SUPREME COURT OF COLORRADO

OFFICE OF THE CHIEF JUSTICE

ORDER

IN THE MATTER OF THE APPOINTMENT OF WATER JUDGES UNDER THE WATER RIGHT DETERMINATION AND ADMINISTRATION ACT OF 1969

Pursuant to Section 37-92-203(2), CRS (2004), the following judges are designated or redesignated as water judges for the water divisions of the state for 2005:

Division 1 Roger A. Klein Gilbert Gutierrez*

Division 2 C. Dennis Maes Kirk S. Samelson *

Division 3 O. John Kuenhold Pattie P. Swift *

Division 4 J. Steven Patrick Charles R. Greenacre *

Division 5 Thomas P. Craven Daniel B. Petre*

Division 6 Michael A. O’Hara Daniel J. Kaup *

Division 7 Gregory G. Lyman David L. Dickinson*

Dated this 8th day of December, 2004

/s/ Mary J. Mullarkey Chief Justice

* Designated additional water judge to assist the principal water judge during an emergency, leave, or conflict situation.

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SUPREME COURT OF COLORADO

OFFICE OF THE CHIEF JUSTICE

ORDER

CONCERNING THE APPOINTMENT OF DESIGNATED GROUND WATER JUDGES

Pursuant to the provisions of Section 37-90-115(1)(b)(V), CRS (2004), the following district judges are appointed as designated ground water judges for the named designated ground water basins for 2005:

Judicial Designated Ground Water Basin District Judge Northern High Plains Steven E. Shinn 13th Camp Creek

Kiowa-Bijou C. Vincent Phelps, Jr. 17th Lost Creek

Upper Black Squirrel Creek Larry E. Schwartz 4th Upper Big Sandy

Southern High Plains Stanley A. Brinkley 15th

Upper Crow Creek Roger A. Klein 19th

Dated this 8th day of December, 2004

/s/ Mary J. Mullarkey Chief Justice

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SUBSTITUTE WATER SUPPLY PLAN NOTIFICATION LIST Section 37-92-308, C.R.S. (2004) directs the State Engineer to establish a notification list for each water division to notify interested parties of requests for approval of: substitute water supply plans (§37-92-308), loans for an instream flow (§37-83-105), and interruptible water supply agreements (§37- 92-309). To receive this information for calendar year 2005, specify whether you prefer to receive the information by first-class mail or electronic mail and send your name, mailing address, e-mail address, daytime telephone number, and water division(s) to: Substitute Water Supply Plan Notification List, Colorado Division of Water Resources, 1313 Sherman Street, Room 818, Denver, Colorado 80203 or e-mail to: [email protected]. There is a $12 fee for this information per calendar year, per water division. The fee may be paid by Visa, MasterCard, check or money order payable to the Colorado Division of Water Resources. If paying by credit card, please include the credit card number and expiration date. Subscription forms and other information regarding Substitute Water Supply Plans are available on the Division of Water Resources' website at http://water.state.co.us/. Questions may be directed to the Division of Water Resources at (303) 866-3581.

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DISTRICT COURT, WATER DIVISION 1, COLORADO

December 2004 WATER RESUME

TO: ALL PERSONS INTERESTED IN WATER APPLICATIONS IN WATER DIV. 1 Pursuant to C.R.S. 37-92-302, you are notified that the following is a resume of all water right applications and certain amendments filed in the Office of the Water Clerk during the month of December 2004 for each County affected.

04CW303 PAUL V. AND SUSAN P. GALLAGHER, 9527 Hurty Avenue, Conifer, CO 80433 (303-838-2578). APPLICATION FOR UNDERGROUND WATER RIGHT, IN JEFFERSON COUNTY. 2. Name of well: Gallagher’s Well, Permit No. 89819. 3. Legal description: NW ¼, SE ¼ of Section 11, T6S, R71W. Distance from section lines: 2580 ft. from S and 2600 ft from E. Street address: 9527 Hurty Ave., Conifer, CO 80433. Subdivision: Aspen Park-Unit 1, Lot 31.4.A. Source: fractured granite. B. Depth 350 ft. 5.A. Date of appropriation: September 9, 1977. B. How appropriation was initiated; drilled well. C. Date water applied to beneficial use: November 7, 1977. 6. Amount claimed: 6.5 gpm, ABSOLUTE. 8.B. Non-irrigation proposed use: Household use for one single-family dwelling. 9. Name and address of owners: Applicants.

04CW304 BILL AND THERESA NAPIER, 25802 Duran Ave., Conifer, CO 80433 (303-838- 2454). APPLICATION FOR UNDERGROUND WATER RIGHT, IN JEFFERSON COUNTY. 2. Name of well: Napier Domestic Well, Permit No. 195760-A. 3. Legal description: SW ¼, SW ¼ of Section 12, T6S, R71W of 6th PM in Jefferson County. Distance from section lines: 765 ft. from S and 600 ft. from W. Street address: 25802 Duran, Conifer CO. Subdivision: Aspen Park, Lot 4, Block 41, Filing 3. Optional additional description: GPS location information in UTM format. Points were averaged. Northing 4376742. Easting 0474630. 4.A. Source: groundwater. B. Depth: 225 ft. 5.A. Date of appropriation: December 31, 1959. B. How appropriation was initiated: Original construction and use of well. C. Date water applied to beneficial use: December 31, 1959. 6. Amount claimed: 7.0 gpm, ABSOLUTE. 8.B. Non-irrigation: Household use only in a single-family dwelling including irrigation of 2000 sq. ft. of home garden and lawns. Remarks: This water right, so long as uses are limited to those decreed herein, is exempt from administration by the State Engineer pursuant to CRS 37-92-602.

04CW305 LARRY E. AND CAROL J. KELLER, 5066 North Lariat Drive, Castle Rock, CO 80108 (303-814-8260). APPLICATION FOR UNDERGROUND WATER RIGHT, IN DOUGLAS COUNTY. 2. Name of well: Existing Keller Well Permit #161414 (originally “Osborn”). 3. Legal description: NE ¼, NE ¼ of Section 22, T7S, R67W of the 6th PM, in Douglas County. Distance from section lines: 815 ft from N and 385 ft. from E. Street address: 5066 North Lariat Drive. Subdivision: Happy Canyon, Lot 55, Block: Happy Canyon 1. 4.A. Source: Lower Dawson Aquifer. B. Depth: 640 ft. 5.A. Date of appropriation: September 3, 1991. B. How appropriation was initiated: well permit. C. Date water applied to beneficial use: Spring 1992. 6. Amount claimed: 6 ¾ gpm, ABSOLUTE. 8.B. Non-irrigation proposed use: Household use—one single family dwelling. 9. Name and address of owners: Applicants.

04CW306 (82CW116 and 81CW403) COLONY INVESTMENTS, INC., 10475 Park Meadows Drive, Suite 600, Lone Tree, CO 80124 (Alix L. Joseph, BURNS, FIGA & WILL P.C., Attorneys for Applicant, 6400 S. Fiddlers Green Circle, Suite 1030, Englewood, CO 80111, (303) 796-2626, [email protected]). APPLICATION FOR CHANGES OF NONTRIBUTARY GROUND WATER RIGHTS, IN DOUGLAS COUNTY. 2. Purpose of Application; Aquifer and Location of Ground Water; Ownership of Well and Land:

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Applicant seeks changes to the decreed locations for Elysian Wells LD-1 and LFH-1. Well LD-1 was decreed in Case No. 82CW116 to withdraw up to 96 a.f. annually of nontributary ground water from the Lower Dawson aquifer underlying certain real property located in Douglas County, Colorado. Well LFH-1 was decreed in Case No. 81CW403 to withdraw up to 162 a.f. annually of nontributary ground water from the Laramie-Fox Hills aquifer underlying the same property. Neither well has yet been drilled. The new location for each well and its alternate will be as described in paragraph 4. The property involved in this application is located in parts of Sections 13, 14, 15, 21, 22, 23, and 24, T6S, R67W, 6th P.M., consisting of 3,514 acres. Applicant owns the ground water rights previously decreed in connection with these wells and lands, including those which are the subject of this application, by a 1988 deed from Elysian Corporation. Applicant currently owns the land where Wells LD-1 and LFH-1 are located, and owns the land at the proposed new locations of the wells. 3. Description of Current Decreed Wells and Water Rights for Which Changes are Sought: A. Initial Decrees: i. Well LD-1, as described below, was initially decreed in Case. No. 82CW116 (Water Division 1), entered on January 29, 1985, with an appropriation date of April 16, 1982. ii. Well LFH-1, as described below, was initially decreed in Case No. 81CW403 (Water Division 1), entered on April 11, 1985, with an appropriation date of November 18, 1981. B. Existing Decreed Locations and Decreed Amounts: The water rights for Well Nos. LD-1 and LFH-1 have been previously decreed as follows: Well # Location Source Decreed Flow Rate Amount LD-1 SE ¼, NW ¼ of Sec. 15, T6S, R67W, 6th P.M., Lower 96 a.f./ 100 g.p.m. 2700 FSL and 2900 FEL Dawson year LFH-1 NE ¼, SW ¼ of Sec. 15, T6S, R67W, 6th P.M., Laramie- 162 a.f./ 125 g.p.m. 2500 feet FSL and 2500 FWL Fox year Hills C. Decreed Uses: Well Nos. LD-1 and LFH-1 both have been decreed for municipal purposes including domestic, agricultural, commercial, industrial, irrigation, stock water, recreation and fire protection within the South Platte River drainage, including the right of succession of uses until such water is entirely consumed. D. Alternate Points of Diversion: Pursuant to the Decree in Case No. 82CW116 (Water Division 1), Well No. LD-1 may be used as an alternate point of diversion for Well Nos. LD-4, LD-5, LD-6, LD-7, and LD-8. Similarly, Well Nos. LD-4, LD-5, LD-6, LD-7, and LD-8 may be used as alternate points of diversion for the water decreed to Well No. LD-1. Nothing in this Application seeks to change those provisions. E. Well Permits: The well permits initially issued for Well Nos. LD-1 and LFH-1 have expired. Applicant will apply to the State Engineer for new well permits prior to constructing Wells LD-1, LD-1(A) and LFH- 1, and LFH-1(A) at or within 200 feet of their locations herein decreed. 4. New Locations Requested: Applicant seeks to change the decreed location and add an alternate point of diversion for each well to the following (as shown approximately on Exhibits A and B to the Application, on file with the Water Clerk): a. Well No. LD-1: SE ¼, NW 1/4 of Sec. 15, T6S, R67W, 6th P.M., 1937 FNL and 1545 FWL of Sec. 15. b. Well No. LD-1(A): NE ¼, SW ¼ of Sec. 15, T6S, R67W, 6th P.M., 2151 FSL and 1946 FWL of Sec. 15. c. Well No. LFH-1: NE ¼, SW ¼ of Sec. 15, T6S, R67W, 6th P.M., 2151 FSL and 1996 FWL of Sec. 15. d. Well No. LFH- 1(A): SE ¼, NW ¼ of Sec. 15, T6S, R67W, 6th P.M., 1937 FNL and 1595 FWL of Section 15. 5. Alternate Points of Diversion: Well No. LD-1(A) will operate as an alternate point of diversion for Well No. LD-1. Well No. LFH-1(A) will operate as an alternate point of diversion for Well No. LFH-1. Well Nos. LD-1 and LD-1(A) also may operate as alternate points of diversion for Well Nos. LD-4 through LD-8 to the extent previously decreed in Case No. 82CW116. 6. In this Application, Applicant requests no change to the annual amounts previously decreed for Wells LD-1 and LFH-1 in Case Nos. 82CW116 and 81CW403, respectively, as set forth above. 7. The

December 2004 Resume Page 5 of 185 waters produced by Wells LD-1 and LFH-1 described herein were decreed in Case Nos. 82CW116 and 81CW403 to be utilized for a single water system to be constructed over several years, with the period of time during which the system will be constructed on the subject property to be controlled by the rate at which residential, commercial, and/or industrial uses of the water may be required. Applicant seeks confirmation that any additional or alternate locations decreed for Well Nos. LD-1 and LFH-1 may be similarly utilized. 8. The water available under the rights previously decreed to the wells described herein may be withdrawn at the new and alternate locations described herein, and through such additional wells as may be required in order to maintain the decreed annual appropriation. For Well No. LD-1, the water also may be withdrawn through alternate points of diversion to the extent previously decreed in Case No. 82CW116. 9. Any well drilled within 200 feet of the decreed location will be deemed to be constructed at the decreed well location pursuant to the permit and the decree entered herein. 10. In addition to the wells described above, Applicant or its successor may construct additional and replacement wells for Wells LD-1, LD-1(A), LFH-1 and LFH-1(A) in conformance with C.R.S. § 37-90-137(10) and Statewide Nontributary Rule 12, 2 C.C.R. 402-7, in order to maintain levels of production, to meet municipal water supply system demands, or to recover the entire amount of Lower Dawson and Laramie-Fox Hills aquifer water decreed to the described wells. Applicant will apply to the State Engineer for permits for such wells, and will apply to the Water Court for an appropriate decree for any additional wells.

04CW307 BRENDA C. GALLAGHER and IVAN W. ORKIN, P.O. Box 428, Watkins, CO 80137 (720-870-1777). APPLICATION FOR UNDERGROUND WATER RIGHT, IN ARAPAHOE COUNTY. 2. Name of well: Well 053282-F Div 1, WD 1, Des Basin MD. 3. Legal description of well: NW ¼, SE ¼ of Section 28, T4S, R64W of 6th PM, in Arapahoe County. Distance from section lines: 1542.52 ft. from S and 2127.88 ft from E. Street address: 2460 South Ulm St., Watkins, CO 80137. 4.A. Source: Upper Arapahoe Conglomerate. B. Depth: 1023 ft. 5.A. Date of appropriation: 02/10/00. B. How appropriation was initiated: Issuance of well permit, Office of State Engineer, CO Division of Water Resources. C. Date water applied to beneficial use: 07/29/01. 6. Amount claimed: fifteen (15) gpm, ABSOLUTE. 7. If well is non- tributary: A. Name of aquifer: Upper Arapahoe Conglomerate. B. Amount claimed in acre feet annually: four point seven (4.7) a/f. 8. Proposed use: A. If irrigation: (1) Number of acres historically irrigated: one (1) acre since July 29, 2001. (2) Total number of acres proposed to be irrigated: one (1) acre, lawn and garden. (3) The legal description of the land irrigated: one (1) acre in the S/2, N/2, SE/4 of Section 28, T4S, R64W of the 6th PM, Arapahoe County, CO. (4) Area of lawns and gardens irrigated: one (1) acre, aggregate. B. If non-irrigation, describe purpose: Domestic, lawn and garden irrigation, and commercial greenhouse and livestock watering. 9. Name and address of owners(s): Applicants.

04CW308 CASTLE PINES METROPOLITAN DISTRICT, 5880 Country Club Drive, Castle Rock, CO 80108, c/o Stephen H. Leonhardt, Scott A. Clark, Burns, Figa & Will, P.C., 6400 S. Fiddlers Green Circle, Suite 1030, Englewood, CO 80111, ph: 303-796-2626, CASTLE PINES NORTH METROPOLITAN DISTRICT, 7404 Yorkshire Drive, Castle Rock, CO 80108, John M. Dingess, Austin Hamre, Duncan, Ostrander & Dingess, P.C., 4600 South Ulster Street, Suite 1111, Denver, CO 80237, ph: 303-779-0200; APPLICATION FOR CONDITIONAL WATER STORAGE RIGHTS AND APPROPRIATIVE RIGHTS OF EXCHANGE, IN DOUGLAS AND JEFFERSON COUNTIES. II. Synopsis: Applicants seek conditional water rights for diversion and storage of surface water in Chatfield Reservoir. Applicants also seek to confirm appropriative rights of exchange that will allow them to exchange any water they store in Chatfield Reservoir to points of diversion on East Plum Creek. Applicants are metropolitan districts that own and maintain water service facilities to provide

December 2004 Resume Page 6 of 185 water service to the inhabitants of their service areas. Water diverted and stored pursuant to the requested rights will be used by and for the benefit of the Applicants and those they serve. Water diverted and stored pursuant to the requested rights may also be used pursuant to trade, exchange, or similar agreements with other supply entities. The boundaries of the Applicant Districts are depicted on the map attached to the Application as Exhibit 1. III. Name and Legal Description of Structures: A. Well No. G-1: In the SE ¼, SW ¼, Section 21, T. 7 S., R. 67 W., 6th P.M., 565 feet from S. Section Line, 1911 feet from W. Section Line, Douglas County, Colorado. B. Well No. G-2: In the SE ¼, SW ¼, Section 21, T. 7 S., R.67 W., 6th P.M., 465 feet from S. Section Line, 2183 feet from W. Section Line, Douglas County, Colorado. C. Well No. G-4: Located in the SE ¼, SW ¼, Section 21, T. 7 S., R. 67 W., 6th P.M., 90 feet from the S. Section Line, 1,480 feet from W. Section Line, Douglas County, Colorado. D. Well No. G-5: Located in the SW ¼, SW ¼, Section 21, T. 7 S., R. 67 W., 6th P.M., 450 feet from S. Section Line, 1,120 feet from W. Section Line, Douglas County, Colorado. E. Well No. G-6: Located in the SW ¼, SW ¼, Section 21, T. 7 S., R. 67 W., 6th P.M., 480 feet from S. Section Line, 790 feet from W. Section Line, Douglas County, Colorado. F. Well No. G-7: Located in the NE ¼, SW ¼, Section 20, T. 7 S., R. 67 W., 6th P.M., 2,370 feet from S. Section Line, 2,130 feet from W. Section Line, Douglas County, Colorado. G. Well No. G-8: Located in the NE ¼, SW ¼, Section 20, T. 7 S., R. 67 W., 6th P.M., 2,300 feet from S. Section Line, 1,790 feet from W. Section Line, Douglas County, Colorado. H. Castle Pines Diversion Point S-1: Located in the SE ¼, SW ¼, Section 21, T. 7 S., R. 67 W., 6th P.M., 20 feet from S. Section Line, 1,530 feet from W. Section Line, Douglas County, Colorado. I. Castle Pines Diversion Point S-2: Located in the NE ¼, SW ¼, Section 20, T. 7 S., R. 67 W., 6th P.M., 2,540 feet from S. Section Line, 2,590 feet from W. Section Line, Douglas County, Colorado. J. Plum Creek Reservoir: Located in the N ½, SW ¼, the SE ¼, SW ¼, and the W ½, W ½, SE ¼, Section 20, T. 7 S., R. 67 W., 6th P.M., Douglas County, Colorado. K. Plum Creek Reservoir Outlet: Located in the NW ¼, SW ¼, Section 20, T. 7 S., R. 67 W., 6th P.M., 2,500 feet from S. Section Line, 500 feet from W. Section Line, Douglas County, Colorado. L. Chatfield Reservoir: The reservoir is located in parts of Sections 1, 11, 12, and 14 of T. 6 S., R. 69 W. of the 6th P.M. and parts of Sections 6 and 7 of T. 6 S., R. 68 W. of the 6th P.M., in Douglas and Jefferson Counties. The point of diversion is considered to be in the NW ¼, SE ¼, Section 1, T. 6 S., R. 69 W. of the 6th P.M. in Douglas County, at a point 1,630 feet from E. line, and 2,520 feet from S. line of said Section 1, being the point at which the dam of Chatfield Reservoir intersects the former channel of the South Platte River. IV. Claim for Conditional Storage Rights: A. Place of Storage: Chatfield Reservoir. B. Amount: 1. Active capacity: 1,000 acre feet, with right to fill and successively refill. 2. Dead storage: Zero. C. Points of diversion: Chatfield Reservoir. D. Rate of fill: Flow of the river. E. Dam height: 147 feet. F. Dam length: 13,136 feet. G. Surface area at high water line: 4,822 acres. H. Total reservoir capacity: 355,000 acre feet. I. Source: The South Platte River and tributaries thereto upstream of the point of diversion. V. Claim for Conditional Appropriative Rights of Exchange: A. “Exchange-From” Points – substitute supplies will be released from the following Exchange- From Points and diverted by exchange at the Exchange-To Points set forth below: 1. Chatfield Reservoir. 2. Plum Creek Reservoir Outlet. B. Exchange-To Points and maximum rate of diversion by exchange: 1. Well No. G-1: 2,000 gpm, 2. Well No. G-2: 2,000 gpm, 3. Well No. G- 4: 1,000 gpm, 4. Well No. G-5: 1,000 gpm, 5. Well No. G-6: 1,000 gpm, 6.Well No. G-7: 1,000 gpm, 7. Well No. G-8: 1,000 gpm, 8. Castle Pines Diversion Point S-1: 40 cfs, 9. Castle Pines Diversion Point S-2: 40 cfs. C. Places of Storage Following Exchange: Following exchange, the water diverted pursuant to the appropriations described in this application may be stored in Plum Creek Reservoir, for which a conditional right of storage is being sought in Case No. 04CW292, and in the Denver Basin aquifers underlying the Applicant Districts. The Districts’ boundaries are depicted on Exhibit 1. The underground storage of other water owned or controlled by Applicants in these aquifers has been or is being decreed in Case Nos. 96CW174, 02CW297, and

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04CW153. The storage in and withdrawal from Denver Basin aquifers of water diverted pursuant to appropriations confirmed by this application will be subject to terms and conditions comparable to those contained in the Applicants’ existing decrees for such aquifer storage. D. Source of substitute supply: 1. Chatfield Reservoir: The Applicants’ water released at the Chatfield Reservoir Exchange-From Point will be any water stored by Applicants in Chatfield Reservoir. Those substitute supplies will include water attributable to the exercise of rights to withdraw and use nontributary and not-nontributary Denver Basin aquifer groundwater underlying their boundaries, water diverted from East Plum Creek pursuant to the priorities decreed in Case Nos. 85CW479 and 04CW292, as well as water diverted and/or stored pursuant to the appropriations confirmed herein. 2. Plum Creek Reservoir Outlet: The Applicants’ water released at the Plum Creek Reservoir Outlet Exchange-From Point will include any water exchanged into Plum Creek Reservoir from Chatfield Reservoir. VI. Appropriation Information: A. Date of Appropriation: November 9, 2004, for all of the conditional rights and exchanges identified above. B. How Appropriation Was Initiated: By the overt acts of: 1. Performing preliminary technical and engineering analyses of the unappropriated water available for diversion by the rights claimed in this application and related issues; 2. Analyses and determinations by the Applicants that the water developed by these appropriations is needed for the reasonable anticipated development within the boundaries of each; 3. The approval of Resolutions on October 21, 2004 and November 9, 2004 by the Boards of Directors of the Districts, stating their intent to appropriate the above-described water rights and authorizing the initiation and prosecution of the necessary legal proceedings to confirm such appropriations; 4. The posting of signs and preliminary location activities upon the land commencing on November 9, 2004; and 5. Applicants’ developing and filing this application. C. Date Water Applied to Beneficial Use: Not applicable; the water rights claimed herein are conditional. VII. Uses: Water derived from any and all of the rights claimed herein will be used by the Applicants for municipal and domestic purposes including, but not limited to: fire protection; irrigation of lawns, gardens, parks, golf courses and private and municipal facilities; domestic, municipal, agricultural, sanitary, commercial, manufacturing, mechanical and industrial uses; recreational purposes; creation and maintenance of wetlands; stock watering; fish and wildlife propagation; dust suppression; revegetation; storage and maintenance of storage reserves; reservoir evaporation replacement; augmentation, exchange and replacement purposes; for use, reuse, successive uses, disposition following initial use, and use to extinction. VIII. Places of Use: The water derived from the above-described rights will be used within the Applicants’ service areas as those areas may exist from time to time, and in any area capable of being served by these diversion and storage points by use pursuant to trade, exchange and other agreements with other water supply entities. Applicants’ current boundaries are depicted on Exhibit 1. IX. Names and Addresses of Owners of Land on Which Structures Will be Located: A. Plum Creek Wastewater Authority, 5880 Country Club Drive, Castle Rock, CO 80108, owns the land on which the following structures are or will be located: G-1, G-2, G-7, G-8, S-2, Plum Creek Reservoir and its outlet. B. Douglas County Board of Commissioners, 100 Third Street, Castle Rock, CO 80104, owns the land on which the following structures are or will be located: G-4, G-5, G-6 and S-1. C. Chatfield Reservoir is owned by the U.S. Army, Corps of Engineers, 9307 S. Wadsworth Blvd., Littleton, CO 80128. X. Remarks: A. Prior to constructing the points of diversion and storage identified in Paragraph V.B, above, Applicants will acquire a sufficient property interest in the land on which such structures will be located. Prior to storing water in Chatfield Reservoir, Applicants will obtain the right to do so from the appropriate agencies. B. Wells G-1 and G-2 were decreed in Case No. 85CW479 as being within such proximity of the stream as to cause instantaneous stream depletions upon pumping, and are to be administered as surface headgates. Wells G-4 through G-8 also will be located within such proximity as to cause similarly instantaneous stream depletions, and Applicants claim the right to have these wells administered

