsor, CO, 80550, (970)674-9888. Second Amendment to Applicant for Change of Water Rights and Plan for Augmentation in MORGAN and WELD COUNTIES. 2. The Application filed

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April 12, 2004, Amended Application filed January 31, 2005 are amended as follows. 3. Decreed Name of Additional Structures to be Augmented: Well No. 1-04211-F (WDID 0106063) and Well No. 2-04303-F (WDID 0106069), hereinafter the “Wells”. 4. Previous Decree. A decree was entered in the Water Court, Water Division No. 1, Case No. W-3132 on July 23, 1975 for 1) Well No. 1-04211-F located in the SW1/4 SE1/4 of Section 35, Township 5 North, Range 60 West of the 6th P.M., Morgan County, Colorado, at a point 790 feet North and 820 feet East of the South quarter corner of said Section 35, with a date of appropriation of May 25, 1963 in the amount of 1.80 c.f.s. for irrigation of 106 acres in the SE1/4 of said Section 35 and 2) Well No. 2-04302-F located in the SW1/4 SE1/4 of Section 35, Township 5 North, Range 60 West of the 6th P.M., Morgan County, Colorado, at a point 1500 feet South and 1800 feet West of the East quarter corner of said Section 35, with a date of appropriation of June 5, 1963 in the amount of 1.76 c.f.s. for irrigation of 106 acres in the SE1/4 of said Section 35. The Wells are used as a supplemental supply after irrigation of the lands by shares of the Weldon Valley Ditch Company. 5. Consumptive Use. The crop irrigation water requirement was estimated using the ASCE Standardized model. Meteorological data was gathered from the Northern Colorado Water Conservancy District weather station in Wiggins, Colorado (Lat 40°N, Long: 104°E). The ASCE Standardized model uses the daily high and low air temperature, humidity information and the measured light energy to calculate the CU factor of F. A set of crop coefficients are then applied to the CU factor to calculate the water consumptive use of the specific crop. A water balance approach was used to reduce the CU value by the effective precipitation based upon the method described in TR21 and to include soil moisture carryover based upon water storage capacity according to soil texture. The result was the crop Irrigation Water Requirement (IWR). The IWR is first met by direct flow surface water from the Weldon Valley Canal. If these fields are flood irrigated a 60% application efficiency value is used to apply the direct flow water toward IWR, otherwise an 80% application efficiency was used. The remaining demand is considered to be met by the irrigation well. Detailed cropping information was used for the time period of 1982 to 2006. The IDS CU Model Version 3.3.28 was used in establishing the consumptive use of the ground water in this request. Integrated Decision Support System at Colorado State University model is available at www.ids.colostate.edu. From 1974 to 1981, acre-feet withdrawn per month were estimated based on the average consumptive use from the years 1982 to 1987. 6. Depletions. To determine the timing of the stream depletions the Alluvial Water Accounting System (AWAS) model was used using the “Alluvial Aquifer” boundary condition option (AWAS-Alluvial Aquifer). AWAS was developed by the Integrated Decision Support System at Colorado State University. The AWAS-Alluvial Aquifer model is a linear approximation for the estimation of stream depletions that uses the Glover formula with representation of an impervious alluvial aquifer boundary. The impervious alluvial aquifer boundary was considered to be the bounds of the USGS study area maps. AWAS-Alluvial Aquifer uses four aquifer input parameters for each well. They are: X – Distance from well to river; W – Distance from the aquifer boundary through the well to the river channel; T- Transmissivity of the alluvial aquifer (in gallons per day/foot) between the well and the river; Specific Yield – 0.2 (dimensionless). The transmissivity for each individual well was calculated using a grid of the transmissivity lines created by the USGS. The well tool then used a harmonic mean across the aquifer through the well location to determine the transmissivity for the well site. These parameters for the Wells are below. The parameters were created within ArcGIS using the Transmissivity Interpolator Toolbar created by IDS at CSU. Well No. X (feet) W (feet) T (GPD/ft) S 1-04211-F 1,981 11,250 80,200 0.2 2-04303-F 1,991 11,670 80,300 0.2

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7.Plan for Augmentation: Applicant proposes a plan of augmentation to prevent injury to senior appropriators from any out-of-priority diversions by the Wells by using the same methodology described in the Application. The replacement sources available to Applicant are recharge accretions from Goodrich Farms, CCWCD Recharge Project, Riverside Irrigation, the Weldon Valley Ditch Company Recharge Project (02CW377), and 16 shares of the Weldon Valley Ditch Company which will be changed herein to augmentation use. Central Colorado Water Conservancy District (CCWCD) has developed a recharge project in parts of Sections 7 and 18 of Township 4 North, Range 60 West of the 6th P.M. This project diverts water from the South Platte River using several wells which are within 100 ft. from the river channel. A portion of the property which the pond is located is owned by Applicant and therefore, by Agreement, Applicant receives 6% of the recharge credits accrued to the South Platte River. The project operated in 2006 and 2007 but the amount of credit is not known at the time of this amendment. The identity and priority of the Riverside recharge credits is described in Case No W-2919, Area 3. A portion of the recharge accretions were obtained from Applicant’s ownership in the Riverside Irrigation District and from the consent agreement for the Riverside Recharge credits from Goodrich Farms Augmentation plan of which Joseph Ruland has generated the excess credits. Applicant owns 6% of the shares in the Weldon Valley Ditch Company and will be entitled to his prorata share of recharge credits. The plan will operate on a monthly basis and be administered on a daily basis. The Wells have flow meters installed and will be read close to the end of each month they operate. The total pumping for each Well for the month will be then be multiplied by their consumptive use factor for the Wells. The presumptive depletion factors (PDF) used will be 80% consumptive for sprinkler irrigation and 60% consumptive for flood irrigation. These values will be lagged back to the stream using the well parameters above. Accounting of the operation of the plan will be compiled monthly. The plan will be administered on a daily basis, and the accounting for the past month’s operation will be completed in the following month. 8. Name and Address of Owners of Structures: Applicant owns the Wells and either owns or leases the accretion credits.

06CW139. Strohauer Farms, Inc., 19595 WCR 50, LaSalle, Colorado 80645, (970) 284-6526. (James A. Gustafson, 1010 Ninth Avenue, P. O. Box 1417, Greeley, Colorado 80632, (970) 356-8200). Amended Application For Change of Water Rights, For New Water Right and Approval of Plan For Augmentation in WELD COUNTY. 1. Name, Mailing Address, and Telephone Number of Applicant: Strohauer Farms, Inc., 19595 WCR 50, LaSalle, Colorado 80645, (970) 284-6526. All future correspondence and pleadings to: James A. Gustafson, Esq., P. O. Box 1417, Greeley, Colorado 80632. 2. Purposes of Application: (a) To obtain a new water right for augmentation, replacement, exchange, storage, and/or recharge purposes; (b) To change the use of certain water rights that applicant owns or has the right to use that are currently decreed for irrigation to allow said water to also be used for augmentation, replacement, exchange, storage, recharge and substitute water supply purposes, either directly or following storage; (c) To provide the ability to use recharge locations where water rights and the changed water rights can be delivered and used for storage and recharge purposes; (d) To adjudicate a plan of augmentation that uses the net consumptive use of water associated with the water rights to be changed herein, as well as other water rights to which applicant is entitled to use, either on a direct flow or release from storage basis, to replace out-of-priority depletions associated with well pumping from wells described hereinafter and/or to replace historical return flows from the changed water rights or additional water rights, to the extent necessary to prevent legal injury to other water rights; (e) To provide for the inclusion of additional replacement water, including that provided by retiming wells, augmentation wells, by-passed senior water rights, leased water rights, excess augmentation credits obtained by augmentation plans of other entities with water sources available, and use of other structures or water rights which applicant obtains the right to use in the future and which are legally available for augmentation use, into the plan of