December 2004 Resume Page 8 of 185 as surface headgates. Because these wells will be operated in priority or pursuant to the exchanges described herein, no plan for augmentation is necessary. C. In addition to water diverted and/or stored pursuant to the appropriations described herein, the water stored in Chatfield Reservoir will include the recapture of reusable return flows released upstream at the Plum Creek Wastewater Authority (“PCWA”) Outfall: Located in the SW ¼, SW ¼, Section 21, T. 7 S., R. 67 W., 6th P.M. and any outdoor use return flows that may be captured in Chatfield Reservoir. Applicant’s recapture of outdoor use return flows will be in accordance with the decree in Case No. 85CW479. D. The Applicant Districts own and operate integrated systems for the diversion, treatment, distribution and use of water. The water rights described in this application comprise a portion of a single, integrated project that is a component of the integrated systems of the Applicant Districts. Diligence on any portion of these Districts’ systems shall constitute effort toward diligent completion of the integrated project described herein. XI. Prayers for Relief: A. Applicants request this Court enter a decree confirming the appropriations of water rights made by Applicants as described above. B. Applicants further request this Court grant such additional relief as it deems necessary and appropriate to further the purposes of the rights requested herein. (9 pages)

04CW309 SOUTH METRO WATER SUPPLY AUTHORITY, 62 W. Plaza Dr., Highlands Ranch, CO 80129, c/o Mary Mead Hammond, Carlson Hammond & Paddock, L.L.C., 1700 Lincoln St., Suite 3900, Denver, CO 80203-4539, (303) 861-9000. APPLICATION FOR CONDITIONAL DIRECT FLOW AND STORAGE RIGHTS (SURFACE) IN ARAPAHOE, DENVER, DOUGLAS, PARK, AND JEFFERSON COUNTIES. 2. Direct Flow Right: 2.1 Name: South Metro Direct Flow Diversion; 2.2 Legal Description of each Point of Diversion: 2.2.1 At Conduit 26 (Strontia Springs Intake): An existing diversion on the South Platte River in the NW¼ of Sec. 21, T7S, R69W of the 6th P.M., with the right abutment of the diversion dam located at a point whence the NE corner of Sec. 21, T7S, R69W of the 6th P.M. bears N78E33'50_E 4480.12 ft., Douglas and Jefferson Counties, CO. 2.2.2 At the Highline Canal: An existing headgate located on the south bank of the South Platte River at a point whence the SE corner of Sec. 33, T6S, R69W of the 6th P.M. bears S37E51'E 2,242 ft., Douglas County, CO. 2.2.3 At the Chatfield Reservoir Outlet Manifold to the City Ditch: The Chatfield Reservoir Outlet Manifold intersects the centerline of the Chatfield Dam at a point whence the SW corner of Sec. 1, T6S, R69W of the 6th P.M., bears N 49E W a distance of 4070 ft., Jefferson County, CO. 2.2.4 At the Chatfield Reservoir Outlet Manifold to the Nevada Ditch: The Chatfield Reservoir Outlet Manifold intersects the centerline of the Chatfield Dam at a point whence the SW corner of Sec. 1, T6S, R69W of the 6th P.M., bears N 49E W a distance of 4070 ft., Jefferson County, CO. 2.2.5 At the Chatfield Reservoir Outlet Manifold to the Last Chance Ditch No. 2: The Chatfield Reservoir Outlet Manifold intersects the centerline of the Chatfield Dam at a point whence the SW corner of Sec. 1, T6S, R69W of the 6th P.M., bears N 49E W a distance of 4070 ft., Jefferson County, CO. 2.2.6 At Conduit 20: A point on the SW bank of the South Platte River, from which the N¼ corner of Sec. 5, T7S, R69W of the 6th P.M., bears N17E20'21_W, a distance of 3056.9 ft., Jefferson County, CO. 2.2.7 At the Centennial South Platte Alluvial Well Field No. 2, a/k/a the “Ensor” Well Field: Six wells, whose depths range, or are estimated to range, from 45 ft. to 55 ft., constructed or to be constructed in the South Platte River alluvium downstream from Chatfield Reservoir within 200 feet of the following locations in the E½ of Sec. 31, T5S, R68W of the 6th P.M., Arapahoe County, CO. 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

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SP-12 2580 550 SP-13 2180 150 SP-14 3930 50 2.2.8 At Chatfield Reservoir Pump Station: A pump station to be constructed in or near the bed of the South Platte River in the NE¼ of Sec. 1, T6S, R69W, Jefferson County, CO, or the NW¼ of Sec. 6, T6S, R68W of the 6th P.M., Douglas County, CO. 2.2.9 At the Kassler Pump Station: A pump station located on the north bank of the South Platte River at a point from which the NE corner of the NW¼ of Sec. 34, T6S, R69W of the 6th P.M. bears N15E17'E 2,867 ft., Jefferson County, CO. 2.3 Source: South Platte River and its tributaries. 2.4 Appropriation. Date of initiation of appropriation: Nov. 30, 1999. How initiated: By formation of the South Metro Water Supply Study Board to study and pursue the use of surface water supplies in a conjunctive use project for water demands through 2050. Date water applied to beneficial use: N/A (conditional right). 2.5 Amount Claimed: 500 c.f.s. CONDITIONAL, total, through any combination of the diversion structures described in ¶ 2.2, above. 2.6 Use: Municipal use within the areas served by the members of the South Metro Water Supply Authority, including, without limitation, domestic, industrial, commercial, irrigation, firefighting, recreational, aesthetic, fish and wildlife, maintenance of storage reserves and all other uses of water associated with operation and maintenance of a municipal water supply system; augmentation and replacement; and including use, successive use, and reuse to extinction. 3. Storage Right: 3.1 Name: South Metro Storage Right. 3.2 Legal description of locations of storage: 3.2.1 Chatfield Reservoir: Chatfield Reservoir is formed by Chatfield Dam, an existing structure located on the mainstem of the South Platte River. The right abutment is located in Douglas County, in Secs. 6 and 7, T6S, R68W of the 6th P.M.; the left abutment is located in Jefferson County, in Sec.1, T6S, R69W, of the 6th P.M. Surface area at high water line: Approximately 1,500 acres. Maximum height of dam: 147 ft. Length of dam: 13,365 ft. Active capacity: 233,747 a.f. (multi-purpose and flood control zones); dead storage: 28 a.f. Amount to be stored by Applicant in this structure: Up to 5,000 a.f. 3.2.2 Penley Reservoir: A reservoir to be located in most of Sec. 32 and in the E½ of Sec. 31, both in T7S, R68W of the 6th P.M., and in the N½ of Sec. 5, T8S, R68W of the 6th P.M., Douglas County, CO. Surface area at high water line: 269 acres. Maximum height of dam: 340 ft. Length of dam: 9,500 ft. Active capacity: 38,000 a.f.; dead storage: 2,000 a.f. Amount to be stored by Applicant in this structure: Up to 40,000 a.f. 3.2.3 Reuter-Hess Reservoir and Reuter-Hess Reservoir First Enlargement: A reservoir to be located in Sec. 36 and the SE¼ of Sec. 25, both in T6S, R67W of the 6th P.M., and in Sec. 31 and the SW ¼ of Sec. 30, both in T6S, R66W of the 6th P.M., and in the N½ of Sec. 1, T7S, R67W of the 6th P.M., and in the NW¼ of Sec. 6, T7S, R66W of the 6th P.M., Douglas County, CO. Surface area at high water line: 470 acres. Maximum height of dam: 135 ft. Length of dam: 5,300 ft. Active capacity: 38,800 a.f. (with enlargement); dead storage: 1,200 a.f. Amount to be stored by Applicant in this structure: Up to 40,000 a.f. 3.2.4 Tarryall Reservoir and Tarryall Reservoir Enlargement: An existing reservoir located on Tarryall Creek, with the dam located in the NE¼ of the SE¼ of Sec. 36, T9S, R74W, Park County, CO. Surface area at high water line (existing dam): 165 acres. Maximum height of dam (existing dam): 70 ft. Length of dam (existing dam): 303 ft. Active capacity (existing dam) 2,617 a.f.; (enlargement) 28,000 a.f.; dead storage: 0. Amount to be stored by Applicant in this structure: Up to 28,000 a.f. 3.2.5 Centennial South Platte Reservoir: A reservoir under construction, located on approximately 220 acres in portions of the W½ and SE¼ of Sec. 31, T5S, R68W of the 6th P.M., Arapahoe County, CO, and in the E½ of the SE¼ and the SE¼ of the NE¼ of Sec. 36, T5S, R69W of the 6th P.M., Jefferson County, CO. Surface area at high water line: 150 acres. Maximum height of dam: 54 ft. Length of dam: 7,700 ft. Active capacity: 7,020 a.f.; dead storage: 0. Amount to be stored by Applicant in this structure: Up to 7,020 a.f. 3.2.6 McLellan Reservoir: An existing reservoir located on Dad Clark Gulch, a tributary of the South Platte River, in Secs. 32 and 33 of T5S, R68W and Secs. 4 and 5, T6S, R68W of the 6th P.M., Arapahoe and Douglas

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Counties, CO. Surface area at high water line: 180 acres. Maximum height of dam: 110 ft. Length of dam: 1,940 ft. Active capacity: 5,940 a.f.; dead storage: 10 a.f. Amount to be stored by Applicant in this structure: Up to 5,940 a.f. 3.2.7 Platte Canyon Reservoir: An existing reservoir located in the NW¼ of Sec. 35, T6S, R69W, Douglas County, CO. Surface area at high water line: 68.26 acres. Maximum height of dam: 40 feet. Length of dam: 3,000 feet. Active capacity: 910 a.f.; dead storage: 0. Amount to be stored by Applicant in this structure: Up to 910 a.f. 3.2.8 Titan ARS Reservoir: A reservoir to be located in the N½ of Sec. 19, T6S, R68W of the 6th P.M. in Douglas County, CO. Surface area at high water line: 87 acres. Maximum height of dam: 30 ft. Length of dam: 4,530 ft. Active capacity: 4,470 a.f.; dead storage: 0. Amount to be stored by Applicant in this structure: Up to 4,470 a.f. 3.2.9 Willow Creek Reservoir: A reservoir to be located in the W½ of Sec. 36, T6S, R69W of the 6th P.M., Douglas County, CO. Surface area at high water line: 144 acres. Maximum height of dam: 90 ft. Length of dam: 3,673 ft. Active capacity: 4,370 a.f.; dead storage: 0. Amount to be stored by Applicant in this structure: Up to 4,370 a.f. 3.2.10 Highlands Ranch Reservoir No. 6: A reservoir to be located in the SW¼ of Sec. 1, T7S, R68W of the 6th P.M., Douglas County, CO. Surface area at high water line: 150 acres. Maximum height of dam: 70 ft. Length of dam: 1,500 ft. Active capacity: 2,000 a.f.; dead storage: 350 a.f. Amount to be stored by Applicant in this structure: Up to 2,350 a.f. 3.2.11 Highlands Ranch Reservoir No. 7: A reservoir to be located in the SW¼ of Sec. 25 and the SE¼ of Sec. 26, T6S, R68W of the 6th P.M., Douglas County, CO. Surface area at high water line: 125 acres. Maximum height of dam: 75 ft. Length of dam: 1,175 ft. Active capacity: 1,900 a.f.; dead storage: 173 a.f. Amount to be stored by Applicant in this structure: Up to 2,073 a.f. 3.2.12 Highlands Ranch Reservoir No. 8: A reservoir to be located in the SW¼ of Sec. 25, the SE¼ of Sec. 26, the NE¼ of Sec. 35, and the NW¼ of Sec. 36, all in T6S, R68W of the 6th P.M., Douglas County, CO. Surface area at high water line: 250 acres. Maximum height of dam: 130 ft. Length of dam: 2,980 ft. Active capacity: 10,000 a.f.; dead storage: 400 a.f. Amount to be stored by Applicant in this structure: Up to 10,400 a.f. 3.2.13 Highlands Ranch Reservoir No. 10: A reservoir to be located in the S½ of Sec. 2, T7S, R68W of the 6th P.M., Douglas County, CO. Surface area at high water line: 265 acres. Maximum height of dam: 130 ft. Length of dam: 4,100 ft. Active capacity: 10,000 a.f.; dead storage: 530 a.f. Amount to be stored by Applicant in this structure: Up to 10,530 a.f. 3.2.14 Highlands Ranch Reservoir No. 11: A reservoir to be located in the S½ of Sec. 22 and N½ of Sec. 27, T6S, R68W of the 6th P.M., Douglas County, CO. Surface area at high water line: 112 acres. Maximum height of dam: 118 ft. Length of dam: 2,290 ft. Active capacity: 3,760 a.f.; dead storage: 240 a.f. Amount to be stored by Applicant in this structure: Up to 4,000 a.f. 3.2.15 Highlands Ranch Reservoir No. 12: A reservoir to be located in the NW¼ of Sec. 28 and the E½ of Sec. 29, T6S, R67W of the 6th P.M., Douglas County, CO. Surface area at high water line: 220 acres. Maximum height of dam: 100 ft. Length of dam: 1,500 ft. Active capacity: 4,000 a.f.; dead storage: 190 a.f. Amount to be stored by Applicant in this structure: Up to 4,190 a.f. 3.2.16 Denver Basin aquifers beneath the boundaries and areas served by the members of the Applicant. This area is set forth on Attachment A to this Application. Amount to be stored by Applicant in this structure: Up to 250,000 a.f. 3.3 Names, capacities and legal descriptions of ditches/pipelines to be used to fill off-channel reservoirs (e.g., Penley, Reuter- Hess, Centennial South Platte, McLellan, Platte Canyon Reservoir, Titan ARS Reservoir, Willow Creek Reservoir, Highlands Ranch Reservoirs No. 6, 7, 8, 10, 11, and 12): 3.3.1 Chatfield Reservoir Outlet Manifold (to City Ditch, Nevada Ditch, and Last Chance Ditch No. 2): 140 c.f.s.; see ¶ 2.2.3, above, for legal description. 3.3.2 Highline Canal: 600 c.f.s.; see ¶ 2.2.2, above, for legal description. 3.3.3 Conduit 20: 340 c.f.s.; see ¶ 2.2.6, above, for legal description. 3.3.4 Kassler Pump Station: 45 c.f.s.; see ¶ 2.2.9, above, for legal description. 3.3.5 Conduit 26: 1,100 c.f.s.; see ¶ 2.2.1, above, for legal description. 3.3.6 Conduit 8: 120 c.f.s.; located at a point whence the NW¼ of Sec. 5, T7S, R69W bears N28E33'E 2,556.6 ft. 3.4 Source: South Platte River and its tributaries. 3.5 Appropriation: Date of initiation of appropriation: Nov. 30, 1999.

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How initiated: By formation of the South Metro Water Supply Study Board to study and pursue the use of surface water supplies in a conjunctive use project for water demands through 2050. Date water applied to beneficial use: N/A (conditional). 3.6 Amount claimed: 250,000 a.f., CONDITIONAL, total, stored in any combination of the structures described in ¶ 3.2, above, with the right to fill and refill each storage structure. Rate of Diversion into storage (for off-channel storage locations): 500 c.f.s., through any combination of diversion structures. 3.7 Use: Municipal use within the areas served by the members of the South Metro Water Supply Authority, including, without limitation, domestic, industrial, commercial, irrigation, firefighting, recreational, aesthetic, fish and wildlife, maintenance of storage reserves and all other uses of water associated with operation and maintenance of a municipal water supply system; augmentation and replacement; and including use, successive use, and reuse to extinction. 4. Names and addresses of owners or reputed owners of lands or structures involved in this Application: 4.1 Chatfield Reservoir, Chatfield Reservoir Pump Station: United States of America, c/o Army Corps of Engineers, 9307 S. Wadsworth Blvd., Littleton, CO 80128. 4.2 Penley Reservoir: Ruth M. Penley, 3485 N. State Hwy. 67, Sedalia, CO 80135; Darrell G. Phippen and Jennifer M. Phippen, 3303 N. State Hwy. 67, Sedalia, CO 80135. 4.3 Reuter-Hess Reservoir: Parker Water and Sanitation Dist., 19801 E. Main St., Parker, CO 80138. 4.4 Tarryall Reservoir: Colo. Div. of Wildlife, 6060 Broadway, Denver, CO 80216. 4.5 Centennial South Platte Reservoir, Centennial South Platte Well Field No. 1: Centennial Water and Sanitation Dist., 62 W. Plaza Dr., Highlands Ranch, CO 80129. 4.6 McLellan Reservoir: City of Englewood, 1000 Englewood Parkway, Englewood, CO 80110. 4.7 Conduit 20, Conduit 26, Highline Canal, Conduit 8, Kassler Pump Station: City and County of Denver, acting by and through its Board of Water Commissioners, 1600 W. 12th Ave., Denver, CO 80204. 4.8 Nevada Ditch: Nevada Ditch Holding Company, c/o Denver Water, 1600 W. 12th Ave., Denver, CO 80204. 4.9 Last Chance Ditch No. 2: Last Chance Ditch Co. No. 2, c/o Denver Water, 1600 W. 12th Ave., Denver, CO 80204. 4.10 Titan ARS Reservoir: James Anttonen and Kim Haarberg, 8505 W. Mountain View Lane, Littleton, CO 80125. 4.11 Willow Creek Reservoir: Colo. State Board of Land Commissioners, 1313 Sherman St., Denver, CO 80203. 4.12 Highlands Ranch Reservoirs No. 6, 7, 8, 10, 11, 12: Sand Creek Cattle Co., 9135 S. Ridgeline Blvd., Highlands Ranch, CO 80129. 5. Remarks: 5.1 South Metro Water Supply Authority: The South Metro Water Supply Authority is an intergovernmental authority established pursuant to C.R.S. §29-1-204, currently comprising the following members: Arapahoe County Water and Wastewater Authority; Cottonwood Water and Sanitation Dist.; Centennial Water and Sanitation Dist.; Castle Pines North Metropolitan Dist.; Town of Castle Rock; East Cherry Creek Valley Water and Sanitation Dist.; Inverness Water and Sanitation Dist.; Meridian Water and Sanitation Dist.; Pinery Water and Sanitation Dist.; Roxborough Park Metropolitan Dist.; and Stonegate Village Metropolitan Dist. The establishing agreement contemplates and permits additional members to join the Authority. The Authority seeks to develop water supply and infrastructure cooperatively for the benefit of its members. Specifically, the Authority is developing surface water supplies for conjunctive use with Denver Basin and other ground water supplies in order to enlarge these supplies to meet the demands of increasing population through 2050, as well as to enhance the reliability and sustainability of existing supplies. 5.2 Use of existing structures. Applicant acknowledges that it must obtain permission of the owners to use existing structures described herein for diversion, carriage and/or storage of water. Applicant has initiated negotiations with the City and County of Denver acting by and through its Board of Water Works for use of structures owned by Denver, and its members are participating in discussions with the United States regarding allocation of storage capacity in Chatfield Reservoir. Applicant anticipates further negotiations with the owners of other structures involved in this application. Applicant acknowledges that no water right that may be adjudicated pursuant to this Application will confer any right to use structures owned by others. (13 pages plus one 2-page exhibit)

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04CW310 CITY AND COUNTY OF BROOMFIELD, a county and Colorado municipal corporation (c/o Harvey W. Curtis, Esq., 1675 Larimer St., Ste. 715, Denver CO 80202, Telephone: (303) 292-1144. APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE AND FOR CONDITIONAL WATER RIGHTS, IN THE COUNTIES OF ADAMS, BROOMFIELD, BOULDER, AND WELD. 2. APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE 2.a. Name of structure: Exchange Reach No. 1, South Platte - Big Dry Creek Exchanges. 2.a.1)Location of Exchange Reach No. 1: By a decree entered on February 20, 2003 in Case No. 98CW436, Broomfield can divert by exchange 10 c.f.s. of water, conditional, at the diversion points (“exchange-to points”) described in paragraphs 2.a.1)(b)(i) and 2.a.1)(b)(ii), below, for direct use and/or for storage for subsequent use, based upon the introduction at the point (“exchange-from point”) described in paragraph 2.a.1)(a), below, of substitute water supplies described in paragraph 2.a.1)(c), below. Under this new Application, the City and County of Broomfield will make substitute supplies available from the sources listed in paragraph 2.a.1)(c), below, at the exchange-from point identified in paragraph 2.a.1)(a) below, and divert up to 21 cfs of water at the exchange-to points identified in paragraphs 2.a.1)(b)(i) and 2.a.1)(b)(ii), below, and divert up to 31 cfs of water at the exchange-to point identified in paragraph 2.a.1)(b)(iii), below. The 21 cfs being appropriated by exchange at the points described in paragraphs 2.a.1)(b)(i) and 2.a.1)(b)(ii), below, is in addition to the 10.0 cfs, conditional, decreed with an appropriation date of October 7, 1998 by the decree in Case No. 98CW436. 2.a.1)(a) Downstream terminus of Exchange Reach No. 1: The confluence of Big Dry Creek and the South Platte River is located at a point commencing at the Northwest Corner of Section 7, Township 1 North, Range 66 West of the Sixth Principal Meridian, County of Weld, State of Colorado, whence the West one-quarter corner of said Section 7 bears South 00 degrees 00 minutes 00 seconds East a distance of 2,639.16 feet, said line forming the basis of bearings for this description, thence South 72 degrees 54 minutes39 seconds East, a distance of 660.98 feet to the Confluence of Big Dry Creek and the South Platte River, whence said West one-quarter corner bears South 14 degrees 29minutes 20 seconds West, a distance of 2,525.23 feet. The GPS location has been determined by a GPS handheld device to be: Easting: 514747, Northing: 4435583, Lat: 40 deg 04 min 20 sec, Long: 104 deg 49 min 37 sec. Said point is platted on Exhibit A, attached hereto. 2.a.1)(b) Upstream Exchange-to Points in Exchange Reach No. 1: 2.a.1)(b)(i) Broomfield Discharge Diversion Point. Located at the Broomfield Wastewater Treatment Facility in the City and County of Broomfield, Colorado, commencing at the center of Section 32, Township 1 South, Range 68 West of the Sixth Principal Meridian, whence the East one-quarter corner of said Section 32 bears South 89 degrees 46 minutes 32 seconds East a distance of 2,646.68 feet, said line forming the basis of bearings for this description, thence South 69 degrees 09 minutes 23 seconds East, a distance of 1,006.42 feet to the Broomfield Discharge Diversion Point, whence said East one- quarter corner bears North 78 degrees 28 minutes 47 seconds East, a distance of 1,741.17 feet. The GPS location has been determined by a GPS handheld device to be: Easting: 498202, Northing: 4418700, Lat: 39 deg 55 min 13 sec, Long: 105 deg 01 min 16 sec. 2.a.1)(b)(ii) Broomfield Big Dry Creek Diversion Point. Located on Big Dry Creek in Adams County, Colorado, commencing at the Center of Section 32, Township 1 South, Range 68 West of the Sixth Principal Meridian, whence the East one-quarter corner of said Section 32 bears South 89 degrees 46 minutes 32 seconds East a distance of 2,646.68 feet, said line forming the basis of bearings for this description, thence South 70 degrees 46 minutes 39 seconds East, a distance of 1,020.11 feet to the Broomfield Big Dry Creek Diversion Point, whence said East one-quarter corner bears North 79 degrees 03 minutes 25 seconds East, a distance of 1,714.60 feet. The GPS location has been determined by a GPS handheld device to be: Easting: 498210, Northing: 4418702, Lat: 39 deg 55 min 13 sec, Long: 105 deg 01 min 15 sec. 2.a.1)(b)(iii) Bull Canal