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augmentation applied for herein; (f) To change the use of water rights of well users under this plan of augmentation and the points of diversion of water rights to allow for storage or for delivery to recharge sites for augmentation when said water is available for said use; (g) To provide for the temporary dry-up of irrigated ground of well users under the plan of augmentation if insufficient replacement water is available. CLAIM NO. 1, APPLICATION FOR CHANGE OF WATER RIGHTS, (Union Ditch Water). 1. Name of Water Rights and Structures Which Change is Sought: (a) Applicant has an option to purchase two shares of Union Ditch Company and is contracting to purchase additional shares. Applicant seeks a change of use/bypass of the two shares and the additional shares it is contracting to purchase of the total 250 shares under the Union Ditch to use in its augmentation plan listed herein. (b) Union Ditch water rights are direct flow rights, by original appropriation, decreed to the Union Ditch from the South Platte River. (i) Decree entered: April 28, 1883, in Case No. 6009. (ii) Appropriation dates and amounts: Appropriation date: 11/5/1874 for 100 c.f.s., Appropriation date: 11/2/1881 for 84.03 c.f.s., (iii) Decreed point of diversion: The headgate of the Union Ditch is located in the Northeast Corner (NE Cor) of Section Eighteen (18), Township Four (4) North, Range Sixty-Six (66) West of the 6th P.M., Weld County, Colorado. 2. Source: South Platte River. 3. The two shares of Union Ditch have been historically diverted at the Union Ditch headgate and used for agricultural irrigation on approximately 65 acres of farm ground under the Union Ditch service area located in the NE1/2 of the NE1/4, Sec. 5, Twp. 4 N., Rng. 65 W. of the 6th P.M., Weld County. (A map will be provided after the Union Ditch Company Ditch-Wide Analysis is completed.) 4. Change Sought: During times when there is insufficient replacement water available for this Plan of Augmentation, applicant may bypass the water associated with certain of the two shares and additional shares it is contracting to purchase. To prevent injury to other water rights, and to prevent expanded use of the senior water rights, a portion of Applicant’s farm ground will be temporarily dried up on a seasonal basis whenever such bypass occurs. Return flow obligations for these changed shares shall be accounted for and replaced. CLAIM NO. 2, CLAIM FOR DIRECT FLOW AND STORAGE WATER RIGHTS. 1. Name of Structures: Western Mutual Ditch, Evans No. 2 Ditch and FRICO/Milton Division. (See attached Map B.) 2. Legal Description of Structure: Headgate for the Western Mutual Ditch is located in the SE1/4 of the SE 1/4 of Sec. 11, Twp. 3 N., Rng. 67 W. of the 6th P.M., Weld County. Headgate for the Evans No. 2 Ditch is located in the NE1/4 of Sec. 19, Twp. 2 N., Rng. 66 W. of the 6th P.M., Weld County. Milton Reservoir Outlet is located in the SW1/4 of Sec. 11, Twp. 3 N., Rng. 65 W. of the 6th P.M., Weld County. 3. Source: Unappropriated water which is tributary to the Western Mutual Ditch, Platte Valley Irrigation Company, the South Platte River, and FRICO/Milton. 4. Date of Appropriation: June 15, 2006, by the preparation of and filing of the Water Application. 5. How Appropriation Will Be Initiated: Applicant will divert unappropriated water through the Western Mutual Ditch, Platte Valley Irrigation Company, South Platte River, and FRICO/Milton and deliver it into the recharge and storage ponds listed herein when it is available. 6. Amount Claimed: 50 c.f.s with the right to store and recharge up to 500 acre feet per year at each recharge site. 7. Type of Use: Augmentation, replacement, exchange, irrigation, domestic, municipal, commercial, industrial, fire protection, watering of livestock, recreational, piscatorial, wildlife propagation, storage, and other uses approved by the Court. (a) Place of Use: Weld County. Properties of the well users herein under the Western Mutual Ditch, Evans No. 2 Ditch, FRICO/Milton and the other properties listed hereinafter consist of 965 acres. 8. Name and Address of Owner of Land on Which Water May be Stored and Used For Recharge and Augmentation:

Table 7. Summary of recharge sites Land Owner Name & Address

Recharge Site Name of Structure T R S q160

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WCL Partnership c/o Mike Lehan 328 N. Market St. #342 San Jose, CA 95110 Lehan Western Mutual Ditch 4N 65W 8 NE Harry Strohauer 19595 WCR 50 La Salle, CO 80645* (*Also used by Central)

*Boulter #2 Milton/FRICO 4N 65W 14 NW

5N 65W 32 SE Harry Strohauer 19595 WCR 50 La Salle, CO 80645 Strohauer Union Ditch 4N 65W 5 NE