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Diversion Point. Located on Big Dry Creek in the Northwest Quarter of the Southeast Quarter of Section 28, Township 1 South, Range 68 West of the Sixth Principal Meridian, Adams County, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 499786, Northing: 4420044, Lat: 39 deg 55 min 57 sec, Long: 105 deg 00 min 09 sec. 2.a.1)(b)(iv) Said points are platted on Exhibit A, attached hereto. 2.a.1)(c) Source of substitute supply: Decreed water rights available for exchange upon which all required returns, if any, have been paid; decreed consumptive use water, effluent and/or other sources of replacement water approved by the Division Engineer. 2.a.1)(d) Date of initiation of appropriation: November 15, 2004 is the date of initiation of appropriation for the 21 cfs, conditional, claimed in this Application for the South Platte-Big Dry Creek Exchanges from the exchange-from point described in paragraph 2.a.1)(a), above, to the exchange-to points described in paragraphs 2.a.1)(b)(i) and 2.a.1)(b)(ii), above, and for the 31 cfs claimed herein for the South Platte-Big Dry Creek Exchanges from the exchange-from point described in paragraph 2.a.1)(a), above, and the exchange-to point described in paragraph 2.a.1)(b)(iii), above. 2.a.1)(e) Amount claimed: Applicant seeks 21 cfs for the South Platte-Big Dry Creek Exchanges to be diverted at the exchange-to points described in paragraphs 2.a.1)(b)(i) and 2.a.1)(b)(ii), above, in addition to the 10 cfs decreed in Case No. 98CW436. Applicant seeks 31 cfs for the South Platte-Big Dry Creek Exchange to be diverted at the exchange-to point described in paragraph 2.a.1)(b)(iii). Applicant proposes that, at times, the exchange decreed for Exchange Reach No. 1 will be operated in conjunction with: (A) the exchanges decreed in Case No. 98CW436; (B) the exchanges decreed herein for Exchange Reach No. 2; and (C) the exchanges decreed herein for Exchange Reach No. 3. 2.a.1)(f) Uses or proposed uses: All municipal purposes, including irrigation, lake level maintenance, domestic, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes. The water will also be used for exchange, for replacement, and for augmentation purposes. Applicant asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise, to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.a.1)(g) Places of use: The place of use for the water claimed for the appropriative rights of exchange applied for herein shall be any place served in the present or the future by the City and County of Broomfield’s treated water, reuse water, and/or raw water systems. 2.a.1)(h) Ownership: The Broomfield Discharge Diversion Point is owned by Applicant, the City and County of Broomfield. The Broomfield Big Dry Creek Diversion Point is owned by the City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80030. Applicant’s understanding is that the Bull Canal diversion point is owned by The Farmers Reservoir & Irrigation Company, 80 South 27th Avenue, Brighton, Colorado 80601-2602. 2.b. Name of structure: Exchange Reach No. 2, South Platte River Exchanges. 2.b.1) Location of Exchange Reach No. 2: Exchange Reach No. 2 extends from the confluence of the St. Vrain River and the South Platte River, described in paragraph 2.b.1)(a), below, up the South Platte River to the headgate of the Brighton Ditch on the South Platte River, described in paragraph 2.b.1)(b), below, and all points along the South Platte between the St. Vrain-South Platte River confluence and the headgate of the Brighton Ditch, including, but not limited to, the following points: (A) the confluence of Little Dry Creek and the South Platte River, located in the Southeast Quarter of the Northeast Quarter of Section 12, Township 2 North, Range 67 West of the Sixth Principal Meridian, in Weld County, Colorado, and (B) the confluence of Big Dry Creek and the South Platte River, described in paragraph 2.a.1)(a), above. Under the exchanges, Broomfield will divert by exchange up to 31 cfs of water at any point in Exchange Reach No. 2 at or above the point described in paragraph 2.b.1)(a), below. Substitute supplies will be made available from the sources described in paragraph 2.b.1)(c), below, above the calling right when this exchange is operated. 2.b.1)(a) Downstream terminus of Exchange Reach No. 2: The confluence of St. Vrain River and the South Platte River is located in the Southwest Quarter of the Northeast

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Quarter of Section 34, Township 4 North, Range 67 West of the Sixth Principal Meridian, Weld County, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 510781, Northing: 4457530, Lat: 40 deg 16 min 12 sec, Long: 104 deg 52 min 24 sec. Said point is platted on Exhibit A, attached hereto. 2.b.1)(b) Upstream terminus of Exchange Reach No. 2: The headgate of the Brighton Ditch, located on the South Platte River in the Southeast Quarter of the Southeast Quarter of Section 11, Township 1 South, Range 67 West of the Sixth Principal Meridian in Adams County, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 512762, Northing: 4424686, Lat: 39 deg 58 min 27 sec, Long: 104 deg 51 min 02 sec. Said point is platted on Exhibit A, attached hereto. 2.b.1)(c) Source of substitute supply: Decreed water rights available for exchange upon which all required returns, if any, have been paid; decreed consumptive use water, effluent and/or other sources of replacement water approved by the Division Engineer. 2.b.1)(d) Date of initiation of appropriation: November 15, 2004 is the date of initiation of appropriation for the amount of 31 cfs, conditional, claimed in this Application for the South Platte River Exchanges and for Exchange Reach No. 2. 2.b.1)(e) Amount claimed: Applicant seeks 31 cfs for Exchange Reach No. 2. Applicant proposes that, at times, the exchange decreed for Exchange Reach No. 2 will be operated in conjunction with: (A) The exchanges decreed in Case No. 98CW436; (B) the exchanges decreed herein for Exchange Reach No. 1; and (C) the exchanges decreed herein for Exchange Reach No. 3. 2.b.1)(f) Uses or proposed uses: All municipal purposes, including irrigation, lake level maintenance, domestic, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes. The water will also be used for exchange, for replacement, and for augmentation purposes. Applicant asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise, to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.b.1)(g) Places of use: The place of use for the appropriative rights of exchange applied for herein for Exchange Reach No. 2 shall be any place served in the present or the future by the City and County of Broomfield’s treated water, reuse water, and/or raw water systems. 2.b.1)(h) Ownership: The headgate of the Brighton Ditch is owned by Brighton Ditch Company, c/o Don Rosenbrock, 3286 Weld County Road 23, Ft. Lupton, Colorado 80621. 2.c. Name of structure: Exchange Reach No. 3, St. Vrain River - Boulder Creek Exchanges. 2.c.1) Location of Exchange Reach No. 3: Exchange Reach No. 3 extends from the confluence of the St. Vrain River and the South Platte River, described in paragraph 2.c.1)(a), below, up the St. Vrain River to Boulder Creek, and up Boulder Creek to the headgate of the Lower Boulder Ditch on Boulder Creek, described in paragraph 2.c.1)(b), below, and all points along the St. Vrain River and Boulder Creek between said points. Under the exchanges, Broomfield will divert by exchange up to 31 cfs of water at any point in Exchange Reach No. 3 at or above the point described in paragraph 2.c.1)(a), below. Substitute supplies will be made available from the sources described in paragraph 2.c.1)(c), below, above the calling water right when the exchange is operated. 2.c.1)(a) Downstream terminus of Exchange Reach No. 3: The confluence of the St. Vrain River and the South Platte River, located in the Southwest Quarter of the Northeast Quarter of Section 34, Township 4 North, Range 67 West of the Sixth Principal Meridian, Weld County, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 510781, Northing: 4457530, Lat: 40 deg 16 min 12 sec, Long: 104 deg 52 min 24 sec. Said point is platted on Exhibit A, attached hereto. 2.c.1)(b) Upstream terminus of Exchange Reach No. 3: The headgate of the Lower Boulder Ditch, located on South bank of Boulder Creek at a point in the Southwest quarter of the Southwest Quarter of section 16, Township 1 North, Range 69 West, Sixth Principal Meridian, Boulder County, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 488905, Northing: 4432832, Lat: 40 deg 02 min 15 sec, Long: 105 deg 07 min 48 sec. Said point is platted on Exhibit A, attached hereto. 2.c.1)(c) Source of substitute supply: Decreed water

December 2004 Resume Page 15 of 185 rights available for exchange upon which all required returns, if any, have been paid; decreed consumptive use water, effluent and/or other sources of replacement water approved by the Division Engineer. 2.c.1)(d) Date of initiation of appropriation: November 15, 2004 is the date of initiation of appropriation for the amount of 31 cfs, conditional, claimed in this Application for Exchange Reach No. 3. 2.c.1)(e) Amount claimed: Applicant seeks 31 cfs for Exchange Reach No. 3. Applicant proposes that, at times, the exchange decreed for Exchange Reach No. 3 will be operated in conjunction with: (A) The exchanges decreed in Case No. 98CW436; (B) the exchanges decreed herein for Exchange Reach No. 1; and (C) the exchanges decreed herein for Exchange Reach No. 2. 2.c.1)(f) Uses or proposed uses: All municipal purposes, including irrigation, lake level maintenance, domestic, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes. The water will also be used for exchange, for replacement, and for augmentation purposes. Applicant asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise, to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.c.1)(g) Places of use: The place of use for the appropriative rights of exchange applied for herein for the St. Vrain River-Boulder Creek Exchanges and for Exchange Reach No. 3 shall be any place served in the present or the future by the City and County of Broomfield’s treated water, reuse water, and/or raw water systems. 2.c.1)(h) Ownership: The headgate of the Lower Boulder Ditch is owned by New Consolidated Lower Boulder Reservoir and Ditch Company, c/o David Yardley, 3838 Florentine Circle, Longmont, Colorado 80503. 3. DESCRIPTION OF CONDITIONAL DIRECT FLOW WATER RIGHTS: 3.a. Name of Structure: Broomfield Discharge Diversion Point Enlargement. 3.a.1) Legal description of point of diversion: Commencing at the center of Section 32, Township 1 South, Range 68 West of the Sixth Principal Meridian, whence the East one-quarter corner of said Section 32 bears South 89 degrees 46 minutes 32 seconds East a distance of 2,646.68 feet, said line forming the basis of bearings for this description, thence South 69 degrees 09 minutes 23 seconds East, a distance of 1,006.42 feet to the Broomfield Discharge Diversion Point, whence said East one-quarter corner bears North 78 degrees 28 minutes 47 seconds East, a distance of 1,741.17 feet, in the City and County of Broomfield, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 498202, Northing: 4418700, Lat: 39 deg 55 min 13 sec, Long: 105 deg 01 min 16 sec. Said point is platted on Exhibit A, attached hereto. 3.a.2) Source of water: Effluent from the City of Broomfield Wastewater Reclamation Facility, tributary to Big Dry Creek, a tributary of the South Platte River. 3.a.3) Date of initiation of appropriation: November 15, 2004. 3.a.4) Amount claimed: 26 cfs, conditional. 3.a.5) Name and address of apparent owner of land on which the diversion point is located: The City and County of Broomfield. 3.b. Name of Structure. Broomfield Big Dry Creek Diversion Point Enlargement. 3.b.1) Legal description of point of diversion: Commencing at the Center of Section 32, Township 1 South, Range 68 West of the Sixth Principal Meridian, whence the East one-quarter corner of said Section 32 bears South 89 degrees 46 minutes 32 seconds East a distance of 2,646.68 feet, said line forming the basis of bearings for this description, thence South 70 degrees 46 minutes 39 seconds East a distance of 1,020.11 feet to the Broomfield Big Dry Creek Diversion Point, whence said East one-quarter corner bears North 79 degrees 03 minutes 25 seconds East, a distance of 1,714.60 feet, in the County of Adams, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 498210, Northing: 4418702, Lat: 39 deg 55 min 13 sec, Long: 105 deg 01 min 15 sec. Said point is platted on Exhibit A, attached hereto. 3.b.2) Source of water: Big Dry Creek. 3.b.3) Date of initiation of appropriation: November 15, 2004. 3.b.4) Amount claimed: 26 cfs, conditional. 3.b.5) Name and address of apparent owner of land on which the diversion point is located: City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80030. 3.c. Name of Structure: Bull Canal Diversion Point. 3.c.1) Legal description of point of diversion: A point on Big Dry

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Creek in the Northwest Quarter of the Southeast Quarter of Section 28, Township 1 South, Range 68 West of the Sixth Principal Meridian, in Adams County, Colorado. The GPS location has been determined by a GPS handheld device to be: Easting: 499786, Northing: 4420044, Lat: 39 deg 55 min 57 sec, Long: 105 deg 00 min 09 sec. Said point is platted on Exhibit A, attached hereto. 3.c.2) Source of water: Big Dry Creek. 3.c.3) Date of initiation of appropriation: November 15, 2004. 3.c.4) Amount Claimed: 31 cfs, conditional. 3.c.5) Name and address of apparent owner of land on which the diversion point is located: The Farmers Reservoir & Irrigation Company, 80 South 27th Avenue, Brighton, Colorado 80601-2602. 3.d. Use of water for conditional water rights applied for in paragraphs 3.a., 3.b., and 3.c., above: All municipal purposes, including irrigation, lake level maintenance, domestic, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes. The water will also be used for exchange, for replacement, and for augmentation purposes. Applicant asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise, to extinction all water lawfully diverted and/or impounded pursuant to the decree entered in this case. 3.e. Places of use. The place of use for the conditional water rights applied for in paragraphs 3.a., 3.b., and 3.c., above, shall be any place served in the present or in the future by the City and County of Broomfield’s treated water, reuse water, and/or raw water systems. (12 pages; 1 page of exhibits)

04CW311 H. BENJAMIN DUKE, III and LAURETTE C. DUKE, Fire Rock Ranch, 32300 County Rd. 15, Elizabeth CO 80107, c/o Mary Mead Hammond, Esq., Carlson, Hammond & Paddock, L.L.C., 1700 Lincoln St., Suite 3900, Denver, CO 80203-4539, Phone: (303) 861-9000. APPLICATION FOR WATER STORAGE RIGHT AND PLAN FOR AUGMENTATION, IN ELBERT COUNTY. 1.1 Name of Reservoir: Duke Pond. 1.2 Legal description of location of dam: In the S½ SW¼ of Sec. 20, T8S, R64W of the 6th P.M., at a point approximately 270 ft. from the south line and 1,000 ft. from the west line of said Sec. 20, Elbert County, CO. See map attached as Fig. 1. Street Address: Fire Rock Ranch, 32300 County Rd.15, Elizabeth, CO 80107. 1.2.1 Name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Duke Ditch, headgate located in the NW¼NW¼ of Sec. 29, T8S, R64W of the 6th P.M. at a point 400 ft. from the north line and 1,000 ft. from the west line of said Sec. 29, Elbert County, CO. 1.3 Source: Running Creek, tributary to Box Elder Creek, tributary to South Platte River. (Stream, tributary, river or well). 1.4 A. Date of appropriation: Dec. 20, 2004. B. How appropriation was initiated: Filing of this application. C. Date water applied to beneficial use: N/A. 1.5 Amount claimed: A. 25 a.f. CONDITIONAL. B. If off-channel reservoir, rate of diversion for filling the reservoir: 20 c.f.s. CONDITIONAL. 1.6 Use: 1.6.1 Irrigation of up to 20 acres. 1.6.1.1 Number of acres to be irrigated: 20. 1.6.1.2 Legal description of acreage irrigated or to be irrigated: In the SW¼SW¼ of Sec. 20 and NW¼NW¼ of Sec. 29, T8S, R64W of the 6th PM., depicted on Fig. 1. 1.6.2 Recharge and augmentation of depletions from pumping of Godley Well No. 1-2620-F. (See Augmentation Plan below). 1.7 Surface area of high water line: five acres. A. Maximum height of dam: 9 ft. B. Length of dam: 100 ft. 1.8 Total capacity of reservoir: 25 a.f. Active capacity: 25 a.f.; dead storage: 0 a.f. 2. Application for Approval of Plan for Augmentation. 2.1 Name of structure to be augmented: Godley Well No. 1-2620-F, adjudicated in Cases No. W-5644 and 81CW28, attached here as Ex. 1. 2.2 Water rights to be used for augmentation: 2.2.1 Duke Pond, applied for in Section 1, above, either by recharge or augmentation releases. 2.2.2 Up to 15 a.f. annually of consumable effluent discharged by the Town of Elizabeth into Running Creek and Gold Creek. A. The effluent is available to Applicants pursuant to Lease Agreement between H. Benjamin Duke, III and Laurette C. Duke and the Town of Elizabeth, copy attached hereto as Exhibit 2. B. The source of the consumable effluent is non- tributary Denver Basin water pumped by the Town of Elizabeth from the Arapahoe Formation through the Town of Elizabeth Bishop Well A, decreed by the District Court in and for Water

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Division No. 1 on Feb. 7, 1985, in Case No. 81CW122; and from the Lower Dawson Formation through the Town of Elizabeth Well No. DA-15617-F, decreed by the District Court in and for Water Division No. 1 on Feb. 5, 1985, in Case No. 81CW123. 2.2.3 Non-tributary Denver Basin ground water underlying 42.77 acres of land in Elbert County, CO, owned by the Applicants. Decree information: (1) Case No. 96CW201, District Court in and for Water Division No. 1; (2) Date entered: Feb. 9, 1998; (3) Type of water right: Non-Tributary Denver Basin ground water; (4) Legal description of overlying land: A tract of land situated in the SW¼SW¼ of Sec. 20 and in the NW¼NW¼ of Sec. 29, T8S, R64W of the 6th P.M., Elbert County, CO, more particularly described as follows: Commencing at the NW corner of said Sec. 29 and considering the W line of the NW¼ of said Sec. 29 to bear S0 53'34"W with all bearings contained herein relative thereto: Thence S87 45'39"E along the N line of said NW¼ a distance of 60.00 ft. to the true point of beginning; Thence S0 53'34"W, parallel with the W line of said NW¼ a distance of 334.00 ft.; Thence N87 45'39"W a distance of 60.00 ft. to the W line of said NW¼; Thence S0 53'34"W along said W line a distance of 224.43 ft.; Thence S87 40'13"E a distance of 580.80 ft.; Thence S74 39'46"E a distance of 674.64 ft.; Thence N89 06'49"E a distance of 108.51 ft. to the E line of the NW¼ NW¼ of said Sec. 29; Thence N86 43'40"E a distance of 18.44 ft.; Thence N02 26'11"E a distance of 371.48 ft.; Thence N16 52'27"E a distance of 181.92 ft.; Thence N12 34'58"E a distance of 321.91 ft.; Thence N22 48'53"W a distance of 513.35 ft.; Thence N69 13'47"W a distance of 716.08 ft.; Thence N88 28'36"W a distance of 531.42 ft.; Thence S1 54'13"W, parallel with the W line of said SW¼SW¼ a distance of 844.79 ft. to the point of beginning. (5) Amounts of non-tributary water awarded: (a) Lower Dawson Aquifer: 9.4 a.f./year (depth approximately 360' to 650' below ground level); (b) Denver Aquifer: 17.4 a.f./year (depth approximately 630' to 1,440' below ground level); (c) Arapahoe Aquifer: 14.6 a.f./year (depth approximately 1,440' to 1,950' below ground level); (d) Laramie-Foxhills Aquifer: 15.4 a.f./year (depth approximately 1,550' to 2,550' below ground level). (6) Decreed use: Use, reuse, and successive use, for all purposes, including, but not limited to, domestic, agricultural, industrial, commercial, sanitary, storage, irrigation, stock watering, recreation, fish and wildlife, and fire protection. Water may be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange, for replacement of depletions resulting from the use of water from other sources, for relinquishment to the stream system pursuant to §37-90-137, and for all other augmentation purposes, including augmentation of ground water diversions. 2.2.4 Such other non-tributary or fully-consumable water as Applicants may acquire in the future pursuant to future purchases or leases of augmentation water. 2.3 Statement of Plan for Augmentation. 2.3.1 Depletions: The Godley Well No. 1-2620-F is used as the source of irrigation supply for 20 acres of alfalfa in the SW¼SW¼ of Sec. 20 and the NW¼NW¼ of Sec. 29, T8S, R64W of the 6th P.M., Elbert County, CO, as illustrated on Fig. 1. Average well pumping from 1993-2003 was 16.7 a.f., with consumptive use (75% of pumping) averaging 12.5 a.f. over the same period. (The well was not pumped in 2004.) See Tables 1 and 2 of Ex. 3. Irrigation, which is accomplished by sprinkler and well pumping, begins no earlier than April; Applicants cease irrigation prior to a second cutting, no later than September. The well is located approximately 225 ft. from Running Creek, and depletions from pumping affect the stream within approximately one month. 2.3.2 Replacement of depletions: Applicants will apply the monthly depletion factors developed for the well pumping as set forth in the proposed Accounting Form in Table 3 of Ex. 3 to the annual volume of water pumped in the preceding calendar year, to determine depletions. However, for the initial year of operations, because the well was not pumped in 2004, Applicants will replace depletions based on average well pumping over the 1993-2003 period (Table 1, Ex. 3). Applicants will replace out-of-priority depletions to the stream using one or more of the augmentation sources described in ¶ 2.2 above. To the extent Applicants rely on the Duke Pond for augmentation, such augmentation may be accomplished by recharge from the pond, which shall be calculated by measuring water diverted into the pond and

December 2004 Resume Page 18 of 185 diverted out of it, subtracting evaporation, as necessary, using a Glover calculation to determine the timing of water recharged to the aquifer, and comparing the recharge to depletions by the Godley Well No. 1-2620-F, and/or by direct releases of water from the pond to augment depletions. The Priority Date of this Augmentation Plan is Dec. 20, 2004, and Applicants will not be required to replace depletions for the benefit of water rights with priority dates junior to such date. 3. General. 3.1 Name and address of owner 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: H. Benjamin Duke, III and Laurette C. Duke, Fire Rock Ranch, 32300 County Rd. 15, Elizabeth, CO 80107. (7 pages, plus 15 pages of exhibits)

04CW312 ELK MESA AND STONE CANON RANCH LOT OWNERS, BEING WILLIAM AND SUSANNA CUTLER, ET. AL. c/o 3883 Stone Canon Ranch Rd., Castle Rock, CO 80104, (303) 688-5528. Through their attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, CO 80202, Telephone: (303) 534-0702. The names, addresses and telephone numbers of the Applicants are more particularly described on Attachment A hereto. APPLICATION FOR UNDERGROUND WATER RIGHTS AND UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AND THE NOT NOTNRIBUTARY UPPER DAWSON AQUIFERSELK MESA AND STONE CANON RANCH LOT OWNERS, BEING WILLIAM AND SUSANNA CUTLER, ET AL, APPLICANTS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells, which are the subject of this application. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is 11 tracts of land located in the Elk Mesa and Stone Canon Ranch Subdivisions, comprised of approximately 414.7 acres, as generally located in the S1/2 of Section 31, T8S, R66W; Section 6 and the N1/2 of Section 7, T9S, R66W; and the SW1/4 of Section 1, T9S, R67W of the 6th P.M. (Subject Property). The acreage and legal description of each of the tracts are more particularly described on Attachment A hereto, and the location of the tracts are shown on Attachment B hereto. Applicants will own a pro-rata interest in the total amount of groundwater requested herein underlying their respective tracts. The wells which will withdraw the subject groundwater will be located at any location on the 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 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. 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. Underground water rights pursuant to Section 37-92-602(4), C.R.S.: There are existing wells located on the tracts which are located in Upper Dawson aquifer which were previously permitted for exempt domestic use pursuant to Section 37-92-602, C.R.S., as described on Attachment A hereto. Applicants will adjudicate these wells pursuant to Section 37-92-602(4), C.R.S. The appropriation date for each well will be the date the permit was issued as referenced on Attachment A and the rate of flow for each well will not exceed 15 gpm for domestic uses. 6. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based on the Denver Basin Rules, 2 C.C.R. 402-6: Saturated Aquifer Thickness Annual Amount Upper Dawson 110 feet 91 acre-feet* Lower Dawson 68 feet 56 acre-feet Denver 388 feet 273 acre-feet

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Arapahoe 402 feet 282 acre-feet Laramie-Fox Hills 173 feet 107 acre-feet The amount available underlying each tract will be reduced for the existing exempt well. 7. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below their respective lands, through wells or any additional wells which may be completed in the future, as Applicants' well fields, subject to Rule 11.B of the Statewide Nontributary Ground Water Rules (2 CCR 402-7). 8. Proposed Use: The water will be used, reused, successively used, and after use leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, fire protection, and augmentation purposes. 9. 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. 10. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 6 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. 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. WHEREFORE, Applicants pray that this Court enter a Decree: 11. Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; 12. Specifically determining that: A. Applicants have complied with §37-90-137(4), C.R.S., and water is legally available for withdrawal from the aquifers herein, but that jurisdiction will be retained pursuant to §37-92- 305(11), C.R.S. and Denver Basin Rule 9.A.; and C.Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater proposed herein.

04CW313 JUSTIN L. LANA TRUST, 4550 Cherry Creek Dr. South, #2300, Denver, CO 80246, (303) 691-8950 Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, CO 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 45 acres of land, generally located in part of the NW1/4 of Section 20, T8S, 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 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 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, including an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 79986 which will be re-permitted to operate pursuant to the augmentation plan requested below, if necessary. Applicant waives 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:

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Saturated Annual Aquifer Thickness Amount Upper Dawson 180 feet 16 acre-feet Lower Dawson 107 feet 9 acre-feet Denver 186 feet 14 acre-feet Arapahoe 268 feet 20 acre-feet Laramie-Fox Hills 210 feet 14 acre-feet 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, irrigation, livestock watering, fire protection, and 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. Description of plan for augmentation: A. Groundwater to be augmented: 4 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 four individual wells, including the existing well if necessary, on four residential lots to be located on the Subject Property at rates of flow of 15 gpm. Each well will require approximately 1 acre-foot per year for in house use (0.4 acre-feet), irrigation/limited to 8500 square-feet of lawn, garden, and trees (0.5 acre-feet), and stock watering of 8 large domestic animals (0.1 acre-feet). Applicant reserves the right to amend these values based on final planning of the Subject Property. Sewage treatment for in house use will be provided by a non-evaporative septic system. Consumptive use associated with in-house use will be approximately 10% of water used and it is estimated that approximately 10% of water used for irrigation will be returned to the stream system. Stock watering use 100% consumptively used. Before any other type of sewage treatment is proposed in the future, including incorporation of the lots into a central sewage collection and treatment system, Applicant, or successors and assigns, will amend this decree prior to such change and thereby provide notice of the proposed change to other water users by publication procedures required by then existing law. 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 stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an adequate amount of nontributary groundwater underlying the Subject Property to meet post-pumping augmentation requirements.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 4 acre-feet per year 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. WHEREFORE, Applicant prays that this Court enter a Decree: 11. Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; 12.Specifically determining that: A. Applicant has complied with 37-90- 137(4), C.R.S., and water is legally available for withdrawal by the wells proposed herein, but that jurisdiction will be retained with respect to the average annual amounts of withdrawal specified herein to provide for the adjustment of such amounts to conform to actual local aquifer

December 2004 Resume Page 21 of 185 characteristics from adequate information obtained from wells or test holes drilled on or near Applicant's property, pursuant to 37-92-305(11), C.R.S. and Denver Basin Rule 9.A.; B. The groundwater in the Upper Dawson aquifer is not nontributary and groundwater in the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers is nontributary groundwater; C. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater and the plan for augmentation proposed herein; D. No findings of diligence are required to maintain these water rights.

04CW314 PONDEROSA EAST LOT OWNERS AND LADD AND SUSAN SQUIRES c/o 11600 Stallion Drive, Parker, CO 80138, (303) 840-9500. The names and addresses of each Applicant are described on Attachment A hereto. Please contact Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, CO 80202, Telephone: (303) 534-0702 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AQUIFERS PONDEROSA EAST LOT OWNERS AND LADD AND SUSAN SQUIRES, IN DOUGLAS COUNTY 2. Well Permits: Well permits will be applied for prior to construction of the wells, which are the subject of this application. 3. Legal Description of Wells and Subject Property: Applicants are the owners of approximately 91 lots located in Ponderosa East Subdivision, and one parcel of land, which are generally contiguous and located in parts of the S1/2 of Section 4, all of Section 6, and the W1/2W1/2NE1/4 of Section 16, T6S, R65W of the 6th P.M. as shown on Attachment B hereto (Subject Property). The Subject Property is comprised of a total of approximately 669.2 acres and the legal descriptions and acreage associated with Applicants’ respective lots and land are more particularly described on Attachment A hereto. Applicants will own a pro-rata interest in the total amount of groundwater requested herein underlying their respective lots and land. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property at rates of flow which are necessary to withdraw the final decreed amount. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the 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. 6. 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. Applicants estimate that the following annual amounts are representative of the aquifers underlying the Subject Property: Saturated Annual Aquifer Thickness Amount Denver 280 feet 319 acre-feet* Arapahoe 260 feet 296 acre-feet Laramie-Fox Hills 229 feet 230 acre-feet *Applicants will reserve one acre-foot per year of Denver aquifer water underlying each lot for use through exempt wells. 7. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below their respective lots, through wells or any additional wells which may be completed in the future, as Applicants' well fields, subject to Rule 11.B of the Statewide Nontributary Ground Water Rules (2 CCR 402-7). Applicants also request that the Denver, Arapahoe and Laramie-Fox Hills water underlying approximately 74 acres of land located in part of the E1/2NW1/4 of Section 16, T6S, R65W, as shown on Attachment B hereto, which was previously decreed in Case No. 00CW011, be withdrawn in combination with the same groundwater requested herein through wells located on the land which is the subject this application or the decree in Case No. 00CW011. Said land and water is adjacent to the Subject Property herein. 8. Proposed Use: The water will be used, reused and successively used for domestic, industrial, commercial, irrigation, livestock watering,

December 2004 Resume Page 22 of 185 fire protection, and augmentation purposes. 9.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.10. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 6 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7.B. 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. WHEREFORE, Applicants pray that this Court enter a Decree: 11. Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; 12. Specifically determining that: A. Applicants have complied with §37-90-137(4), C.R.S., and water is legally available for withdrawal by the wells proposed herein, but that jurisdiction will be retained pursuant to §37-92- 305(11), C.R.S. and Denver Basin Rule 9.A.; and B. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater proposed herein.

04CW315 (97CW338) BLC REAL ESTATE, LLC, c/o Anthony F. Navarro, 645 Madison Avenue, 19th Floor, New York, NY 10022, 1-646-452-6364. (Steven P. Jeffers, Esq., Mark D. Detsky, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900. APPLICATION FOR FINDING OF REASONABLE DILIGENCE, IN JEFFERSON COUNTY. Applicant, BLC Real Estate, LLC is the successor-in-interest to the water rights decreed to Trilogy Conifer, LLC in Case No. 97CW338, pursuant to foreclosure. Applicant’s ownership of the subject property is evidenced by Public Trustee's Deed dated July 28, 2004, attached hereto as EXHIBIT A. CONDITIONAL UNDERGROUND WATER RIGHT 2. Name of structure: Trilogy Well No. 1, Permit No. 051187-F. Copies of the well permit and well completion report are attached as EXHIBITS B and C. 3. Conditional water right (as to each structure) from Referee’s Ruling and Decree (include a map): a). Date of original decree, case no. and court: The original decree was entered in Case No. 97CW338, District Court, Water Division 1, on November 10, 1998. Pursuant to the November 5, 2004 Order of the Water Court, the deadline for filing an application for diligence was extended through December 2004. b). Decreed location: The location of Trilogy Well No. 1 is in the NE¼ of the NW¼ of Section 8, Township 6 South, Range 70 West, 6th P.M., Jefferson County, Colorado, at a point 20 feet from the North section line and 2,500 feet from the West section line. c). Decreed source: Ground water tributary to South Turkey Creek, which in turn is tributary to Turkey Creek, Bear Creek, and the South Platte River. d). Decreed appropriation date: June 24, 1996. Decreed amount: 20 gpm CONDITIONAL. f). Decreed uses: Commercial, domestic, and fire protection purposes. CONDITIONAL RIGHT OF EXCHANGE 4. Names of Conditional Exchange: Trilogy Conifer Exchange. 5.Conditional water right (as to each structure, from Referee's Ruling and Decree)(include map). a). Date of original decree, case number and court: The exchange was decreed in Case No. 97CW338 described above. b). Location of Exchange: The exchange involves a portion of the consumptive use water available from the Mountain Mutual Reservoir Company (“MMRC”) portfolio of water rights represented by 44.6 shares of stock in MMRC as described in the decree entered in Case No. 97CW338, including water rights decreed to the Warrior Ditch, Harriman Ditch, Soda Lakes Reservoirs Nos. 1 and 2, Meadowview Reservoir and Spinney Mountain Reservoir. The reach of the stream system impacted by the exchange extends from the confluence of Bear Creek and the South Platte River; thence up Bear Creek to its confluence with Turkey Creek in the NW¼ of Section 5, Township 5 South, Range 69 West, 6th P.M.; thence up Turkey Creek to its confluence with South Turkey Creek in the NW¼ NW¼ of Section 27, Township 5 South, Range 70 West, 6th P.M.; and thence up South Turkey Creek to the point where depletions from the well impacts South Turkey Creek in Section 8, Township 6 South, Range 70 West, 6th P.M. A map showing the location of the well and the exchange is attached hereto as EXHIBIT D. c). Decreed source: The source of water for this exchange is

December 2004 Resume Page 23 of 185 consumptive use water decreed to the Warrior Ditch, Harriman Ditch, Soda Lakes Reservoirs Nos. 1 and 2, Meadowview Reservoir and Spinney Mountain Reservoir. d). Decreed appropriation date: July 14, 1997.e). Decreed amount: 0.009 cfs, CONDITIONAL, to the extent of 1.399 acre-feet per year. f). Decreed uses: Augmentation, replacement, substitution and exchange. 6.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: Applicant is the successor in interest to the property served by the Trilogy Well No. 1 and the exchange as a result of a foreclosure. During the subject diligence period, Applicant or Applicant's predecessor in interest to the property and well conducted the following work on the property or in relation to the well: a). Trilogy Conifer, LLC obtained a new well permit on December 18, 1998. b). Trilogy Conifer, LLC redeveloped the property to include a convenience store, restaurant, gas station and car wash. c). Applicant loaned Trilogy Conifer, LLC the money used to pay for the redevelopment. d). Trilogy Conifer, LLC paid annual assessments to MMRC for delivery of augmentation water for the well. e). Applicant foreclosed the property, placed the property under a receivership, and leased the property to protect the property from waste. 7. If a claim to make absolute, water applied to beneficial use: N/A. 8. Name(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The well is located and used on land owned by Applicant, BLC Real Estate, LLC.

04CW316 DENNY JAY, LLLP c/o Doyle D. Beavers, 8690 W. 69th Place, Arvada, Colorado 80004, (303)-421-2131 (Timothy R. Buchanan, Heather A. Warren, Timothy R. Buchanan, P.C., Attorneys for Applicant, 7703 Ralston Road, Arvada, Colorado 80002, (303) 431-9141). APPLICATION FOR CHANGE OF WATER RIGHTS, IN SEDGWICK COUNTY. 1. Denny Jay, LLLP is a Colorado limited liability partnership that owns ground water rights tributary to the South Platte River, which are described in this application. 2. Decreed names of structures for which change is sought: A. Elizabeth K Zorn Estate Well No. 1-4487F (1) From previous Decree: a. Date Entered: May 20, 1976 Case No: W-6832 Court: District Court, Water Division No.1, Weld County, Colorado b. Decreed point of diversion: The Elizabeth K. Zorn Estate Well No. 1-4487F is located in the NE1/4 of the SW1/4 of Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado, at a point 1,900 feet north and 1,280 feet west of the S1/4 Corner of said Section 21. c. Source: South Platte River d. Appropriation Date: August 4, 1963 Amount: 2.66 c.f.s. e. Historic use: Irrigation of all that portion of Lots 1 and 3 in Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado. B. Smith Well No. 2249-F (1) From previous Decree: a. Date Entered: December 30, 1975 Case No: W-3900 Court: District Court, Water Division No.1, Weld County, Colorado b. Decreed point of diversion: The Smith Well No. 2249-F is located in the SW1/4 of the SE1/4 of Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado, at a point 1,300 feet North and 2,610 feet West of the SE Corner of said Section 21. c. Source: South Platte River d. Appropriation Date: December 14, 1959 Amount: 4.0 c.f.s. e. Historic use: Irrigation of fifty-two (52) acres in the SE1/4 of Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado. C. Deich Well No. 1-0185 (1) From previous Decree: a. Date Entered: January 6, 1975 Case No: W-5015 Court: District Court, Water Division No.1, Weld County, Colorado b. Decreed point of diversion: The Deich Well No. 1- 0185 is located in Lot 4 of Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado, at a point 93 feet South and 55 feet East of the NW Corner of said Section 21. c. Source: South Platte River d. Appropriation Date: August 10, 1954 Amount: 2.22 c.f.s. e. Historic use: Irrigation of one-hundred (100) acres in Lot 4 of Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado, and in the NW1/4 of Section 28, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County,

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Colorado. D. Johnson Well No. 2-4510-F (1) From previous Decree: a. Date Entered: December 9, 1975 Case No: W-4195 Court: District Court, Water Division No.1, Weld County, Colorado b. Decreed point of diversion: The Johnson Well No. 2-4510-F is located in the NW1/4 of the NE1/4 of Section 28, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado, at a point 46 feet South and 31 feet East of the N1/4 Corner of said Section 28. c. Source: South Platte River d. Appropriation Date: August 1, 1963 Amount: 2.66 c.f.s. e. Historic use: Irrigation of ninety (90) acres in the NW1/4 of the NE1/4 and the NE1/4 of the NE1/4 and that part of the SE1/4 of the NE1/4 lying North of the U.P.R.R., Section 28, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado. 3. Proposed Change: The Applicant seeks to change the irrigated land for the four water rights described above. The water diverted by use of the water rights associated with the Elizabeth K. Zorn Estate Well No. 1-4487F, the Smith Well No. 2249-F, the Deich Well No. 1-0185, and the Johnson Well No. 2-4510-F will be intermingled and commingled to be used for irrigation of 340 acres described as follows: All that portion of Lots 1 and 3, in Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado; Fifty-two (52) acres in the SE1/4 of Section 21; Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado; One-hundred (100) acres in Lot 4 of Section 21, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado, and in the NW1/4 of Section 28, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado; and Ninety (90) acres in the NW1/4 of the NE1/4 and the NE1/4 of the NE1/4 and that part of the SE1/4 of the NE1/4 lying North of the U.P.R.R in Section 28, Township 12 North, Range 44 West of the 6th P.M., Sedgwick County, Colorado. Depletion to the South Platte River associated with the use of the water rights attributed to the four wells will remain in the plan for augmentation of the Lower South Platte Water Conservancy District pending in Case No. 02CW320. The wells will not operate except pursuant to the terms and conditions of the final decree entered in Case No. 02CW320 and any substitute supply plans approved pursuant to Section 37-92-308, C.R.S. WHEREFORE, Denny Jay, LLLP requests that the Court grant this application and enter a decree in conformance therewith. (6 pages)

04CW317 NURSERY ACRES LIMITED PARTNERSHIP, c/o Mike Gilsdorf, 9010 South Santa Fe, Littleton, CO 80125, (303) 791-1660. (Steven P. Jeffers, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900). APPLICATION FOR DETERMINATION OF NONTRIBUTARY AND NOT NONTRIBUTARY UNDERGROUND WATER RIGHTS IN THE UPPER ARAPAHOE, LOWER ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS, IN WELD AND ADAMS COUNTIES. 2. General Description: Applicant owns five (5) parcels of land in portions of Section 1, T1S, R65W, in Adams County, and Sections 24, 25 and 36, TIN, R65W, and a portion of Section 31, TIN, R64W, in Weld County. Applicant has already obtained decrees quantifying the available amount of water underlying 3 of those parcels, known as the Box Elder, Wailes and Gettman parcels in Case Nos. 2001CW150 and 2002CW228, District Court, Water Division No. 1. Applicant seeks in this application to quantify the amount of water available from the Denver Basin aquifers underlying two (2) other parcels owned by Applicant, known as the Bollers and Haffner parcels. Applicant also owns the right to withdraw all groundwater underlying a parcel owned by Garth P. Prosser and Jennifer L. Prosser, known as the Prosser parcel, and seeks to quantify the amount of water available under that parcel. Applicant also requests the ability to construct wells on any of the parcels, except the Prosser Parcel, as part of a well field to withdraw all of the groundwater available from each aquifier under all 6 parcels. The locations of those parcels are depicted on attached Exhibit E. 3. Legal Description of the Subject Property: The property for which a quantification is sought includes three non-contiguous parcels located generally in the: NW¼ of §24, Township 1 North, Range 65 West, in Weld County containing approximately 157.9 acres

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(“Bollers Parcel”) more particularly described in the deed attached as Exhibit A; a portion of the W½ NW¼ of §25, Township 1 North, Range 65 West, in Weld County containing approximately 4.1 acres (“Prosser Parcel”) more particularly described in the deeds attached as Exhibit B; and a portion of the W½ NW¼ of §25, Township 1 North, Range 65 West, in Weld County containing approximately 60.0 acres (“Haffner Parcel”) more particularly described in the deed attached as Exhibit C. The Bollers, Prosser and Haffner Parcels are collectively referred to as the “Subject Properties” and are depicted on the map in the attached Exhibit D. The wells will withdraw not nontributary groundwater from the Upper Arapahoe aquifer and nontributary ground water from the Lower Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Properties. 4. Well Permits: Applicant has not filed applications for any well permits on the Subject Properties. No wells exist on the Bollers, Prosser or Haffner Parcels. Two exempt domestic wells are permitted to Walter Haffner for two (2) homes north of the Haffner Parcel, which may affect the amount of water available for withdrawal under that parcel. Applicant does not own either of those wells. a.) Well Permit No. 238409 is permitted pursuant to §37-92-602(3)(b)(II)(A), C.R.S. from the Upper Arapahoe aquifer as the only well on 40 acres in the E½ W½ NE1/4 of Section 25. b.) Well Permit No. 238403 is permitted from the Upper Arapahoe aquifer pursuant to §37-92- 602(3)(b)(II)(A), C.R.S. as the only well on 35 acres in the W½ E½ NE¼ of Section 5. 5.Proposed Wells: Applicant claims the right to drill and to complete such wells as may be needed or desired anywhere on the individual parcels to recover and to use all physically and legally available water from the aquifers underlying such parcels as claimed herein. Applicant, its successors and assigns shall submit well permit applications when Applicant, its successors, or assigns are prepared to construct the wells pursuant to the terms of this decree and applicable Colorado law. 6. Source of Water: a.) aquifers: The ground water to be withdrawn underlying the Subject Properties by Applicant from the Upper Arapahoe aquifer is not nontributary ground water as defined in §37-90-103(10.7), C.R.S. Applicant will comply with the requirement to obtain judicial approval of a plan for augmentation prior to using such water. The ground water to be withdrawn from the Lower Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Properties is nontributary ground water as that term is defined in §37-90-103(10.5), C.R.S. Applicant will comply with requirements to relinquish to the surface stream system two percent of all such nontributary ground water withdrawn on an annual basis. Otherwise, said water from all aquifers may be fully consumed to extinction for all beneficial uses. b.)Estimated Depths: Wells will be completed to the bottom of each of the aquifers. Applicant estimates the bottom of each aquifer to be approximately: Parcel Upper Arapahoe Lower Arapahoe Laramie Fox Hills Aquifer Aquifer Aquifer (feet below surface) (feet below surface) (feet below surface) Bollers 155 460 1210 Haffner 190 510 1170 Prosser 190 540 1190 The depths are approximate and are based on geologic and topographical information available from the Colorado State Engineer’s office. Actual well completion depths may vary from this estimate based on the actual conditions below the overlying land. 7.Estimated Amount and Rate of Withdrawal: The wells will withdraw ground water at a rate of flow necessary to efficiently withdraw the entire decreed amount in each aquifer. The estimated average annual amounts of ground water available for withdrawal by the Applicant are based upon information contained in the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following values and average annual amounts are representative of the subject aquifers at this location: a.) Haffner Parcel:

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Aquifer Overlying Saturated Sand Specific Yield Average Land Thickness (percent) Annual (acres) (feet) Withdrawal (acre feet) Upper Arapahoe 60 61 0.17 6.2 Lower Arapahoe 60 78 0.17 8.0 Laramie-Fox Hills 60 148 0.15 13.3 b) Bollers Parcel: Aquifer Overlying Saturated Sand Specific Yield Average Land Thickness (percent) Annual (acres) (feet) Withdrawal (acre feet) Upper Arapahoe 157.9 30 0.17 8.1 Lower Arapahoe 157.9 80 0.17 21.5 Laramie-Fox Hills 157.9 155 0.15 36.7 c.) Prosser Parcel: Aquifer Overlying Saturated Sand Specific Yield Average Land Thickness (percent) Annual (acres) (feet) Withdrawal (acre feet) Upper Arapahoe 4.1 60 0.17 0.4 Lower Arapahoe 4.1 80 0.17 0.6 Laramie-Fox Hills 4.1 145 0.15 0.9 8. Well Fields: As noted above, the subject properties are not by themselves contiguous to one another. However, applicant owns three (3) additional parcels for which Applicant has already obtained decrees for the underlying water. By virtue of the Applicant’s ownership of those parcels, the subject properties should be considered as contiguous for purposes of well fields. Pursuant to Rule 11.B of the Statewide Non-tributary Ground Water Rules, 2 C.C.R. 402-7, Applicant requests that this Court determine that Applicant has the right to withdraw all of the physically and legally available ground water underlying the Subject Properties through wells located anywhere on the Haffner and Bollers Parcels, or on the Box Elder, Wailes and Gettman Parcels as described in Case Nos. 2001CW150 and 2002CW228, and as depicted on Exhibit E, as Applicant’s well fields. Applicant will file applications with the State Engineer pursuant to §37-90-137(10), C.R.S. prior to construction of any additional wells. 9. Proposed Uses: Applicant intends to use, reuse, and successively use the water; and after use, lease, sell or otherwise dispose of such water for municipal, domestic, agricultural, commercial irrigation, stock watering, recreational, fish and wildlife, fire protection and any other beneficial use on or off the Subject Properties, including specifically use on the Box Elder, Wailes and Gettman parcels. The water may be immediately used or stored for subsequent use, used for exchange purposes, for direct replacement of depletions, and for other augmentation purposes, including taking credit for all return flows resulting from the use of such water for augmentation for or as an offset against any out-of-priority depletions. 10. Name and Address of Owner of the Land: Applicant owns all of the land on the Bollers and Haffner Parcels, as well as the Box Elder, Wailes and Gettman parcels. The Prosser parcel is owned by Garth P. Prosser and Jennifer L. Prosser whose address is 1834 Weld County Road 47, Hudson, CO 80642. Applicant will provide notice of this application to Mr. and Mrs. Prosser and to every person who has a lien, mortgage or deed of trust on the overlying land as required by §37-92-302(2), C.R.S. § 11. Determination Sought Herein: a.) Applicant seeks a determination that: all of the ground water underneath the Subject Properties in the Upper Arapahoe, Lower Arapahoe and Laramie-Fox