Applicant has or will be entering into an agreement with each ditch company to use their structures. CLAIM NO. 3, CHANGE OF WATER RIGHTS, (Western Mutual Ditch a/k/a Hewes-Cook Ditch). 1. Name of Water Rights For Which Change is Sought : (a) Western Mutual Ditch. Applicant seeks to change an adequate number of shares of the 62 shares of the Western Mutual Ditch that it or its landlords own which were decreed for irrigation purposes. The location of the point of diversion is described in the Decree in CA6009 as being on the west side of the South Platte River in the SW1/4, Sec. 11, Twp. 3 N., Rng. 67 W. of the 6th P.M., Weld County. The Western Mutual Ditch headgate is actually located in the SE1/4 of the SW1/4 of Sec. 11, Twp. 3 N., Rng. 67 W. of the 6th P.M., Weld County. (See attached Map A.) (b) Existing Decrees. Western Mutual Ditch has the following Decrees for irrigation purposes: Case No. CA6009, Arapahoe County District Court, Adjudication date: April 28, 1883, Appropriation date: May 5, 1866, for Priority No. 13, August 10, 1871, for Priority No. 23, Amount: 27.45 c.f.s. for Priority No. 13, Amount: 71.2 c.f.s. for Priority No. 23; Case No. CA54658, Weld County District Court, Adjudication date: August 2, 1918, Appropriation date: January 26, 1894, Amount: 86.43 c.f.s. The above water rights are currently adjudicated for agricultural purposes (irrigation). (c) Shares to be Changed. As of June 15, 2006, Strohauer Farms, Inc. and its landlords own 62 shares out of the total 800 issued and outstanding shares of capital stock of the Western Mutual Ditch Company. Applicant seeks to change the use of an adequate number of the 62 shares as stated herein. (d) Water from the 62 shares of Western Mutual Ditch have historically been used as irrigation water to irrigate lands below the Western Mutual Ditch. Because these rights have been historically used for irrigation water there is a consistent pattern of historical use from year to year, depending on cropping patterns, weather conditions and availability of other sources of water. Applicant will quantify the historical use and will maintain return flow replacement obligations as necessary to prevent injury to other water rights by releasing water to the South Platte from any or all of the augmentation sources identified herein. 2. Proposed Change: Applicant seeks to change the use of an adequate number of its 62 shares of the Western Mutual Ditch to include augmentation, recharge, replacement, exchange for use by applicant as provided herein, with the right to the totally consumable portion of the water, either by first use, successive use or disposition. 3. Proposed Plan of Operation: This combined Application For Change of Water Right, For a New Water Right and Approval of a Plan For Augmentation will obtain the necessary Water Court approval for an integrated water supply plan which will provide a source of augmentation water for the wells listed herein. 4. Name and