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Hills aquifers may be withdrawn and used subject to the terms and conditions included in the decree ultimately entered in this case and in any augmentation plan decreed for the Upper Arapahoe aquifer; and Applicant has a vested right to the use of the ground water. b.) Applicant is the owner of the overlying land, or has consent to withdraw groundwater beneath the overlying land, and as such, can adjudicate all such ground water underlying said land. The average annual amount determined to be available in the decree can be withdrawn without causing material injury to the vested rights of others, provided that Applicant complies with the terms and conditions of the decree ultimately entered in this case. c.) Applicant asks the Court to determine that Applicant has the right to withdraw all of the ground water in the Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Properties through any wells located on the Bollers and Haffner Parcels, or on the Box Elder, Wailes and Gettman Parcels decreed in Case Nos. 2001CW150 and 2002CW228. Applicant does not claim any right to construct wells on the Prosser Parcel. Applicant requests the initial wells permitted in each aquifer, along with any additional wells, shall be treated as a well field. d.) Applicant requests that each well may withdraw water at the rate necessary to withdraw the full allowed annual amount of ground water from the Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Properties. e.) Applicant claims the right to withdraw more than the average annual amount in each aquifer estimated in this application pursuant to the banking provisions of Rule 8.A of the Statewide Nontributary Groundwater Rules, 2 C.C.R. 402-7. f.) Although Applicant has estimated the amount of water available for withdrawal from the Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers, Applicant requests the right to increase or decrease those estimates based on actual or better data available at the time of withdrawal without the necessity of amending this application or republishing the same. Applicant requests the right to invoke the retained jurisdiction of the Court provided for in §37- 92-305(11), C.R.S. to adjust the amount of water available for withdrawal from each aquifer.WHEREFORE, Applicant requests this Court to enter a decree: A. Awarding final water rights from the Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills aquifers, except as to those issues which the Court will specifically retain jurisdiction; B. Determining that Applicant has complied with §37-90-137(4), C.R.S. and that water is legally available for withdrawal by Applicant through the proposed wells; C. Retaining jurisdiction to provide for adjustment of the amount of water available for withdrawal by Applicant from such aquifers based on actual local aquifer characteristics and authorizing Applicant to invoke the Court’s retained jurisdiction at any time after such data becomes available pursuant to §37-92-305(11), C.R.S.; D. Determining that the ground water in the Lower Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Properties is nontributary ground water, and vested or conditionally decreed water rights of others will not be materially injured by withdrawal of such ground water; E. Determining that the ground water in the Upper Arapahoe aquifer under the Subject Properties is not nontributary ground water, which may only be used pursuant to a decreed plan for augmentation; F. Determining that the allocation of this ground water is not based on appropriations, and no findings of diligence shall be required to maintain these rights; G. Determining that all wells completed into each aquifer underlying the Box Elder, Wailes, Gettman, Bollers, and Haffner Parcels constitute well fields; and H. Containing such other relief as the Court deems proper in this matter. (17 pages)

04CW318 PAUL ROHRBACH, 4155 County Road 114, Elizabeth, CO 80107-650. (Steven T. Monson, Chris D. Cummins, Felt, Monson & Culichia, LLC, 319 N. Weber St., Colorado Springs, CO 80903, (719) 471-1212. APPLICATION FOR GROUND WATER RIGHTS, WATER STORAGE RIGHT, AND FOR APPROVAL OF PLAN FOR AUGMENTATION II. APPLICATION FOR ADJUDICATION OF DENVER BASIN WATER RIGHTS IN ELBERT COUNTY. A. Well Permits: Well permit applications for the wells to be drilled pursuant to this

December 2004 Resume Page 28 of 185 application and subsequent decree will be applied for prior to drilling wells into the Denver Basin aquifers which are the subject of this Application. B. Legal Description of Wells: Wells will be located on the Applicant’s Property , consisting of approximately 80 acres within the SE 1/4 NW 1/4 and NE 1/4 SW 1/4, Section 8, Township 9 South, Range 64 West, 6th PM, in Elbert County, Colorado. Existing Well Permit No. 142872 (Exempt Domestic) is located upon the property and is drilled to a depth of 220 feet. No other permits have been applied for, and no exact location is requested for the proposed wells, as that information will be provided when the well permit applications are submitted. Additional wells may be drilled into the aquifers underlying the subject property, the legal description of which is attached hereto as Exhibit A (Applicants Property). Attached as Exhibit B is a map of the Applicants Property. C. Water Source. 1. Not- nontributary. The ground water that will be withdrawn from the Upper Dawson aquifer of the Denver Basin underlying the Applicants Property is not-nontributary. Pursuant to C.R.S. 37-90- 137(9)(c), the augmentation requirements for wells in the Upper Dawson aquifer will require the replacement of actual stream depletions to the extent necessary to prevent any injurious effect. 2. Nontributary. The ground water that will be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers of the Denver Basin underlying the Applicants Property is nontributary. D. Estimated Rates of Withdrawal and Ground Water Available: 1. Estimated Rates of Withdrawal. The pumping rates for wells to be completed to each aquifer are estimated to be between 15 g.p.m. and 250 g.p.m. The actual pumping rate for each well will vary according to aquifer conditions and well production capabilities. The Applicant requests the right to withdraw ground water at rates of flow necessary to withdraw the entire decreed amounts, which may be less than or exceed the above estimates. The actual depth of each well to be constructed within the respective aquifers will be determined by actual aquifer conditions. 2. Estimated Average Annual Amounts of Ground Water Available. Applicant requests an absolute water right for the withdrawal of all legally available ground water in the Denver Basin aquifers underlying Applicant’s Property. Said amounts may be withdrawn over the 100-year life of the aquifers as set forth in C.R.S. '37-90-137(4), or withdrawn over a longer time based upon actual withdrawals or local government regulations. The estimated average annual amounts of ground water available for withdrawal from the underlying Denver Basin aquifers will be based upon the Denver Basin Rules. Applicant estimates that the following values and average annual amounts are representative of the Denver Basin aquifers underlying Applicant’s Property: Aquifer Acres Saturated Depth (feet) Annual Thickness Average (feet) Withdrawal (acre-feet) Upper 80 160 0-400 26 Dawson Lower 80 100 400-675 16 Dawson Denver 80 240 675-1500 33 Arapahoe 80 205 1500-2000 28 Laramie-Fox 80 195 2000-2600 23 Hills Pursuant to C.R.S. Sec 37-92-304(11), the Applicant requests that the Court retain jurisdiction to finally determine the amount of water available for appropriation and withdrawal from each aquifer. E. Requested Uses: The Applicant requests the right to use the ground water for beneficial uses upon the Applicant’s Property consisting of domestic, commercial (i.e. home occupation), irrigation, stock water, recreation, wildlife, fire protection, central water supply for such uses, and also for exchange and augmentation purposes. The Applicant also requests that the nontributary water may be used, reused and successively used to extinction, both on and off

December 2004 Resume Page 29 of 185 the Applicants Property subject, however, to the relinquishment of the right to consume no more than two percent of such nontributary water withdrawn. Applicant may use such water by immediate application or by storage and subsequent application to the beneficial uses and purposes stated herein. Provided, however, Applicant shall not be entitled to construct a well or use water from the not-nontributary Upper Dawson aquifer until a decreed augmentation plan has been entered by this Court, covering the depletions from such not-nontributary aquifers in accordance with C.R.S. Sec 37-90-137(9)(c). F. Well Fields: Applicant requests that it be permitted to produce the full legal entitlement from the respective Denver Basin aquifers underlying Applicants Property through any combination of wells constructed into each aquifer on the Applicants Property. Applicant requests that these wells be treated as a well field. Applicant requests that it be entitled to withdraw an amount of ground water in excess of the average annual amount decreed from the Denver Basin aquifers underlying Applicants Property, so long as the sum of the total withdrawals from all the wells in the aquifer does not exceed the product of the number of years since the date of issuance of the original well permit or the date of entry of a decree herein, whichever occurs first, multiplied by the average annual volume of water which Applicant is entitled to withdraw from the aquifer underlying Applicants Property. G. Description of Land Overlying Subject Ground Water. The land overlying the groundwater which is the subject of this Application consists of approximately 80 acres within the SE 1/4 NW 1/4 and the NE 1/4 SW 1/4, Section 8, Township 9 South, Range 64 West, 6th P.M., County of Elbert, State of Colorado. The Applicants property is more particularly described in the Exhibit A legal description. H. Name and Address of Owner of Land Upon Which Wells are to Be Located. The Applicant, as set forth in Section I above, is the owner of the property on which the wells are to be located. I. Additional Requests. The Applicant also owns the 106 acres of property that adjoins the Applicants Property, which adjoining property is described in Exhibit C and also shown on the Exhibit B map (Applicants Adjoining Property). The Denver Basin Ground Water rights on the Applicants Adjoining Property have been previously adjudicated in Case No. 97CW96 and are the subject of a previously adjudicated plan for augmentation in Case No. 00CW252 for wells within the Upper Dawson aquifer. The Applicant requests the right to have the Applicants Property and the Applicants Adjacent Property considered together as a common well field for the purposes of utilizing water quantified in this case through well structures on the Applicants Property and the Applicants Adjoining Property. Applicant does not request to withdraw the previously adjudicated ground water under Applicants Adjoining Property though wells on Applicants Property. J. Remarks. The existing Exempt Domestic Well, Permit No. 142872, will be repermitted upon approval of this Application, and used as a non-exempt well under the following plan for augmentation. The Applicant may also reserve some additional ground water from quantification in the Upper Dawson aquifer for use by two yet to be permitted exempt wells pursuant to C.R.S. Sec 37-92-602. IV. APPLICATION FOR CONDITIONAL STORAGE WATER RIGHT. Applicant desires to adjudicate one storage water right in Elbert County, Colorado. A. Name of Structure: Rohrbach Pond. B. Legal Description of Structure: The center point of the dam is located in the NW 1/4 SE 1/4, Section 8, Township 9 South, Range 64 West, 6th P.M., being approximately 840 feet east of the west line of said Section 8, and 1500 feet north of the south line of said Section 8. C. Source: The source for the filling and maintenance of this on-channel pond is Running Creek, tributary to Box Elder Creek, tributary to the South Platte River. The source for this pond also includes underlying springs and alluvial groundwater. D. Appropriation: Rohrbach pond was appropriated on December 23, 2004 by the filing of this application with the Water Court of Division 1. The water has not yet been applied to beneficial use. E. Amount Claimed: 1.0 acre feet, conditional, with the right to fill and refill, and freshening flows. F. Use or Proposed Uses: Stock water, recreation, fish propagation, wetlands, wildlife habitat and fire protection. Wetlands and wildlife habitat uses are limited to the surface of the pond itself and its immediate perimeter. G. Pond Specifications:

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Rohrbach Pond has a maximum surface area at the high water line of approximately 11,304 square feet, or 0.26 acres. The maximum height of the dam is 3 feet and the length of the dam is approximately 60 feet. H. Total Capacity of Reservoir: 1.0 acre feet. 50 percent of the capacity is dead storage, and 50 percent of the capacity is active storage. I. Land Ownership: The land upon which the storage structure and places of use are located is owned by the Applicant set forth in Section I of this Application and its principles. J. Additional Remarks: The Applicant intends to excavate within the groundwater table in the construction of the pond and a well permit is therefore requested for Rohrbach Pond. Applicant will apply for and obtain such permit prior to construction of Rohrbach Pond. V. PLAN FOR AUGMENTATION. A. Structures to be Augmented. The structures to be augmented consist of up to two wells completed or to be completed into the not-nontributary Upper Dawson aquifer of the Denver Basin underlying the Applicants Property, including any replacement wells, and also the conditional water storage right set forth in this Application as Rohrbach Pond. B. Water Rights to be Used for Augmentation. The water rights to be used for augmentation of irrigation depletions are, during pumping of the wells, the return flows of the not-nontributary Upper Dawson aquifer wells to be pumped as set forth in this plan for augmentation, together with water rights from the nontributary Arapahoe and Laramie-Fox Hills aquifers for post pumping depletions hereunder. The water rights to be used for augmentation of the evaporative depletions from Rohrbach Pond are ground water pumped from Applicants nontributary Lower Dawson and/or Denver aquifers from Applicants Property as adjudicated herein, or from Applicants Adjoining Property, as adjudicated in case nos. 97CW96 and 00CW252. C. Statement of Plan for Augmentation. The augmented wells into the not- nontributary Upper Dawson aquifer are to be used for irrigation on the Applicants Property and Applicants Adjoining Property. The maximum diversions from all Upper Dawson wells on Applicants Property shall not exceed a total of 26.0 annual acre feet for all wells. A portion of such annual allotment may also be pumped from wells on Applicants Adjoining Property, as discussed herein. The Applicants consultant has operated the State Engineers Denver Basin Ground Water Flow Model for the determination of the stream depletions from the Upper Dawson aquifer pumping. The actual stream depletions are a maximum of nine percent of the Upper Dawson aquifer well pumping, assuming 100 years of withdrawal under this plan. The actual stream depletions will therefore be a maximum total depletion under this plan of 2.34 annual acre feet. Attached hereto as Exhibit D are the Upper Dawson aquifer stream depletion factors under the ground water flow model. Irrigation may be by sprinkler system or flood irrigation, which will have a maximum irrigation efficiency and consumption of eighty-five percent of pumping. Irrigation return flows to the tributary stream system are determined to equal at least fifteen percent of pumping. Total return flows to the stream system from the proposed irrigation use from the wells will therefore be 3.9 annual acre feet. These return flows will augment the tributary stream system in excess of the maximum actual stream depletion amount of 2.34 annual acre feet from not-nontributary well pumping, and will prevent material injury to other vested water rights. Applicant does not waive its right to the excess irrigation return flows which are not needed to meet the irrigation stream depletions. For the replacement of post- pumping depletions, Applicant will reserve up to 2600 acre feet of water from the nontributary Arapahoe and Laramie-Fox Hills aquifers underlying the Applicant=s Property, less the amount of actual stream depletions replaced during the plan pumping period. Applicant also reserves the right to substitute other legally available augmentation sources for such post pumping depletions upon further approval of the Court under its retained jurisdiction. Even though this reservation is made, Applicant claims that post pumping depletions will be noninjurious and do not need to be replaced. Under the court=s retained jurisdiction, Applicant reserves the right in the future to prove that post pumping depletions will be noninjurious. The reserved nontributary water will be used to replace any injurious post-pumping depletions. Upon entry of a decree in this case, the Applicant will be entitled to file for and receive well permits for the subject Upper Dawson

December 2004 Resume Page 31 of 185 aquifer wells for the uses in accordance with this Application. The total surface area of the Rohrbach Pond will be 11,304 square feet, or 0.26 acres. The Applicants engineer has determined the net evaporative depletions based on the application of local climate data to the standards of the State Engineers Office for the determination of pond evaporation. Based thereon, the net evaporation from the surface area of Rohrbach Pond is determined to be approximately 2.59 acre feet per acre of exposed surface area. The net annual evaporative depletions from Rohrbach Pond will therefore be approximately 0.67 acre feet. These evaporative depletions shall be allocated on a monthly basis and applied to the actual total surface area of the ponds, up to the maximum surface acreage of 0.26 acres, to determine the monthly evaporative depletions. These evaporative depletions will be replaced by pumping into the pond a like amount of nontributary groundwater from the Lower Dawson and Denver aquifers underlying the Applicants Property and the Applicants Adjoining Property under this Decree and the Decrees in Case Nos. 97CW96 and 00CW252. As an alternative to augmentation, Applicant may also pass inflows through the ponds and make releases or lower the pond levels, as necessary to the extent of any out of priority evaporative depletions. VI. ADDITIONAL PROVISIONS. Additional provisions are as follows: A. Applicant requests a finding that it has complied with C.R.S. Sec 37-90-137(4), and that the ground water requested herein is legally available for withdrawal by the requested nontributary wells and by the requested not-nontributary wells upon the entry of a decree approving an augmentation plan pursuant to C.R.S. Sec 37-90-137(9)(c). B. The term of this augmentation plan is for 100 years, however the length of the plan for a particular well or wells may be extended beyond such time provided the total plan pumping allocated thereto is not exceeded. Post-pumping stream depletions accrue to a particular well or wells only to the extent related to that wells actual pumping. C. Applicant will comply with C.R.S. Sec 37-90-137(9)(b) requiring the relinquishment of the right to consume no more than two percent of the amount of the nontributary ground water withdrawn. D. The Court will retain jurisdiction over this matter to provide for the adjustment of the annual amount of ground water withdrawals to be allowed in order to conform to the actual local aquifer characteristics from adequate information obtained from well drilling or test holes. E. Before any wells are constructed, applications for well permits will be filed with the State Engineers office, and well permits shall be granted in accordance with the decree pursuant to this application. F. The Applicant requests a finding that vested water rights of others will not be materially injured by the withdrawals of ground water, storage of water, and the proposed plan for augmentation. G. All wells will be installed and metered as reasonably required by the State Engineer. Each well must be equipped with a totalizing flow meter and Applicant shall submit diversion records to the Division Engineer on an annual basis or as otherwise may be requested by the Division Engineer. The Applicant shall also provide accountings to the Division Engineer and Water Commissioner as required by them to demonstrate compliance under this plan of augmentation. H. The Applicant intends to waive the 600 foot well spacing requirement for the wells to be located upon the Applicants Property. I. Applicant will comply with any lienholder notice provisions set forth in C.R.S. Sec 37-92-302(2)(b) and Sec 37-90-137(4)(b.5)(I), and such notice will be sent within 10 days of the filing of this application. WHEREFORE, the Applicant requests that its Application for Ground Water Rights, Water Storage Right, and for Approval of Plan for Augmentation, as stated and set forth herein, be granted and a decree entered, and for such other and further relief as the Court deems appropriate.

04CW319 HARMONY LAND & CATTLE, LLC, P.O. Box 330, Elbert, Colorado 80106, (303) 648-3432. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NOT NONTRIBUTARY UPPER DAWSON AND THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AQUIFERS, IN ELBERT COUNTY. Claim for Relief (Quantification of Amounts of Groundwater for Withdrawal from Denver Basin

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Aquifers). 1. Applicant requests a decree confirming and awarding to it water rights in the not nontributary Upper Dawson aquifer and the nontributary Lower Dawson, Denver, Arapahoe, and Laramie Fox Hills aquifers as more fully set forth herein. 2. Well Permits: Well permits will be applied for when Applicant is ready to drill 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 a parcel of land containing in aggregate approximately 40.3 acres located in Section 35, Township 10 South, Range 65 West, of the 6th P.M. The map of this parcel (the “Subject Property”) is included in Attachment A to the Application. [Attachment A is on file with the Application and may be examined in the office of the Water Clerk for Water Division No. 1.] 4. A. Source of Water: The source of groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as defined in 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 defined in 37-90-103(10.5), C.R.S. B. Depths (to base of aquifer): Upper Dawson Wells to 698 feet; Lower Dawson Wells to 885 feet; Denver Wells to 1,769 feet; Arapahoe Wells to 2,359 feet; Laramie-Fox Hills Wells to 2,982 feet. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the estimated amounts of groundwater at rates of flow necessary to efficiently withdraw the entire amounts decreed to be available. Applicant waives the 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated annual average amounts of withdrawal available from the subject aquifers as indicated below, are based on the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following annual amounts are representative of the Upper and Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the 40.3 acres of the Subject Property: Estimated Annual Aquifer Amount (af-yr) Upper Dawson 24.8 N-NT Lower Dawson 12.4 NT Denver 20.8 NT Arapahoe 19.6 NT Laramie-Fox Hills 11.8 NT TOTAL 89.4 The average annual amounts available for withdrawal from the subject aquifers will depend on hydrogeology and the legal entitlement of Applicant and represents a claim to all nontributary and not nontributary groundwater underlying the Subject Property. The amounts may be amended in any decree issued herein to conform to the State Engineer's Determination of Facts and the Water Court will be asked to retain jurisdiction to adjust the amounts to conform to actual local aquifer characteristics based on well logs or test holes. In addition, Applicant claims the right to withdraw more than the average annual amounts estimated above pursuant to Rule 8 A of the Statewide Rules, 2 C.C.R. 402-7. 6. Well Fields: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater underlying the Subject Property through the wells requested herein, 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, well permit applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicant will use all water withdrawn from the subject aquifers in a water system to be used, reused, successively used, and after use, leased, sold, or otherwise disposed of for the following beneficial uses: municipal, domestic, industrial, commercial, irrigation, livestock watering, recreational, fish and wildlife, fire protection and any other beneficial uses. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to

December 2004 Resume Page 33 of 185 beneficial uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources and for augmentation purposes. Applicant will make no use of the not nontributary Upper Dawson aquifer water prior to the issuance of a judicially approved plan for augmentation. 8. Jurisdiction: No part of the Subject Land is within the boundaries of any designated groundwater basin and the Water Court has jurisdiction over the subject matter of this application. 9. Name and Address of Owners of Land on Which Wells Are to Be Located: Same as Applicant. 10. Remarks: The Subject Property is not subject to any lien, mortgage or deed of trust, therefore notice pursuant to C.R.S. Sec 37-92-302(2) (b) is not required. WHEREFORE, Applicant requests that the Court enter a decree granting the application, confirming the water rights claimed herein, and determining specifically: 1. That Applicant has complied with 37-90- 137(4), C.R.S., that as a matter of hydrological and geological fact, the water claimed herein is legally available for withdrawal by wells and that the vested rights of others will not be materially injured by such withdrawal. 2. That the groundwater in the Upper Dawson aquifer is not nontributary and that the groundwater in the Lower Dawson aquifer, the Denver aquifer, the Arapahoe aquifer and the Laramie-Fox Hills aquifer underlying the Subject Property is nontributary. 3. That Applicant is entitled to annual withdrawals of the amounts estimated herein for wells described in the Claim for Relief, but that jurisdiction will be retained with respect to the average annual amounts of withdrawal to provide for the adjustment of such amounts to conform to actual local aquifer characteristics from adequate information obtained from wells or test holes drilled on or near Applicant's Subject Property pursuant to 37-92-305(11), C.R.S. 4. Further, Applicant requests that the Court grant such other and further relief as Applicant may be entitled to. [5 pages and 1 page exhibit.]

04CW320 HELEN F. MLEYNEK, 5358 Elk Ridge Road, Evergreen, CO 80439, NORTH FORK ASSOCIATES, LLC and the MOUNTAIN MUTUAL RESERVOIR COMPANY, 2525 South Wadsworth Blvd., Suite 306, Denver, CO 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, CO 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHTS, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHTS, IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Names of Wells and Permit, Registration or Denial Numbers: Mleynek Well No. 1 (Permit No. 80722) and Mleynek Well Nos. 2 and 3. 2. Legal Description of the Wells: Mleynek Well No. 1 is located in the SW 1/4 NE 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M., Jefferson County, Colorado, at a point approximately 1,530 feet from the North Section line and 1,470 feet from the East Section line of said Section 18. Pursuant to Policy Memo No. 99-1 of the State Engineer, Helen F. Mleynek, ("Mleynek"), requests conditional underground water rights for the Mleynek Well Nos. 2 and 3. The exact locations of the wells will not be known until the locations of the residences to be served are finally determined. However, the wells can generally be described as being within the S 1/2 NE 1/4 and the SE 1/4 NW 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M., Jefferson County, Colorado. 3.A. Source of Water: Ground water which is tributary Buffalo Creek, Bear Creek and the South Platte River. 3.B. Depth of Mleynek Well No. 1: 320 feet. Depth of Mleynek Well Nos. 2 and 3: 800 feet, approximate. Dates of Appropriation: Mleynek Well No. 1: April 14, 1976. Mleynek Well Nos. 2 and 3: December 27, 2004. 4.B. How Appropriation was Initiated: Issuance of a well permit by the Colorado Division of Water Resources and the filing of this Application. 4.C. Dates Water Applied to Beneficial Use: Mleynek Well No. 1: October 14, 1976. Mleynek Well Nos. 2 and 3: N/A. 5. Amount Claimed: Mleynek Well No. 1: 1.3 gallons per minute, Absolute and 13.7 gallons per minute, Conditional. Mleynek Wells Nos. 2 and 3: 15 gallons per minute, Conditional, for each well. 6. Uses: Ordinary household purposes inside a single family dwelling, the watering of domestic animals, irrigation and fire protection purposes. 7. Name and Address of Owner of Land and on which the New Wells will be Located: Helen F. Mleynek, as described above. 8.

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Remarks: The Permit for the Mleynek Well No. 1 was originally issued pursuant to C.R.S. Section 37-92-602. Upon approval of the plan for augmentation being requested, a new well permit application for the Well will be submitted to the State Engineer, along with a request that Permit No. 80722 be cancelled. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structures to be Augmented: The wells described in Claim No. 1, above. 2. Water Rights to be Used for Augmentation Purposes. a. Mleynek has entered into a contract with North Fork Associates, LLC to purchase 7.2 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 7.2 shares represent the right to receive 0.227 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 Priority MMRC Date No. Source Amount 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 NE 1/4 NE 1/4, Section 2, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado. 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%), 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 Priority MMRC Date No. Source Amount Entitlement December 1, 1861 4 Bear Creek 12.33 cfs 0.1541 cfs April 16, 1862 8 Turkey Creek 2.86 cfs 0.0358 cfs October 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 NE 1/4 SW 1/4 and the NW 1/4 SE 1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County, Colorado. Meadowview Reservoir was awarded a conditional water right in

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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. 2000CW060 and 2001CW293, and the currently pending claim in Case No. 94CW290. 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. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. Sections 37-92-103(9), 302(1)(2) and 305(8): a. Mleynek has subdivided a tract of land, consisting of approximately 40 acres, into three residential lots. The property is located in the S 1/2 NE 1/4 and the SE 1/4 NW 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M., Jefferson County, Colorado, and is depicted on the attached Exhibit "A." The water supply for the residences will be obtained from the Mleynek Well Nos. 1, 2 and 3. b. Wastewater from all in- building uses of water are or will be treated utilizing non-evaporative septic systems with soil absorption leach fields. Return flows are to Buffalo Creek. c. Based on prior engineering studies of similar residential subdivisions, it is assumed that the maximum average occupancy for each single family residence will be 3.5 persons per residence and that the per capita daily water usage will not exceed 80 gallons as an annual average. The augmentation plan will also cover the irrigation of 500 square feet of lawn grass, or equivalent gardens, per lot, and the watering of eight horses. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. Water requirements for horses are assumed to be 10 gallons per animal per day. The total volume of water required for the development is projected to be approximately 1.1 acre feet per year. d. Depletions associated with water which is used inside the single family residences will be based on a ten percent (10%) consumption factor. Consumption of lawn grass at this location is 1.0 acre foot per acre. All of the water supplied to horses is assumed to be consumed. Maximum stream depletions are not anticipated to exceed 0.227 of an acre foot per year. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April 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. g. Since the point of depletion associated with water use from the Mleynek Well Nos. 1, 2 and 3 is upstream of the Harriman Ditch headgate, Mleynek asserts an appropriative right of substitute supply and exchange pursuant to C.R.S. Sections 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, Colorado; thence up Bear Creek to the confluence of Bear Creek and Buffalo Creek located in the NW 1/4 NW 1/4 of Section 9, Township 5 South, Range 71 West, 6th P.M.; thence

December 2004 Resume Page 36 of 185 up Buffalo Creek to the points where depletions from the subject wells impact Buffalo Creek in the SE 1/4 NE 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in Buffalo Creek and Bear Creek as the depletions occur. The exchange may also be used to fill an on-site storage container if such a container is ever determined to be needed. The exchange will be administered with a priority date of December 27, 2004, at a maximum flow rate of 0.001 of a cubic foot per second. h. Mleynek believes and asserts that the depletions associated with the wells described herein, combined with depletions associated with other augmentation plans filed subsequent to 1994, will result in less than a one percent depletive effect on the instream flow water rights held by the Colorado Water Conservation Board on Bear Creek that were decreed in Case Nos. 94CW258, 94CW259 and 94CW260. 4. Name and Address of Owner of Land on which New Structures will be Located: Structures described in Paragraph No. 1: Helen F. Mleynek, as above described. WHEREFORE, Mleynek requests the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. Mleynek also requests a determination that the wells described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. Mleynek further requests the entry of an Order directing the State Engineer to issue permits for the construction and use of the subject wells. (8 pages and 1 exhibit).

04CW321 COLORADO STATE PARKS, 1313 Sherman Street, Room 618, Denver, CO 80203 (c/o Assistant Attorney General Susan J. Schneider, Office of the Attorney General, 1525 Sherman Street, 5th Floor, Denver, CO 80203 (303) 866-5046). APPLICATION FOR UNDERGROUND WATER RIGHTS, APPROVAL OF A PLAN FOR AUGMENTATION. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Name of Well and Permit, Registration or Denial Numbers: Chatfield Wetlands Well (permit pending). 2. Legal Description of the Well: SE1/4 NW1/4, S26, T6S, R69W of the 6th P.M., at a point approximately 1,850 feet South of the North Section line, and 1,375 feet East of the West Section line, in Jefferson County, Colorado. (The Chatfield Wetlands Well is a component of the Chatfield Wetlands Project, which lies within Chatfield State Park.) 3.A. Source of Water: groundwater tributary to the South Platte River. 3.B. Depth of Chatfield Wetlands Well: 10 feet. 4.A. Date of appropriation: January 8, 2004. 4.B. How Appropriation was Initiated: By construction, pump installation and testing of the well. 4.C. Date Water Applied to Beneficial Use: N/A. 5. Amount Claimed: 100 gallons per minute, conditional. 6. Proposed Uses: Irrigation, evaporative and transpiration losses from the Chatfield Wetland Project (Project). The Project, managed by Colorado State Parks, consists of 13.5 acres of wetland and shallow aquatic habitat lying adjacent to the South Platte River within Chatfield State Park. The average consumption of the wetlands is calculated to be 34.64 acre-feet per year. 7. Name and Address of Owner of Land on which the Well is or will be located: U.S. Army Corps of Engineers, 9307 South Wadsworth Blvd., Littleton, CO 80128. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION: 1. Names of Structures to be Augmented: Chatfield Wetlands Well (permit pending) and Colorado Golf and Turf, Inc. Well (Permit No. 1-24803-F, Case No. W-8034, Water Division No. 1). 2. Water Rights to be Used for Augmentation Purposes: Colorado State Parks has entered into an agreement with Denver Water whereby Denver Water will provide up to 41 acre-feet of water to replace out of priority depletions associated with State Parks use of the Chatfield Wetlands Well and the Colorado Golf and Turf Well. Denver Water owns water rights that may be used as a source of replacement water that may be either fully consumable water or decreed for replacement or municipal use. Water from these sources is physically available and can be delivered to the South Platte River from structures owned and operated by Denver Water upstream of the calling water right. Water will be released from storage, used directly, or

December 2004 Resume Page 37 of 185 discharged from a permitted wastewater facility at the discretion of Denver Water. The water rights owned by Denver Water that may be used in this augmentation plan are: a. Beery Ditch (Case No. W-7739-74), Appropriation Date: June 15, 1861. Pursuant to this decree, Applicant is entitled to divert and consumptively use 1,600 acre-feet annually. b. Brown Ditch (Case No. 86CW014), Appropriation Date: November 30, 1862. Pursuant to this decree, Applicant is entitled to divert and consumptively use 158 acre-feet annually. c. Nevada Ditch (Case No. 90CW172), Appropriation Dates: Priority No. 4 – August 30, 1861; Priority No. 19 – December 30, 1865. Pursuant to this decree, Applicant is entitled to divert and consumptively use 1,209 acre- feet annually. d. Last Chance Ditch (Case No. 92CW014), Appropriation Dates: Priority No. 14 – December 30, 1863; Priority No. 39 – March 3, 1868. Pursuant to this decree, Applicant is entitled to divert and consumptively use 498.6 acre-feet annually. e. Pioneer Union Ditch (Case No. 91 CW 100), Appropriation Dates: Priority No. 5 – December 10, 1861; Priority No. 11 – September 1, 1862. Pursuant to this decree, Applicant is entitled to divert and consumptively use 254 acre-feet annually. f. Hodgson Ditch (Case No. 91CW102), Appropriation Date: Priority No. 3 – June 1, 1861. Pursuant to this decree, Applicant is entitled to divert and consumptively use 44 acre-feet annually. g. Harriman Ditch (Case No. 91CW103), Appropriation Dates: Priority No. 23 – March 16, 1869; Priority No. 25 – May 1, 1871; Priority No. 30 – March 1, 1882. Pursuant to this decree, Applicant is entitled to divert and consumptively use 615.3 acre-feet annually. h. Robert Lewis Ditch (Case No. 91CW105), Appropriation Date: Priority No. 19 – October 1, 1865. Pursuant to this decree, Applicant is entitled to divert and consumptively use 207.78 acre-feet annually. i. Simonton Ditch (Case No. 91 CW 106), Appropriation Date: Priority No. 2 – December 25, 1860. j. Warrior Ditch (Case No. 91CW109), Appropriation Dates: Priority No. 4 – December 1, 1861; Priority No. 8 – April 16, 1862; Priority No. 14 – October 31, 1864. Pursuant to this decree, Applicant is entitled to divert and consumptively use 939.1 acre-feet annually. k. Blue River Diversion Project (Water District No. 36, Summit County Case Nos. 1805 and 1806 and Consolidated Case Nos. 2782, 5016, and 5017, U.S. District Court), Appropriation Date of June 24, 1946. l. Eagle-Piney Diversion Project (Water District 37, Eagle County, C.A. No. 1193), Appropriation Date of November 7, 1956. m. Eagle-Colorado, Straight Creek, Piney River Division Projects (Water District Nos. 36 and 37, C.A. Nos. 2371, 1529 and 1548), Appropriation Dates: November 28, 1971; November 30, 1971; January 21, 1957; and June 8, 1965. n. Fraser River and Williams Fork Diversion Projects (Water District No. 51, Grand County, C.A. No. 657), Appropriation Date of July 4, 1921. o. Darling Creek Extension of the Williams Fork Diversion Project (Water District 51, Grand County, C.A. No. 1430), Appropriation Date of August 26, 1953. p. Moffat Tunnel Collection System (Water District No. 51, Grand County, C.A. No. 1430), Appropriation Date of August 30, 1963. q. Hamilton-Cabin Creek Ditch, Extension and Enlargement of Hamilton-Cabin Creek Ditch, Meadow Creek Reservoir (Water District No. 51, Grand County, C.A. No. 657), Appropriation Date of July 2, 1932. r. LFH-1 Well (Permit Nos. 32363-F and 35393-F), withdrawing non-tributary water from the Laramie-Fox Hills Aquifer, decreed in Case No. 88CW149, W.D.1 for an average annual amount of 141 acre- feet. s. Antero Reservoir, 11-Mile Reservoir, Cheesman Reservoir refill decree (Water District 23, Park County, C.A. 3286), Appropriation Date of December 31, 1929. t. Strontia Springs Reservoir, (Case No. 80CW406), Appropriation Date of March 21, 1962. u. Chatfield Reservoir, (Case No. W-8783-77), Appropriation Date of December 28, 1977. v. DW/SAC Reservoir Water Supply Project (Case No. 01CW286, Pending), Appropriation Date of October 15, 1996. w. Denver Water can also release water from Chatfield Reservoir, Soda Lakes Reservoirs and Harriman Lake Reservoir in the amounts necessary to replace out-of-priority depletions that may result from the Chatfield Wetlands Project. 3. Statement of Plan for Augmentation: This plan shall replace out-of-priority depletions associated with the use of the Chatfield Wetland Well and the Colorado Golf and Turf Well. Both wells are tributary to the South Platte River. The Colorado Golf and Turf Well is located approximately 300 feet from the Chatfield Wetland Well.

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In prior years, the Colorado Golf and Turf Well was augmented by Groundwater Appropriators of the South Platte. The Chatfield Wetlands Well was constructed in 2004 to provide a permanent water supply for the Chatfield Wetlands Project. The well will be put into service in 2005. Groundwater pumped by the Chatfield Wetlands Well will be used to replace evaporative and transpiration losses from the Project. These losses vary seasonally and are estimated to average 34.64 acre-feet per year. Groundwater pumped from the Colorado Golf and Turf Well will be used for in-house uses and to wash golf carts at the Colorado Golf and Turf production facility, located northwest of Highway 121. Wastewater from these uses is treated through a leach field and/or enters an on-site storm water sewer. An average of 10 acre-feet per year is used at the facility, of which 1 acre-foot is consumed, assuming a 10% consumptive use rate. Because the Colorado Golf and Turf Well and the leach field are located further from the South Platte River, depletions to the stream are delayed. The timing of depletions for the Chatfield Wetland Project and uses at Colorado Golf and Turf, Inc. are shown in the following table. Timing of Depletions Associated with Chatfield Wetlands Project and Colorado Golf and Turf (acre-feet)

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total Chatfield Wetlands -0.406 -0.093 0.014 10.313 0.372 9.597 9.754 7.541 -1.492 -0.262 -0.153 -0.550 34.64 Project

CO Golf -0.099 -0.081 -0.092 -0.081 0.146 0.527 0.522 0.521 -0.079 -0.093 -0.091 -0.100 1.00 & Turf

TOTAL -0.505 -0.173 -0.078 10.231 0.51810.124 10.276 8.061 -1.571 -0.355 -0.244 -0.650 35.64 The Chatfield Wetlands Project will be operated by Colorado State Parks. Colorado State Parks will operate and account for the depletions from the Chatfield Wetland Project, including depletions from both the Chatfield Wetland well and the Colorado Golf and Turf well. Denver Water shall provide an amount of augmentation water to the South Platte River equal to out of priority depletions thereby preventing injury to the owners of or persons entitled to use water under vested water rights or decreed conditional water in the South Platte, and provide monthly accounting of these replacements to the State Engineer. 4. Name and Address of Owner of Land upon which Structures Are Located: U.S. Army Corps of Engineers, 9307 South Wadsworth Blvd., Littleton, CO 80128.

04CW322 EMJ SQUAW PASS, LLC, 2646 Julian Street, Denver, Colorado 80211, 303-518- 2242, (John M. Dingess, Esq. and Teri L. Petitt, Esq., Duncan, Ostrander & Dingess, P.C., 4600 S. Ulster Street, Suite 1111, Denver, Colorado 80237-2875, 303-779-0200). APPLICATION FOR CONDITIONAL UNDERGROUND WATER RIGHTS, IN CLEAR CREEK COUNTY. 1. Introduction: Squaw Pass, LLC (“Applicant”) is in the process of developing the Squaw Pass Resort to provide ski and snowboard terrain park recreational opportunities to the public. The conditional water rights requested herein are for the purpose of developing, maintaining, and operating the resort. 2. The Applicant Requests the Following Conditional Underground Water Rights: a. Names of Structures: i. Poseidon Well. 1. Source: Ground water tributary to Clear Creek in fractured granitic rock. 2. Well Permit Number: 257893. 3. Legal Description: SW ¼ SW ¼ of Section 24, Township 4 South, Range 73 West of the 6th PM, 1210 feet from the South section line and 424 feet from the West section line. The legal description for

December 2004 Resume Page 39 of 185 the above well site is based upon the Applicant’s best estimate of the most appropriate location for the well to be constructed as described herein. The Applicant requests the right to alter the location of the well to any point within the expanded boundaries of the Squaw Pass Resort, provided that the well is sited within 200 feet of the well site location described above. Applicant further requests that such right of relocation be granted without further necessity of filing any further amendments hereto, republishing notice or petitioning the Court for the reopening of any decree entered herein. 4. Well Depth: The depth to the bottom of the well is 605 feet. 5. Amount of water claimed: 75.0 gpm. The rate of diversion for any combination of well pumping for this well will be limited to a maximum rate of 0.17 c.f.s. (75.0 gpm) and an annual maximum amount of 30.0 acre-feet. ii. Crackin’ Well. 1. Source: Ground water tributary to Clear Creek in fractured granitic rock. 2. Well Permit Number: 257894. 3. Legal Description: SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1158 feet from the South section line and 496 feet from the East section line. The legal description for the above well site is based upon the Applicant’s best estimate of the most appropriate location for the well to be constructed as described herein. The Applicant requests the right to alter the location of the well to any point within the expanded boundaries of the Squaw Pass Resort, provided that the well is sited within 200 feet of the well site location described above. Applicant further requests that such right of relocation be granted without further necessity of filing any further amendments hereto, republishing notice or petitioning the Court for the reopening of any decree entered herein. 4. Well Depth: The depth to the bottom of the well is 605 feet. 5. Amount of water claimed: 75.0 gpm. The rate of diversion for any combination of well pumping for this well will be limited to a maximum rate of 0.17 c.f.s. (75.0 gpm) and an annual maximum amount of 30.0 acre-feet. iii. Eurotas Well. 1. Source: Ground water tributary to Clear Creek in fractured granitic rock. 2. Well Permit Number: 257895. 3. Legal Description: NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 2161 feet from the South section line and 310 feet from the East section line. The legal description for the above well site is based upon the Applicant’s best estimate of the most appropriate location for the well to be constructed as described herein. The Applicant requests the right to alter the location of the well to any point within the expanded boundaries of the Squaw Pass Resort, provided that the well is sited within 200 feet of the well site location described above. Applicant further requests that such right of relocation be granted without further necessity of filing any further amendments hereto, republishing notice or petitioning the Court for the reopening of any decree entered herein. 4. Well Depth: The depth to the bottom of the well is 465 feet. 5. Amount of water claimed: 75.0 gpm. The rate of diversion for any combination of well pumping for this well will be limited to a maximum rate of 0.17 c.f.s. (75.0 gpm) and an annual maximum amount of 30.0 acre-feet. iv. Wahoo Well. 1. Source: Ground water tributary to Clear Creek in fractured granitic rock. 2. Well Permit Number: 260147. 3. Legal Description: NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1887 feet from the South section line and 1026 feet from the East section line. The legal description for the above well site is based upon the Applicant’s best estimate of the most appropriate location for the well to be constructed as described herein. The Applicant requests the right to alter the location of the well to any point within the expanded boundaries of the Squaw Pass Resort, provided that the well is sited within 200 feet of the well site location described above. Applicant further requests that such right of relocation be granted without further necessity of filing any further amendments hereto, republishing notice or petitioning the Court for the reopening of any decree entered herein. 4. Well Depth: The depth to the bottom of the well is 465 feet. 5. Amount of water claimed: 100.0 gpm. The rate of diversion for any combination of well pumping for this well will be limited to a maximum rate of 0.21 c.f.s. (100.0 gpm) and an annual maximum amount of 30.0 acre-feet. v. Rock Star Well. 1. Source: Ground water tributary to Clear Creek in fractured granitic rock. 2. Well Permit Number: Pending Application. 3. Legal Description: NE ¼ SE ¼ of Section 23, Township 4 South, Range 73

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West of the 6th PM, 1665 feet from the South section line and 10 feet from the East section line. The legal description for the above well site is based upon the Applicant’s best estimate of the most appropriate location for the well to be constructed as described herein. The Applicant requests the right to alter the location of the well to any point within the expanded boundaries of the Squaw Pass Resort, provided that the well is sited within 200 feet of the well site location described above. Applicant further requests that such right of relocation be granted without further necessity of filing any further amendments hereto, republishing notice or petitioning the Court for the reopening of any decree entered herein. 4. Well Depth: The approximate depth to the bottom of the well to be constructed is estimated to be 800 feet. This depth is only approximate and may vary depending upon the local topography and the geohydrologic conditions actually encountered at the well site. 5. Amount of water claimed: 75.0 gpm. The rate of diversion for any combination of well pumping for this well will be limited to a maximum rate of 0.17 c.f.s. (75.0 gpm) and an annual maximum amount of 30.0 acre-feet. vi. Stoked Well. 1. Source: Ground water tributary to Clear Creek in fractured granitic rock. 2. Well Permit Number: Pending Application. 3. Legal Description: SW ¼ SW ¼ of Section 24, Township 4 South, Range 73 West of the 6th PM, 594 feet from the South section line and 75 feet from the West section line. The legal description for the above well site is based upon the Applicant’s best estimate of the most appropriate location for the well to be constructed as described herein. The Applicant requests the right to alter the location of the well to any point within the expanded boundaries of the Squaw Pass Resort, provided that the well is sited within 200 feet of the well site location described above. Applicant further requests that such right of relocation be granted without further necessity of filing any further amendments hereto, republishing notice or petitioning the Court for the reopening of any decree entered herein. 4. Well Depth: The approximate depth to the bottom of the well to be constructed is estimated to be 800 feet. This depth is only approximate and may vary depending upon the local topography and the geohydrologic conditions actually encountered at the well site. 5. Amount of water claimed: 75.0 gpm. The rate of diversion for any combination of well pumping for this well will be limited to a maximum rate of 0.17 c.f.s. (75.0 gpm) and an annual maximum amount of 30.0 acre-feet. b. Annual Diversion Amount: Applicant will operate a system of six (6) wells on its property. These wells are described in detail in paragraph 2.a. The total annual diversion from the entire system shall not exceed 30.0 acre-feet. This aggregate diversion amount shall be used as outlined in paragraph f., below. c. Construction of Wells: Applicant requests a determination by this Court that the underlying water rights are not deemed to be extinguished by the Applicant’s failure to construct any of its wells within the period of time specified in any well permits issued for such wells by the State Engineer. d. Date and Manner of Appropriation: The Applicant seeks an appropriation date of July 5, 2004 for the conditional water rights associated with these wells. On that date the Applicant commenced drilling test wells on the site necessary for the purpose of developing these water rights. The Applicant has continued to perform on-site work, to secure professional assistance on development and possible locations of the wells, to appear at public meetings before Clear Creek County agencies regarding the development of the resort and these water rights, and to prepare and file this Application. e. Date Water Applied to Beneficial Use: Not applicable. Conditional water rights requested. f. Uses and proposed uses for the wells described above: Applicant shall make use of the water diverted at the Squaw Pass Resort and on the surrounding lands for the following purposes: Domestic, sanitary, snowmaking, irrigation, industrial, stock watering, commercial, mechanical, recreational (including fish and wildlife), fire protection, storage and subsequent application to beneficial uses; exchange purposes, recharge purposes and for the replacement, exchange, or augmentation of diversions. In addition to the initial storage of such water, Applicant claims the rights to sell, lease or otherwise exercise the power of disposition over such water, as well as the rights to store for use, re-use, successive use and disposal of such water to extinction. The Applicant also claims the