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Address of Owner of Structures: Western Mutual Ditch is owned by the Western Mutual Ditch Company, c/o Frank Eckhardt, President, 21454 WCR 33, LaSalle, Colorado 80645. CLAIM NO. 4, APPLICATION FOR CHANGE OF WATER RIGHTS, (Western Mutual Ditch a/k/a Hewes-Cook Ditch). 1. Name of Water Rights and Structures For Which Change is Sought: (a) Western Mutual Ditch Company shares of well owners. Applicant seeks a change of use/bypass of an adequate number of its and its landlord’s 62 shares that the well users own of the total 800 shares of the Western Mutual Ditch to use in their augmentation plan listed herein. (b) Western Mutual Ditch water rights are direct flow rights, by original appropriation, decreed to Western Mutual Ditch from the South Platte River. (c) Western Mutual Ditch. Applicant seeks to change 62 shares of the Western Mutual Ditch which were decreed for irrigation purposes. The location of the point of diversion is described in the Decree in CA6009 as being on the west side of the South Platte River in the SW1/4, Sec. 11, Twp. 3 N., Rng. 67 W. of the 6th P.M., Weld County, Colorado. The Western Mutual Ditch headgate is actually located in the SE1/4 of the SW 1/4 of Sec. 11, Twp. 3 N., Rng. 67 W. of the 6th P.M., Weld County, Colorado. (d) Existing Decrees. Western Mutual Ditch has the following Decrees for irrigation purposes: Case No. CA6009, Arapahoe County District Court, Adjudication date: April 28, 1883, Appropriation date: May 5, 1866, for Priority No. 13, August 10, 1871, for Priority No. 23, Amount: 27.45 c.f.s. for Priority No. 13, Amount: 71.2 c.f.s. for Priority No. 23; Case No. CA54658, Weld County District Court, Adjudication date: August 2, 1918, Appropriation date: January 26, 1894, Amount: 86.43 c.f.s. The above water rights are currently adjudicated for agricultural purposes (irrigation). (e) Shares to be Changed. As of June 14, 2006, Strohauer Farms, Inc and its landlords own 62 shares out of the total 800 issued and outstanding shares of capital stock of the Western Mutual Ditch Company. Applicant seeks to change the use of an adequate number of its 62 shares as stated herein.(f) Water from the 62 shares of Western Mutual Ditch have historically been used as irrigation water to irrigate lands below the Western Mutual Ditch. Because these rights have been historically used for irrigation water, there is a consistent pattern of historical use from year to year, depending on cropping patterns, weather conditions and availability of other sources of water. Applicant will quantify the historical use and will maintain return flow replacement obligations, as necessary, to prevent injury to other water rights by releasing water to the South Platte from any or all of the augmentation sources identified herein. 2. Source: South Platte River. 3. The shares of Western Mutual Ditch have been historically diverted at the Western Mutual Ditch headgate and used for agricultural irrigation on approximately 455 acres of farm ground under the Western Mutual Ditch area located in Secs. 5, 6, 7, and 8, Twp.4 N., Rng. 65 W. of the 6th P.M., and Sec. 12, Twp. 4 N., Rng. 66 W. of the 6th P.M., Weld County, Colorado. (See attached Map A.) 4. During times when there is insufficient replacement water available for this plan of augmentation, applicant may bypass the water associated with certain of the 62 shares belonging to the well owners. 5. To prevent injury to other water rights and to prevent expanded use of senior water rights, a portion of the above well owners’ farm ground will be temporarily dried up on a seasonable basis whenever such bypass occurs. Return flow obligations for these changed shares shall be accounted for and replaced. CLAIM NO. 5, CHANGE OF WATER RIGHTS, (Farmers Reservoir and Irrigation Milton Reservoir System). 1. Name of Water Rights For Which Change is South: (a) Farmers Reservoir and Irrigation Milton Reservoir System. Applicant seeks to changes its six shares of the FRICO/Milton and the additional shares Applicant is contracting to purchase which were decreed for irrigation purposes. The location of the points of diversion: Burlington-O’Brian Canal (Direct Flow and Oasis, Barr and Milton Reservoirs): The headgate is on the South Platte River in Section 14, Township 3 South, Range 68 West of the 6th P.M. First Creek headgate is decreed as being located in the NW1/4 of the SE 1/4, Sec. 6, T2S, R 66 W. of the 6th P.M., The Burlington-O’Brian Canal also receives water from a pump station at the Metro Wastewater Reclamation District plant, which discharges to the ditch in Sec. 12, T3S, R 68 W. of the 6th P.M. Milton Reservoir is adjudicated for diversion through the Platte Valley Canal (described below) and through the Burlington-O’Brian Canal

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identified in this section, and then through Barr Lake and Beebe Canal to Milton Reservoir. Platte Valley Canal (Direct Flow and Milton Reservoir): The headgate on the South Platte River in Section 19, T2N, R 66 W. of the 6th P.M. from which the NE Corner of Section 19 bears North 48 degrees five minutes east 1,745 feet. A map of all structures, canals and reservoirs is attached. The delivery canals extending below Barr Lake and Milton Reservoir are the following: The Burlington Company delivery canals below Oasis Reservoir (Barr Lake) consist of Burlington Extension Ditch Company Canals/East and West Burlington Canals), now owned and operated by FRICO and the Hudson Ditch Company Canals (East and West Hudson Canals) extended and operated by FRICO as the Speer and Neres Canals. The FRICO delivery canals below Barr Lake consist of the Speer, Platteville Lateral, Beebe, Bowles Seep, East and West Burlington, Neres, East Neres and Box Elder Lateral Canals. From Barr Lake the delivery canals extend throughout the Beebe Draw in the northerly direction in excess of 35+ miles in length and up to 10 miles in width in Adams and Weld Counties, Colorado. The FRICO delivery canal from Milton Reservoir is the Gilmore Canal that extends approximately 16 miles nor and northeast of Milton Reservoir in Weld County, Colorado. (b) Existing Decrees. The Decrees within the Barr Lake and Milton Reservoir divisions are:

Burlington Company’s Barr Lake (Oasis Reservoir System Structure Source Priority Date Rate/Quantity

Oasis Reservoir South Platte River November 20, 1885 9,090.90 AF Storage Barr Lake South Platte River November 20, 1885 1,990.35 AF Storage Burlington Ditch South Platte River November 20, 1885 350.00 cfs Direct/storage Burlington Ditch First Creek September 1, 1886 50.00 cfs Direct

flow Burlington Ditch Second Creek November 15, 1886 250.00 cfs Direct flow Burlington Ditch Third Creek September 15, 1887 250.00 cfs Direct flow The above rights were adjudicated July 8, 1893, Case No. 11200, Arapahoe County District Court.

Farmers Reservoir and Irrigation Barr Lake System Structure Source Priority Date Rate/Quantity Barr Lake South Platte River January 13, 1909 3,930.00 AF Storage

right Barr Lake South Platte River January 13, 1909 18,000.00 AF Storage

right Barr Lake South Platte River January 13, 1909 33,011.26 AF Refill

right Burlington-O’Brian South Platte River January 13, 1909 900 cfs Filling right for

Barr Canal Lake Burlington-O’Brian South Platte River March 9, 1908 600 cfs Direct flow

right Canal The above rights were adjudicated November 12, 1924, Case No. 54658, Denver County District Court.

Farmers Reservoir and Irrigation Milton Reservoir System Structure Source Priority Date Rate/Quantity Milton Reservoir South Platte River May 29, 1909 26,773 AF Storage

right Platte Valley Canal South Platte River June 9, 1909 215 direct/510 cfs

storage

54

Burlington/O’Brian/ South Platte River May 29, 1909 200 cfs Direct/Storage

Beebe Canal The above rights were adjudicated November 12, 1924, Case No. 54658, Denver County District Court. (c) Shares to be Changed. Applicant has six shares of the total of 2,800 FRICO shares within the FRICO Barr Lake division. Applicant seeks to change the use of the six shares and additional shares it is contracting to purchase. (d) Water from the six shares of the FRICO/Milton have historically been used as irrigation water to irrigate land below the Milton Reservoir Outlet. Because these rights have been historically used for irrigation water, there is a consistent pattern of historical use from year to year, depending on cropping patterns, weather conditions, and availability of other sources of water. Applicant will quantify the historical use and will maintain return flow replacement obligations as necessary to prevent injury to other water rights by releasing water to the South Platte from any and all of the augmentation sources identified herein. The shares of the FRICO/Milton that Applicant is contracting to purchase will also be shares that were utilized historically for irrigation of lands in the area and Applicant will quantify these shares historical use and maintain return flow replacement obligations as necessary to prevent injury to other water rights by releasing water to the South Platte from any and all augmentation sources identified herein when Applicant change the use of these shares as identified below. 2. Proposed Change. Applicant seeks to change the use of its six shares of FRICO/Milton and any additional shares it is contracting to purchase to include augmentation, recharge, replacement, and exchange for use by Applicant as provided herein, with the right to the totally consumable portion of the water, either by first use, successive use or disposition. 3. Proposed Plan of Operation. This combined Applicant For Change of Water Right, For New Water Right and Approval of a Plan For Augmentation will obtain the necessary Water Court approval for an integrated water supply plan which will provide a source of augmentation water for the wells listed herein. 4. Name and Address of Owner of Structures: Farmers Reservoir and Irrigation Company (FRICO), c/o Manual Montoya, Manager, 80 South 27th Avenue, Brighton, Colorado 80601. CLAIM NO. 6, APPLICATION FOR APPROVAL OF AUGMENTATION PLAN. 1. Name of Structures to be Augmented: Table 1. Wells included in substitute water supply plan

WDID Farm Name

Owner Name

Permit No.