December 2004 Resume Page 41 of 185 right to fill and refill storage sites, and to carryover stored water on the same terms, with the same appropriation date and for the same purposes as are described above in this subparagraph. g. Names and Addresses of owners or reputed owners of land on which wells are to be constructed: Applicant. h. Remarks pertaining to proposed uses: Based upon the Applicant’s fiscal condition, as well as the availability of water for the purposes intended, the Applicant has the intention, the authority and the financial capacity to, and can and will, divert, capture, possess, control and beneficially use the water rights involved in this matter and that the project can and will be completed within a reasonable time. Further, the operation of the water rights will depend upon water demands that will fluctuate from year to year and vary with the availability of water in the stream. Accordingly, the Court should not arbitrarily establish a time for which the Applicant must make absolute the entire amount of the water rights requested. Rather, the timing of that process is best treated as provided in C.R.S. § 37-92-301(4). The appropriations requested in this application are needed to serve the Applicant’s present and future water supply requirements for the Squaw Pass Resort. Applicant reasonably believes that it has such needs and is committed to develop the entire amount of each conditional water right requested herein. By undertaking planning, engineering, legal efforts, construction, and other activities that become necessary and apparent, Applicant can and will be able to diligently complete the conditional appropriations requested herein within a reasonable time and be able to apply to beneficial use and exchange the full amount of each of the conditional appropriations requested herein. Applicant has the requisite intention and necessary financial capacity to complete the tasks necessary to divert, exchange, capture, possess, control and beneficially use the water rights herein requested. Applicant will use appropriate measuring devices and develop and use accounting sheets as required by the office of the Division Engineer for Water Division 1. Accounting and reporting will be provided as requested by the Division Engineer for Water Division 1. Attached to this Application as Exhibit A is a map illustrating the approximate locations of the wells described herein. Also attached to this Application as Exhibits B, C, D and E are copies of the well permits for the Poseidon, Crackin’, Eurotas and Wahoo wells, described herein. 3. Prayers for Relief: a. The Applicant respectfully requests this Court grant a decree for the conditional water rights requested. b. The Applicant further requests this Court grant a priority date for each of the rights which are the subject of this Application of July 5, 2004, and an adjudication date relating back to the filing of this Application. c. Applicant further requests this Court find that the subject wells are part of a unified system for the gathering, treatment and/or distribution of water for the Squaw Pass Resort. The Applicant’s ability to complete and make absolute the conditional appropriative rights for the wells to be constructed is dependent on several factors; therefore, for purposes of showing diligence and completing the construction of the six wells, diligence as to any part of the Applicant’s water rights system for the Squaw Pass Resort which is used to operate or benefit from the construction of the six wells described herein, shall be considered diligence as to completion of the construction of the wells. d. Applicant further requests this Court allow such rights to remain conditionally decreed subject to the Applicant’s obligation to demonstrate diligence or completion of the appropriation on a sexennial basis. e. Applicant further requests this Court also grant such additional relief that it deems necessary and appropriate to further the purposes of this appropriations requested herein. (9 pages and 5 attachments)

04CW323 EMJ SQUAW PASS, LLC, 2646 Julian Street, Denver, Colorado 80211, 303-518- 2242, (John M. Dingess, Esq. and Teri L. Petitt, Esq., Duncan, Ostrander & Dingess, P.C., 4600 S. Ulster Street, Suite 1111, Denver, Colorado 80237-2875, 303-779-0200). APPLICATION FOR PLAN FOR AUGMENTATION AND CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE, IN CLEAR CREEK COUNTY. 1. Introduction: Squaw Pass, LLC (“Applicant”) is in the process of developing the Squaw Pass Resort to provide ski and snowboard terrain park recreational opportunities to the public. The conditional water rights

December 2004 Resume Page 42 of 185 requested herein are for the purpose of developing, maintaining, and operating the resort. 2.The Applicant Requests the Following Plan For Augmentation including Appropriative rights of Exchange: a. Name and location of structures to be augmented: i. Poseidon Well: The well is located in the SW ¼ SW ¼ of Section 24, Township 4 South, Range 73 West of the 6th PM, 1210 feet from the South section line and 424 feet from the West section line. The Poseidon Well withdraws water from alluvial ground water tributary to Clear Creek. ii. Crackin’ Well: The well is located in the SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1158 feet from the South section line and 496 feet from the East section line. The Crackin’ Well withdraws water from alluvial ground water tributary to Clear Creek. iii. Eurotas Well: The well is located in the NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 2161 feet from the South section line and 310 feet from the East section line. The Eurotas Well withdraws water from alluvial ground water tributary to Clear Creek. iv. Wahoo Well: The well is located in the NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1887 feet from the South section line and 1026 feet from the East section line. The Wahoo Well withdraws water from alluvial ground water tributary to Clear Creek. v. Rock Star Well: The well is located in the NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1665 feet from the South section line and 10 feet from the East section line. The Rock Star Well withdraws water from alluvial ground water tributary to Clear Creek. vi. Stoked Well: The well is located in the SW ¼ SW ¼ of Section 24, Township 4 South, Range 73 West of the 6th PM, 594 feet from the South section line and 75 feet from the West section line. The Stoked Well withdraws water from alluvial ground water tributary to Clear Creek. vii. Upper Reservoir No. 1: The reservoir is located in the SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 290 feet from the East Section line and 1090 feet from the South Section line in Clear Creek County, Colorado. The source of water used to fill the reservoir is alluvial ground water tributary to Clear Creek. viii. Upper Reservoir No. 2: The reservoir is located in the SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 230 feet from the East section line and 1260 feet from the South section line in Clear Creek County, Colorado. The source of water used to fill the reservoir is alluvial ground water tributary to Clear Creek. ix. Warren Gulch Reservoir No. 1: The reservoir is located in the SW ¼ SW ¼ of Section 13, Township 4 South, Range 73 West of the 6th PM, 700 feet from the West section line and 640 feet from the South section line in Clear Creek County, Colorado. The reservoir is on-channel receiving its source of supply from Warren Gulch, tributary to Little Bear Creek, tributary to Clear Creek and from the six ground water wells described above. b. Descriptions of water rights to be used for augmentation: i. Direct Flow Water Rights: Applicant may obtain augmentation water by purchase or lease from the sources described below. 1. Vidler Tunnel Rights: a. Rice Ranch Rights: Previously decreed by the District Court for Water Division 5 in Case Nos. 217 and W- 2110. b. Arduser Ditch Rights: Previously decreed by the Summit County District Court in Civil Action Nos. 1709 and 2350. c. Description: The Vidler Tunnel collects water attributable to the Rice Ranch Rights and the Arduser Ditch Rights from unnamed tributaries of Peru Creek, a tributary of the Snake River, in Sections 9, 16, 17 and 20, Township 5 South, Range 75 West of the 6th P.M. in Summit County, Colorado. The precise legal descriptions, amounts, and appropriation dates of these collection points are contained in the decrees for Case Nos. W-217 and W-2110, Water Division 5 and Civil Action Nos. 1709 and 2350, Summit County District Court. d. The water is collected from tributaries of the Snake River, as described above, and delivered to the west portal of the Vidler Tunnel for transport to the Eastern Slope and delivery in the Upper Clear Creek watershed in the South Platte River Basin. The west portal of the Vidler Tunnel is located in Section 9, Township 5 South, Range 75 West of the 6th P.M. in Summit County, Colorado, at a point from which the SW corner of said Section 9 bears S.85°14’08”W., 3,361 feet. The eastern portal of the Vidler Tunnel is located in Section 10, Township 5 South, Range 75 West of the 6th P.M. in Clear Creek County, Colorado, at a point from which the NW

December 2004 Resume Page 43 of 185 corner of Section 10, Township 5 South, Range 75 West of the 6th P.M., bears N. 39°04”43” E. 9,185.0 feet. e. The total amount decreed to the Vidler Tunnel is 361 acre feet annually. 2. Henderson Mine Water: a. Water from the fractures in the rock above and surrounding the Henderson Mine, located in Clear Creek and Grand Counties, Colorado, decreed as nontributary, developed water by the District Court for Water Division 1 in Case Nos. W-7158, W-7158-77, 81CW275 and 85CW235 and the District Court for Water Division 5 in Case Nos. W-1700 and W-1700A-77. b. Legal Description: Beginning at a point at the center of Shaft No. 1 whence USLM Mineral Monument Rue bears N. 73 Degrees 42’ E. a distance of 3208.4 feet. This is an unsurveyed area but appears to be in Section 25, Township 3 South, Range 76 West of the 6th P.M., in Clear Creek County. An alternate point of diversion (Henderson Shaft No. 2) is located beginning at a point at the center of Shaft No. 2 whence USLM Mineral Monument Rue bears N. 77 degrees 16’ 46” E. a distance of 4931.33 feet. This is an unsurveyed area but appears to be in Section 25, Township 3 South, Range 76 West of the 6th P.M. in Clear Creek County. i. The Rue Monument is located at North Latitude 39 Degrees 46’ 17” and West Longitude 105 Degrees 49’ 58”. c. Source: Nontributary ground water from the Henderson Mine. d. Appropriation Date: April 1, 1967. e. Amount: 5.0 cfs absolute from Water Division 1; 0.349 cfs absolute from Water Division 5. f. Use: Industrial, domestic, irrigation, municipal, piscatorial, recreational, and all other lawful uses. ii. Storage Rights: Applicant also proposes to provide water for augmentation from releases from storage in reservoirs located in the Clear Creek watershed including, but not limited to, the following: 1. Upper Reservoir No. 1: See paragraph 2.a.vii., above. 2. Upper Reservoir No. 2: See paragraph 2.a.viii., above. 3. Warren Gulch Reservoir No. 1: See paragraph 2.a.ix., above. 4. Golden Reservoir No. 1: Located in the NW¼ SW¼ of Section 29, Township 3 South, Range 74 West of the 6th P.M., in Clear Creek County. The right (south) abutment of the dam is located at a point whence the SE corner of Section 29, Township 3 South, Range 74 West of the 6th P.M. bears S. 66°25’ E. a distance of 4842 feet. The active capacity of this reservoir is 450 acre-feet and the dead storage is 150 acre-feet. 5. Golden Reservoir No. 2: Located in the N½ SW¼ and the NW¼ SE¼ of Section 29, Township 3 South, Range 74 West of the 6th P.M., in Clear Creek County. The right (south) abutment of the dam is located at a point whence the SE corner of Section 29, Township 3 South, Range 74 West of the 6th P.M. bears S. 56°48’ E. a distance of 2792 feet. The active capacity of this reservoir is 850 acre-feet and the dead storage is 150 acre-feet. 6. Golden Reservoir No. 3: Located in the N½ SE¼ of Section 29, Township 3 South, Range 74 West of the 6th P.M., in Clear Creek County. The right (south) abutment of the dam is located at a point whence the SE corner of Section 29, Township 3 South, Range 74 West of the 6th P.M. bears S. 21°44’ E. a distance of 2031 feet. The active capacity of this reservoir is 875 acre-feet and the dead storage is 125 acre-feet. Permission of the owner(s) of the above-described Golden Reservoir Nos. 1, 2 and 3 will be obtained by the Applicant prior to use of storage space therein pursuant to this augmentation plan. iii. Snowmaking Return Flows: Applicant proposes to replace out-of-priority depletions by using stream credits resulting from the return flows that accrue to Clear Creek from the artificial snow made by the Applicant at the Squaw Pass Resort with water diverted from the six wells described above in paragraphs 2.a.i. through 2.a.vi., which diversions have been fully augmented with developed, foreign or other reusable water as described above in paragraph 2.b. Applicant is entitled to make a succession of uses of developed or foreign water, by exchange or otherwise, to the extent that its volume can be distinguished from the volume of the stream into which it is introduced. Artificial snowmaking return flows will be quantified and reused for the purpose of augmenting out-of-priority depletions occurring at the time such return flows are present in the stream. These return flows may be used and reused until extinction and may be stored directly or by exchange for later release for augmentation purposes. iv. Other Rights: Other transbasin sources, fully consumable in-basin water rights which are available for the uses described above, and decreed nontributary sources which the Applicant adjudicates, buys, leases or otherwise

December 2004 Resume Page 44 of 185 acquires in the future. c. Historical Use: i. Vidler Tunnel Water: The Vidler Tunnel was decreed in 1974 as a transmountain diversion of water rights, which had been used historically for irrigation and agricultural purposes. Because the diversions have been limited to historical consumptive use, additional data on historical use is not provided. ii. The Henderson Mine water rights were decreed for industrial, domestic, irrigation, municipal, piscatorial, recreational, and all other lawful purposes. Because the Henderson Mine water rights are nontributary, data on historical use is not provided. d. Statement of Plan for Augmentation including Appropriative Rights of Exchange: The Applicant will divert water for snowmaking and domestic uses at the planned resort. All out-of-priority diversions will be fully augmented through use of various direct flow and storage water rights as described below. i. Snowmaking Water Use: The Applicant will divert water for snowmaking purposes over the period September 20th through February 15th of each year. The sources of supply include the six wells and three on-site reservoirs including Upper Reservoir No. 1, Upper Reservoir No. 2 and Warren Gulch Reservoir No. 1 described in paragraph 2.a. above. Under the Applicant’s initial development plan, snowmaking activities will potentially take place on approximately 42 acres of existing ski trail plus various “terrain park” features. It is estimated that on average, approximately 25 to 30 acres of the 42 acre total will receive snowmaking application. In total, approximately 31 acre feet of water will be diverted annually for snowmaking purposes. Most water diverted for snowmaking returns to the stream system as snowmelt during spring and early summer. A water balance analysis was completed for average, dry and wet year conditions in order to identify consumptive water use and associated return flow patterns. The study indicates that approximately 76% to 89% of the water applied as snowmaking returns to the stream as seasonal snowmelt. Of the 31 acre feet of water that will be diverted annually for snowmaking purposes, 23.6 to 27.6 acre feet will return to the stream system during snowmelt. Approximately 3.4 to 7.4 acre feet will be consumed. The impact of snowmaking on area streams is dependent upon its source of supply. Water originating from one or more of the proposed on-site reservoirs will not impact the stream system at the time of use. As long as the reservoirs were previously filled under one or more of the water right exchanges outlined below, no additional augmentation for snowmaking is necessary. Water originating from one or more of the ground water wells will impact the stream system and require augmentation. A delayed stream depletion analysis was completed in order to identify the amount and timing of depletions caused by such withdrawals on area streams. The analysis indicates that the stream depletions and associated augmentation requirements will extend well beyond the snowmaking season. ii. Restaurant Water Use: The Applicant will develop one or more small mountain restaurants with kitchen and restroom facilities. Based upon water use records at other Colorado Ski resorts, it is estimated that the Squaw Pass facilities will divert up to 2.5 acre feet of water annually. The wastewater generated on-site will be treated by a septic, leachfield system and all treated effluent returned to the ground water system. The consumptive water use is estimated to be a maximum 10% of the diversion amount. iii. Plan for Augmentation Including Exchange: Applicant proposes to replace out-of-priority depletions caused by snowmaking and domestic diversions by: (1) bypass of the direct flow water rights described above in paragraph 2.b.i.; (2) releases of water from storage from any one or a combination of the reservoirs described above in paragraph 2.b.ii., and (3) use of stream credits which result from the return flows that accrue to Clear Creek from the artificial snow made by the Applicant at the resort. To the extent that any out-of-priority depletions are replaced to the Clear Creek system at points downstream of the actual depletion, the Applicant requests an appropriative right of exchange with an appropriation date of July 5, 2004, based on work performed at the Squaw Pass Resort to develop, design and quantify this augmentation plan, work performed toward obtaining contractual arrangements for the use of the water sources described above, and the filing of this Application. 1. Bypass of Direct Flow Water Rights: Applicant will use the water rights described in paragraph 2.b.i. to directly replace out-of-priority depletions.

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These direct flow water rights are introduced into the upper Clear Creek system and originate from non-native sources. Such releases will be used to directly off-set any calculated stream depletions occurring during the same time period. 2. Storage Releases: Applicant proposes to place the water rights described in paragraph 2.b.i. that are not used for direct replacement purposes into storage in one or more reservoirs by exchange. Once in storage the water is available to release as necessary to further augment any of the Applicant’s out-of-priority stream depletions. The Applicant also proposes to place into storage snowmaking return flows that occur during the spring and early summer period. Storage of this water is possible as the original diversions were fully augmented by non-native fully consumable water sources. In order to place the direct flow rights and snowmaking return flows into storage, the Applicant seeks confirmation of three appropriative rights of exchange as described more fully in paragraph 2.d.iv. below. 3. Snowmaking return flow credit: Applicant will use stream credit resulting from snowmaking return flows to augment out-of-priority depletions. Use of such return flows is possible because the original snowmaking diversions were already augmented with fully consumable non-native water as described in paragraph 2.b.i. Snowmaking return flows will be quantified and used to augment out-of-priority depletions occurring at the same time that the return flows are present in the stream. iv. Appropriative Rights of Exchange: In order to effectuate the plan for augmentation as described above, the Applicant seeks a series of water right exchanges as described below. 1. West Clear Creek Exchange: Applicant will store water in the Golden Reservoir Nos. 1 through 3 as described in paragraph 2.b.ii. in exchange for water introduced into upper Clear Creek from sources identified in paragraph 2.b.i. that were not otherwise used for direct augmentation uses. The rate of the exchange will equal the actual rate of delivery of non- native water in upper Clear Creek, limited to a maximum exchange rate of 2.0 cfs. The exchange reach includes West Clear Creek from its confluence with Clear Creek located in the SE¼ Section 27, Township 3 South, Range 74 West of the 6th P.M. upstream to the points of diversion of the Golden Reservoir Nos. 1 through 3 as described in paragraph 2.b.ii. above. 2. Little Bear Creek/Warren Gulch Exchange: Applicant will store water in one or more of its on-site reservoirs in exchange for the non-native water introduced into upper Clear Creek and not otherwise used for direct augmentation purposes. The source of non-native water is identified in paragraph 2.b.i. and the location of on-site storage is described in paragraph 2.b.ii. The rate of exchange will equal the actual rate of delivery of non-native water into upper Clear Creek, limited to a maximum exchange rate of 2.0 cfs. The exchange reach includes Little Bear Creek and Warren Gulch beginning at a downstream location at the confluence of Clear Creek and Little Bear Creek located in the SW¼ Section 36, Township 3 South, Range 73 West of the 6th P.M. and extending upstream to the points of on-site storage as described in paragraph 2.b.ii. 3. Warren Gulch Exchange: Applicant will store water in one or more of its on-site reservoirs in exchange for the delivery of water into lower Warren Gulch and Clear Creek in the form of snowmaking return flows. The timing and rate of exchange will equal the actual snowmelt runoff as measured on-site, limited to a maximum exchange rate of 2.0 cfs. The exchange reach extends from a downstream point located on Warren Gulch in the SW¼, Section 13, Township 4 South, Range 73 West of the 6th P.M. upstream to the various points of on-site storage as described in paragraph 2.b.ii. 4. Clear Creek Exchange: Applicant will store water in one or more of the Golden Reservoir Nos. 1 through 3 described in paragraph 2.b.ii. in exchange for the delivery of water into Clear Creek in the form of snowmaking return flows. The timing and rate of exchange will equal the actual snowmelt runoff as measured on-site, limited to a maximum exchange of 2.0 cfs. The exchange reach extends from a downstream location at the confluence of Clear Creek and Little Bear Creek, located in the SW¼ Section 36, Township 3 South, Range 73 West of the 6th P.M., and extending upstream to the points of storage of Golden Reservoir Nos. 1 through 3 located on West Clear Creek as described in paragraph 2.b.ii above. The locations of the four exchanges described above are shown in Exhibit A, location map, attached hereto. i. Right of

December 2004 Resume Page 46 of 185 transfer or sale: Applicant requests the right to transfer, sell, or dispose of any excess augmentation credit which is not needed to replace out-of-priority stream depletions. ii. Reuse: Applicant requests the right to use, reuse and consecutively use to extinction all of the water so exchanged for augmentation, further exchange, replacement of depletions, snowmaking, municipal, domestic, industrial, commercial, irrigation, recreation, and fish and wildlife, provided the source of replacement was also fully reusable. e. Date and Manner of Appropriation: The Applicant seeks an appropriation date for each of the conditional water rights associated with the appropriative rights of exchange described herein of July 5, 2004. On that date the Applicant commenced physical work at the site of the proposed resort necessary for the purpose of developing these water rights. The Applicant has continued to perform on-site work, to secure professional assistance to develop these water rights, to appear at public meetings before Clear Creek County agencies regarding the development of the resort and these water rights, and to prepare and file this Application. f. Date water applied to beneficial use: Not applicable. Conditional water rights requested. g. Proposed uses: Applicant will make use of the water made available by the subject water rights at the Squaw Pass Resort and on the surrounding lands for the following purposes: Domestic, sanitary, snowmaking, irrigation, industrial, stock watering, commercial, mechanical, recreational (including fish and wildlife), fire protection, storage and subsequent application to beneficial uses; exchange purposes, recharge purposes and for the replacement, exchange, or augmentation of diversions. In addition to the initial storage of such water, Applicant claims the rights to sell, lease or otherwise exercise the power of disposition over such water, as well as the rights to store for use, re-use, successively use and disposal of all such water to extinction. The Applicant also claims the right to fill and refill storage sites, and to carryover stored water on the same terms, with the same appropriation date and for the same purposes as are described above in this subparagraph. h. Names and addresses of owners of land upon which structures are or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: i. EMJ Squaw Pass, LLC, 2646 Julian Street, Denver, Colorado 80211. ii. The City of Golden, Colorado, 911 10th Street, Golden, Colorado 80401. iii. U.S. Forest Service, Dillon Ranger District, P.O. Box 620, Silverthorne, Colorado 80498. iv. Glenda M. Guanella, P.O. Box 128, Empire, Colorado 80438-0128. v. Sally A. Buckland, P.O. Box 56,Empire, Colorado 80438-0056. vi. U.S. Forest Service, Clear Creek Ranger District, P.O. Box 3307, Idaho Springs, Colorado 80452. vii. Bruce and Catherine Russell, 12719 William Dowdell Road, Cypress, Texas 77429. viii. Climax Molybdenum Company, A Phelps Dodge Company, P.O. Box 68, Empire, Colorado 80438. i. Remarks: i. Applicant asserts that the proposed water rights will not injuriously affect other water users or those entitled to use vested or conditionally decreed water rights. Applicant further asserts that intervening users between the sites of depletion and the sites of replacement for the proposed exchanges will not be injured, and the requested exchanges will be operated only if there is no injury to intervening water rights senior to July 5, 2004. ii. The plan for augmentation and exchanges requested in this Application are needed to serve the present and future water supply requirements of the Squaw Pass Resort. Applicant reasonably believes it has such needs and it is committed to develop the entire amount of each request. By undertaking planning, engineering, legal efforts, construction, and other activities that become necessary and apparent, Applicant can and will be able to diligently complete, within a reasonable time and be able to apply to beneficial use, the plan for augmentation and exchanges requested herein. Applicant has the requisite intention and necessary financial capacity to complete the tasks necessary to divert, capture, possess, control and beneficially use the water rights herein requested. iii. Operation of the requested exchanges will depend upon the water demands of the Applicant which will fluctuate from year to year and vary with the availability of the exchange capacity in the stream and other water supplies. Therefore, the Applicant requests that the Court not arbitrarily establish a time for which the Applicant must make absolute the entire amount of exchanges requested, and the