Case No. T R S

q160 q40

Ditch Company Service Area

2-5257 Annan John L. Annan 13315 W2707 4N 65W 7

NW SW

Western Mutual

2-7139 Bass Linda Conrad 13054 W1938 4N 66W 12 NE SE

Western Mutual

2-7140 Bass Linda Conrad 13055 W1938 4N 66W 12 NE SW

Western Mutual

2-5825 Burns 2 Helen Burns 16142 W4024 5N 65W 35 NE

NW

FRICO/Milton

2-5909 Devotie

T.D. Devotie Trust 11819 W1569 4N 65W 6 SE SW

Western Mutual

2-5910 Devotie

T.D. Devotie Trust 11820 W1569 4N 65W 6 SE SW

Western Mutual

2-6406 Girvan Charles 40 W470 4N 65W 10 N SE Platte Valley

55

Girvan W

2-6407 Girvan Charles Girvan 41 W470 4N 65W 10

NW

NW Platte Valley

2-6848 Knaub

Diane Knaub-Osgood R8778 W477 4N 65W 4 SW NE None

2-8532 Lehan 1&3

WCL Partnership 11998 W4838 4N 65W 8 NE

NW

Western Mutual

2-8533 Lehan 1&3

WCL Partnership 11997 W4838 4N 65W 8 NE

NW

Western Mutual

2-8534 Lehan 1&3

WCL Partnership 12000 W4838 4N 65W 8 NE

NW

Western Mutual

2-8535 Lehan 1&3

WCL Partnership 11994 W4838 4N 65W 5 NE SW

Western Mutual

2-8531 Lehan 1&3

WCL Partnership 11995 W4838 4N 65W 5 SE SE

Western Mutual

2-5087 Lehan 1&3

WCL Partnership 9311F W4838 4N 65W 5 NE SW

Western Mutual

2-7023 Lorenz Oliver Lorenz R12936 W6689 4N 66W 27 NE SE Platte Valley

2-5448 Boulter Harry Strohauer 10639-RF W2398 4N 65W 14

NW SE

FRICO/Milton

The 17 wells listed above include 11 wells under the Western Mutual Ditch System, 3 wells under the Platte Valley Irrigation Company System, 2 wells under the FRICO/Milton System, and 1 well which does not make use of surface water shares under any of these ditch systems. (See attached Map C.) (a) Groundwater depletions caused by wells in this plan are estimated to result in an average annual historical consumptive use of 205 acre feet for 1975 through 2005. Depletions similar to this order of magnitude are expected to continue in the future. 2. Replacement Water Sources: (a) The Recharge Structures listed above in Claim No. 2, paragraph 8. (b) The development of recharge and storage structures upon the properties listed herein and any other sites that are appropriate and approved by the Division Engineer. The above three potential recharge structure locations in the vicinity of the Western Mutual Ditch service area and representative canal reaches of the Western Mutual Ditch, the Evans No. 2 Ditch and the FRICO/Milton will provide a long-term water replacement option for well owners. Applicant proposes to develop recharge structures to the extent needed to augment average annual well depletions of well owners. The changed water rights and junior water rights applied for herein (and any other water rights available) will be diverted through the Western Mutual Ditch, Evans No. 2 Ditch and the FRICO/Milton when it is not being used for irrigation purposes into the recharge structures so it can be utilized for replacement and augmentation purposes to replace depletions caused by the wells. (c) Applicant has secured or will secure lease agreements with owners of Union Reservoir water, Union Ditch Company water, FRICO/Milton water and other sources of water available in the area. (d) Applicant has secured or will secure from well owners who own permitted augmentation wells (retiming wells) listed below. (See attached Map D.)

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Well Owner Augmentation Permit No.

Existing Permit No. T R S q160 q40

WCL Partnership 60581-F 11997 4N 65W 8 NE NW Linda Conrad 60579-F 13054 4N 66W 12 NE SE John L. Annan 60570-F 13315 4N 65W 7 NW SW WCL Partnership 60568-F 11994 4N 65W 5 NE SW WCL Partnership 60580-F 11998 4N 65W 8 NE NW

(e) The well owners will have the ability to bypass a portion of their Western Mutual Ditch Company water during periods of time when there is insufficient replacement waters available for their depletions if other augmentation sources are not available. (f) Wells owners will agree that to the extent the forecasted depletions cannot be replaced by similar augmentation sources that their pumping will be curtailed to the extent necessary to prevent injury to other vested senior water rights. 3. Applicant will provide appropriate accounting as to the operation of this plan of augmentation as required by the Division Engineer.(a) Depletions from well pumping are to be determined with the water budget method, or whatever method is determined acceptable by the Court. Out-of-priority depletions to the river will be replaced at the appropriate time, location, quality, and quantity. The lagged effects of groundwater pumping will be estimated using Glover or other acceptable methodology. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of May 2007 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original with triplicate copies and include $70.00 filing fee. A copy of each Statement of Opposition must also be served upon the Applicant or Applicant’s Attorney and an affidavit or certificate of such service of mailing shall be filed with the Water Clerk.