December 2004 Resume Page 47 of 185 timing of that process be treated as provided in C.R.S. § 37-92-301(4). iv. Water withdrawn by the Applicant pursuant to this plan for augmentation will be fully reusable by the Applicant provided the source of replacement was also fully reusable. v. The water to be replaced under this plan for augmentation will be of a quality and quantity so as to meet the requirements for which the water of senior appropriators has normally been used in compliance with C.R.S. § 37- 92-305(5). vi. Applicant further requests this Court find that the subject plan for augmentation and appropriative rights of exchange are part of a unified system for gathering, treatment and distribution of water for the Squaw Pass Resort. The operation of the exchanges requested are not only dependant upon the Applicant’s demand and the exchange potential available, but are also affected by the yield of other water rights and exchanges operated by the Applicant. The existence of other water rights and exchanges is necessary in order to allow the Applicant to plan for growth and maintain flexibility and reliability in its water supply system. Therefore, for purposes of showing the diligent completion of the rights requested under this Application, the Applicant requests that diligence as to any part of its water rights system which is used to operate or benefits from the rights herein requested should be construed as diligence toward the completion of the water rights herein requested. vii. Attached to this Application as Exhibit A is a map which illustrates the location of the points of exchange and facilities herein described. 3. Prayers for Relief: a. The Applicant respectfully requests this Court grant a decree for plan for augmentation and conditional appropriative rights of exchange from the sources herein listed at the rates herein listed. b. The Applicant further requests this Court grant a priority date for each of the appropriative rights of exchange which are the subject of this Application of July 5, 2004, and an adjudication date relating back to the filing of this Application. c. Applicant further requests this Court allow such rights to remain conditionally decreed subject to the Applicant’s obligation to demonstrate diligence or completion of the appropriation on a sexennial basis. d. Applicant further requests this Court also grant such additional relief that it deems necessary and appropriate to further the purposes of this appropriations requested herein. (15 pages and 1 attachment)

04CW324 EMJ SQUAW PASS, LLC, 2646 Julian Street, Denver, Colorado 80211, 303-518- 2242, (John M. Dingess, Esq. and Teri L. Petitt, Esq., Duncan, Ostrander & Dingess, P.C., 4600 S. Ulster Street, Suite 1111, Denver, Colorado 80237-2875, 303-779-0200). APPLICATION FOR CONDITIONAL WATER STORAGE RIGHTS, IN CLEAR CREEK COUNTY. 1. Introduction: EMJ Squaw Pass, LLC (“Applicant”) is in the process of developing the Squaw Pass Resort to provide ski and snowboard terrain park recreational opportunities to the public. The conditional water rights requested herein are for the purpose of developing, maintaining, and operating the resort. 2. The Applicant Requests the Following Conditional Water Storage Rights: a. Name of Reservoir: Upper Reservoir No. 1 (ST-3). i. Legal Description of Reservoir: Location of Dam: SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 290 feet from the East Section line and 1090 feet from the South Section line in Clear Creek County, Colorado. ii. Sources of Water Supply: 1. Poseidon Well: Located in the SW ¼ SW ¼ of Section 24, Township 4 South, Range 73 West of the 6th PM, 1210 feet from the South section line and 424 feet from the West section line. 2. Crackin’ Well: Located in the SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1158 feet from the South section line and 496 feet from the East section line. 3. Eurotas Well: Located in the NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 2161 feet from the South section line and 310 feet from the East section line. 4. Wahoo Well: Located in the NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 1887 feet from the South section line and 1026 feet from the East section line . 5. Rock Star Well: Located in the NE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th P.M., 1665 feet from the South section line and 10 feet from the East section line. 6. Stoked Well: Located in the SW ¼ SW ¼ of Section 24, Township 4 South, Range 73 West of the 6th P.M., 594 feet from the South section

December 2004 Resume Page 48 of 185 line and 75 feet from the West section line. iii. Amount Claimed: 2.98 acre-feet, conditional. Off channel reservoir rate of diversion for filling: 1.0 c.f.s., conditional. iv. Surface Area at High Water Line: 0.44 acres, Maximum Height of Dam: 10.0 feet, Length of Dam: 370.0 feet. v. Total Capacity of Reservoir: 2.98 acre-feet. Active Capacity: 2.98 acre-feet. Dead Storage: 0.0 acre-feet. b. Name of Reservoir: Upper Reservoir No. 2 (ST-5). i. Legal Description of Reservoir: Location of Dam: SE ¼ SE ¼ of Section 23, Township 4 South, Range 73 West of the 6th PM, 230 feet from the East section line and 1260 feet from the South section line in Clear Creek County, Colorado. ii. Sources of Water Supply: The reservoir will be filled by the six ground water wells described above in paragraph 2.a.ii. iii. Amount Claimed: 2.49 acre-feet, conditional. Off channel reservoir rate of diversion for filling: 1.0 c.f.s., conditional. iv. Surface Area at High Water Line: 0.36 acres. Maximum Height of Dam: 10.0 feet. Length of Dam: 325.0 feet. v. Total Capacity of Reservoir: 2.49 acre-feet. Active Capacity: 2.49 acre-feet. Dead Storage: 0.0 acre-feet. c. Name of Reservoir: Warren Gulch Reservoir No. 1 (LT-2). Legal Description of Reservoir: Location of Dam: SW ¼ SW ¼ of Section 13, Township 4 South, Range 73 West of the 6th PM, 640 feet from the West section line and 900 feet from the South section line in Clear Creek County, Colorado. ii. Sources of Water Supply: 1. The reservoir is on-channel receiving its source of supply from Warren Gulch, tributary to Little Bear Creek, tributary to Clear Creek. 2. The reservoir will also be filled by the six ground water wells described above in paragraph 2.a.ii. iii. Amount Claimed: 47.8 acre-feet, conditional. On- channel reservoir rate of diversion for filling: 4.0 c.f.s., conditional. iv. Surface Area at High Water Line: 2.6 acres. Maximum Height of Dam: 50.0 feet, Length of Dam: 190.0 feet. v. Total Capacity of Reservoir: 47.8 acre-feet. Active Capacity: Unknown at this time. Dead Storage: Unknown at this time. d. Date and Manner of Appropriation: The Applicant seeks an appropriation date of July 5, 2004 for the conditional water storage rights associated with these three reservoirs. On that date the Applicant commenced physical work at or near the proposed reservoir sites necessary for the purpose of developing these water rights. The Applicant has continued to perform on-site work, to secure professional assistance on possible locations for the reservoirs, to appear at public meetings before Clear Creek County agencies regarding the development of the resort and these water rights, and to prepare and file this application. e. Date Water Applied to Beneficial Use: Not applicable. Conditional water rights requested. f. Source: Ground water tributary to Clear Creek as outlined above in paragraph 2.a.ii. and surface water from Warren Gulch, including the recapture of snowmaking return flows. g. Proposed Uses: Applicant will make use of the water at the Squaw Pass Resort and the surrounding lands for the following purposes: Domestic, sanitary, snowmaking, irrigation, industrial, stock watering, commercial, mechanical, recreational (including fish and wildlife), fire protection, storage and subsequent application to beneficial uses; exchange purposes, recharge purposes and for the replacement, exchange, or augmentation of diversions. In addition to the initial storage of such water, Applicant claims the rights to sell, lease or otherwise exercise the power of disposition over such water, as well as the rights to store for use, re-use, successive use and disposal of all such water to extinction. The Applicant also claims the right to fill and refill said reservoirs, and to carryover stored water on the same terms, with the same appropriation date and for the same purposes as are described above in this subparagraph. h. Names and addresses of owners of land where the dams will be located and land within the high water line: Applicant. i. Remarks Concerning Water Storage Rights: Based upon the Applicant’s fiscal condition, as well as the availability of water for the purposes intended, the Applicant has the intention, the authority and the financial capacity to, and can and will, divert, capture, possess, control and beneficially use the storage rights involved in this matter and that the project can and will be completed within a reasonable time. Further, the operation of the storage rights will depend upon water demands that will fluctuate from year to year and vary with the availability of water in the stream. Accordingly, the Court should not arbitrarily establish a time for which the Applicant must make absolute the entire amount of the water storage rights requested. Rather, the timing of that process is best treated as provided in C.R.S. § 37-92-301(4). Applicant will use appropriate measuring devices and develop and use accounting sheets as required by the office of the

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Division Engineer for Water Division 1. Accounting and reporting will be provided as requested by the Division Engineer for Water Division 1. The appropriations requested in this Application are needed to serve the present and future water supply requirements of the Squaw Pass Resort. The Applicant reasonably believes that it has such needs and is committed to develop the entire amount of each conditional request. By undertaking planning, engineering, legal efforts, construction, and other activities that become necessary and apparent, the Applicant can and will be able to diligently complete the conditional appropriations requested within a reasonable time and be able to apply to beneficial use the full amount of the conditional appropriations requested herein. The Applicant has the requisite intention and necessary financial capacity to complete the tasks necessary to divert, capture, possess, control and beneficially use the water storage rights herein requested. Attached to this Application as Exhibit A is a map illustrating the approximate locations of the reservoirs referenced herein. Attached to this Application as Exhibit B is a map illustrating the approximate locations of the wells referenced herein. 3. Prayers for Relief: a. The Applicant respectfully requests this Court grant a decree for the conditional water rights requested. b. The Applicant requests this Court grant a priority date of July 5, 2004 for each of the rights which are the subject of this Application and an adjudication date relating back to the filing of this Application. c. Applicant further requests this Court find that the subject reservoirs are part of a unified system for the gathering, treatment and/or distribution of water for the Squaw Pass Resort. The Applicant’s ability to complete and make absolute the conditional appropriative rights for the reservoirs to be constructed is dependent on several factors; therefore, for purposes of showing diligence and completing the construction of the reservoirs, diligence as to any part of the Applicant’s water rights system for the Squaw Pass Resort which is used to operate or benefit from the construction of the reservoirs described herein, shall be considered diligence as to completion of the construction of the reservoirs. d. Applicant further requests this Court allow such rights to remain conditionally decreed subject to the Applicant’s obligation to demonstrate diligence or completion of the appropriation on a sexennial basis. e. Applicant further requests this Court also grant such additional relief that it deems necessary and appropriate to further the purposes of this appropriations requested herein. (7 pages and 2 attachments).

04CW325 BADGER BEAVER WELL OWNERS, L.L.C., c/o David A. Wagers, G. Allyn Wind, and Peter V. Anderson, Managers, P.O. Box 372, Brush, Colorado 80723, (970) 867-3250. (Attorney name: Carlson, Hammond & Paddock, L.L.C., Mary Mead Hammond, Esq. and Amy N. Huff, Esq., 1700 Lincoln Street, Suite 3900, Denver, Colorado 80203-4539, (303) 861-9000. CONCERNING THE APPLICATION OF BADGER BEAVER WELL OWNERS, LLC, FOR A CONDITIONAL WATER RIGHT, CHANGE OF WATER RIGHT, AND APPROVAL OF A PLAN FOR AUGMENTATION, IN MORGAN COUNTY. 1.CONDITIONAL RECHARGE WATER RIGHT, 1.1 Name of Water Right: Badger Beaver Recharge Water Right. 1.2 Legal Description of Points of Diversion: 1.2.1 The headgate of the Upper Platte and Beaver Canal, which is located at a point whence the SE 3 of Section 35, Township 4 North, Range 58 West of the 6th P.M., Morgan County, Colorado bears S 13E, 57' E, 5020.2 feet. 1.2.2 Recharge Pit No. 1: Approximately 3 surface acres in the NE1/4 NE1/4 NW1/4 of Section 15, Township 3 North, Range 56 West of the 6th P.M., Morgan County, Colorado. 1.2.3 Recharge Pit No. 2: Approximately 7 surface acres in the N1/2 SW1/4 NW1/4 of Section 15, Township 3 North, Range 56 West of the 6th P.M., Morgan County, Colorado. 1.2.4 Recharge Pit No. 3: Approximately 14 surface acres in the SE1/4 NW1/4 of Section 15, Township 3 North, Range 56 West of the 6th P.M., Morgan County, Colorado. 1.2.5 Recharge Pit No. 4: Approximately 18 surface acres in the NW1/4 SW1/4 and the SW1/4 SW1/4 of Section 15, Township 3 North, Range 56 West of the 6th P.M., Morgan County, Colorado. 1.2.6 Recharge Pit No. 5: Approximately 20 surface acres in the SE1/4 SW of Section 15, Township 3 North, Range 56 West of the 6th P.M., Morgan County, Colorado 1.2.7 Recharge Pit No. 6: Approximately 14 surface acres in the SW1/4 SW1/4 of Section 15, Township 3 North, Range 56 West of the 6th P.M., Morgan County, Colorado. A map of the Upper Platte and Beaver Canal and the initially proposed recharge pits is attached as Exhibit A. 1.3 Source of Water: South Platte River 1.4

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Appropriation: 1.4.1Date of Initiation of Appropriation: January 23, 20041.4.2 How Appropriation was Initiated: Filing of Applicant’s Articles of Organization with the Secretary of State. 1.4.3 Date Water Applied to Beneficial Use: Conditional 1.5 Amount Claimed:150 c.f.s. 1.6 Use or Proposed Use: Augmentation of water rights used for irrigation, municipal, commercial, livestock and fire protection, recharge, replacement, exchange, wildlife, and wildlife recovery. Uses are by Applicant and by individuals and entities with whom Applicant contracts. Applicant intends to use and reuse the water claimed to extinction. 1.7 Name and Address of Owner of Land Where Points of Diversion and Place of Use are Located: On information and belief, the Upper Platte and Beaver Canal headgate is located on land owned by the Upper Platte and Beaver Canal Company, P.O. Box 69, Fort Morgan, CO 80707. On information and belief, the recharge sites are located on lands owned by David A. Wagers, G. Allyn Wind, and Peter V. Anderson, P.O. Box 372, Brush, CO 80723. 1.8 Remarks:1.8.1On October 1, 2004, Badger Beaver Well Owners, L.L.C., entered into a Ditch Use Agreement with the Upper Platte and Beaver Canal Company for use of the Upper Platte and Beaver Canal to transport water to the Badger Beaver Recharge/Augmentation Site. The Badger Beaver Recharge Water Right will use the Upper Platte and Beaver Canal headgate to divert water from the South Platte River. The Badger Beaver Recharge Right will be diverted into the Upper Platte and Beaver Canal and carried through said ditch. The Badger Beaver Recharge Right will also be diverted from the Upper Platte and Beaver Canal into recharge pits located adjacent to said canal. Although Applicant reserves the right to include additional recharge pits that will be supplied by the subject water right diverted through the Upper Platte and Beaver Canal, the general locations of the currently anticipated recharge pits are as set forth in paragraphs 1.2.2-1.2.7. In addition to the above-mentioned recharge pits, Applicant will also be recharging the alluvium of the South Platte River with that portion of the Applicant’s recharge water right that seeps from the Upper Platte and Beaver Canal as water is carried to the Recharge site. The water diverted for recharge will therefore infiltrate the South Platte River alluvium throughout the reach of the Upper Platte and Beaver Canal, which traverses parts of Sections 6, 8, 17, 16, 15, and 14, Township 3 North, Range 56 West of the 6th Principal Meridian. 1.8.2 Applicant intends to use this conditional right primarily for the augmentation of wells owned by members of Badger Beaver Well Owners, L.L.C., pursuant to the augmentation plan herein. Water diverted into the Upper Platte and Beaver Canal will seep from the canal in Sections 6, 8, 17, 16, 15, and 14, and from the recharge pits supplied by such canal in the West 2 of Section 15, Township 3 North, Range 56 West of the 6th P.M., resulting in recharge of the South Platte alluvial aquifer. 1.8.3 The Badger Beaver Recharge Right will be subject to the terms of the Ditch Use Agreement dated October 1, 2004 with the Upper Platte and Beaver Canal Company, which is attached to this application as Exhibit B. 2. CHANGE OF WATER RIGHT 2.1 Decreed Name of Structure: Brungardt Well No. 1, Permit No. 6259 2.2 Previous Decree: 2.2.1 Decreed April 5, 1971, Case No. W-193, District Court in and for Water Division No. 1. 2.2.2 Decreed Point of Diversion: The exact center of the Southwest 3, Section 15, Township 3 North, Range 56 West of the 6th P.M., in Morgan County, Colorado. A map of this location is attached to this Application as Exhibit A. 2.2.3 Source: Ground water tributary to the South Platte River. 2.2.4 Appropriation Date: 1951 Amount: 2.0 c.f.s., 2.2.5 Historical Use: Irrigation. A map of the historical use is attached to this Application as Exhibit A-1 2.3 Proposed Change: Applicant seeks to change the use of the Brungardt Well No. 1, Well Permit No. 6259, to augmentation. Applicant seeks to use water from the well as a source of replacement in a State Engineer approved substitute water supply plan pursuant to statute, and in the plan for augmentation requested herein. Water from the well will be delivered directly to the stream to offset depletions caused by the pumping of Badger Beaver Well Owners’ members’ wells. Applicant will use the Upper Platte and Beaver Canal to carry water from the Brungardt Well No.1 to the South Platte River, by way of Beaver Creek. In addition to the quantity of water directly delivered to the South Platte River, Applicant will also take credit for all seepage that returns to the South Platte River as the augmentation water is carried through the Upper Platte and Beaver Canal. 2.4 Name and Address of Owner of Land Where Points of Diversion and Place of Use are Located: On information and belief, the Brungardt Well No. 1 is

December 2004 Resume Page 51 of 185 located on land owned by David A. Wagers, G. Allyn Wind, and Peter V. Anderson, P.O. Box 372, Brush, CO 80723. 2.5 Remarks: 2.5.1 Two Brungardt wells, Permit No. 6259 and 6260, were decreed on April 5, 1971 in Case No. W-193. This Application seeks a change of water right for Brungardt Well No. 1, Permit No. 6259. Brungardt Well No. 2, Permit No. 6260, was previously the subject of a change application, Case No. 92CW194. On August 18, 1993, the Brungardt Well No. 2 was decreed an alternate place of use and type of use so that water from the well could be used in connection with greenhouse operations. 2.5.2 A permit application requesting use of the Brungardt Well No. 1, Permit No. 6259, for augmentation was filed with the State Engineer on October 26, 2004. 3.PLAN FOR AUGMENTATION 3.1 Structures to be Augmented: 3.1.1 175 wells owned and operated by Badger Beaver Well Owners, L.L.C., and its members. A complete list of the wells is attached to this application as Exhibit C. 3.1.2Brungardt Well No. 1 - Permit No. 6259, and any other augmentation wells used in the plan, such as the GASP Sterling Wells described in paragraph 3.2.4.2 below. 3.1.3 Some of these structures are decreed alternate points of diversion for surface water rights. Exhibit C identifies which structures are also alternate points of diversion. 3.2 Water Rights to be used for Augmentation: 3.2.1Badger Beaver Recharge Water Right, applied for herein. 3.2.2 Groundwater Appropriators of the South Platte (“GASP”) Credits, either by ownership or through a lease arrangement. 3.2.2.1 Members of Badger Beaver Well Owners presently have a pro-rata ownership in 154 units of GASP credits. In addition to these credits, Badger Beaver Well Owners, L.L.C., also plans to investigate the purchase of additional GASP credits. 3.2.3 Bijou Irrigation Company Excess Augmentation Credits. 3.2.3.1 Pursuant to an agreement dated October 6, 2004, one alternative, potential source of replacement water for this plan is excess augmentation credits that may be purchased from the Bijou Irrigation Company (“Bijou”), to the extent that any such credits may be available and are actually purchased from Bijou in accordance with written agreements between Applicant and Bijou. 3.2.4Augmentation Wells. 3.2.4.1 Brungardt Well No.1, Permit No. 6259, described in paragraph 2 above. 3.2.4.2GASP Sterling Wells, Permit Nos. 16760-F, 16763-F, 16759-F, 16764- F, 16762-F, 16761-F, 19533-F, 19532-F, 19531-F, and 19530-F. Applicant has a current contractual right to use these wells for augmentation purposes. 3.2.4.3Applicant anticipates seeking water rights for additional augmentation wells. 3.2.5 Any other fully consumable augmentation source acquired by the Applicant in the future. 3.3 Historical Use: 3.3.1 Badger Beaver Recharge Water Right: No use to date (conditional right applied for herein). 3.3.2 GASP Credits: Water supplies available to GASP have historically been used to replace deletions attributable to member wells. 3.3.3 Bijou Irrigation Excess Augmentation Credits: Bijou has been operating a recharge and augmentation program, which, upon information and belief, generates excess recharge credits that may be used to offset well depletions. 3.3.4 Brungardt Well: Irrigation pursuant to the GASP substitute water supply plan. Applicant does not intend to rely upon any claimed historical consumptive use of this water right. 3.3.5 Sterling Wells: GASP has historically used these wells to augment out-of-priority depletions resulting from irrigation well use. 3.4 Statement of Plan for Augmentation: This plan for augmentation is intended to replace out-of-priority depletions caused by the use of approximately 175 wells owned and operated by members of the Applicant, Badger Beaver Well Owners, L.L.C., as well as depletions resulting from the use of the Brungardt Augmentation Well (and/or any other augmentation wells used for the plan). Current depletions from pumping between January 1, 1974 and December 31, 2005 (with the exception of Brungardt Well No. 2, upon information and belief, members’ wells did not pump in 2003 and 2004), from anticipated use of members’ wells under the Plan, and from anticipated use of the Brungardt Augmentation Well are estimated to be 2,621 acre-feet annually in 2005. Assuming continuous pumping by the members’ wells, the annual depletions are projected to increase. The consumptive use of the members’ wells initially will be based on reported GASP figures and an irrigation efficiency of 60% for flood irrigation and 80% for sprinkler irrigation. The primary source of augmentation water will be recharge credits from the Badger Beaver Recharge Right applied for herein. Applicants estimate that approximately 1,434 acre-feet per year will be recharged to the South Platte River alluvium through this right. The 154 GASP units belonging to members of Badger Beaver Well Owners, L.L.C., will also be used as a

December 2004 Resume Page 52 of 185 source of replacement. Based on information available to Applicant, the augmentation water attributable to these credits historically averaged 181.9 acre-feet each year (not including Ovid Reservoir). The Brungardt Well No. 1, Permit No. 6259, which has a stream depletion factor of 3,630 days, may be pumped to cover shortages. The Applicant also anticipates leasing augmentation credits from other entities. The Applicant will deliver augmentation water by way of the Upper Platte and Beaver Canal, recharge ponds, and recharge from seepage in the Upper Platte and Beaver Canal. The Applicant will install and maintain meters upon member wells and will provide monthly accounting and reporting of well pumping, monthly consumptive use, resulting stream depletions, and augmentation replacement. 3.5 Name and Address of Owner of Land Where Points of Diversion and Place of Use are Located: Operation of the augmentation plan will require use of the Upper Platte and Beaver Canal, which, upon information and belief, is on land owned by the Upper Platte and Beaver Canal Company, P.O. Box 69, Fort Morgan, CO 80707. On information and belief, the recharge sites and the Brungardt Well No. 1, Permit No. 6259, are located on lands owned by David A. Wagers, G. Allyn Wind, and Peter V. Anderson, P.O. Box 372, Brush, CO 80723. 3.6 Remarks: 3.6.1 All of the wells, except those on two farms that have not been in operation, were included in GASP. Coverage for current well depletions (for pumping through 2002) has been provided through GASP. None of the wells were pumped in 2003 and 2004. 3.6.2 The method of distribution of GASP’s assets has not yet been determined. The composition of the GASP credits available to Applicant is therefore currently unknown. The Applicant will take whatever steps are necessary to ensure that GASP credits can be used to replace its members’ depletions. 3.6.3Some of the wells are decreed alternate points of diversion for surface rights. When wells decreed as alternate points are pumping under such decrees, Applicant shall not be required to replace the depletions resulting from such pumping.

04CW326 CITY OF ARVADA, c/o Kenneth E. Peterson, P.O. Box 8101, 8101 Ralston Road, Arvada, CO 80001-8101, (720) 898-7766. (Steven P. Jeffers, Esq., Mark D. Detsky, Esq. Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776- 9900) APPLICATION FOR WATER STORAGE RIGHT AND PLAN FOR AUGMENTATION, IN JEFFERSON AND ADAMS COUNTIES. 2. Name of reservoir: Arvada South Platte Reservoir 3. Legal description: a) Location of reservoir: The Arvada South Platte Reservoir is an off-channel reservoir generally located on the north or west side of the South Platte River, east of McKay Road, in the S½ of Section 17, Township 2 South, Range 67 West, 6th P.M in Adams County, Colorado. The outlet of the reservoir is located in the NW¼ of the SE¼ of Section 17, approximately 1,415 feet from the south section line and 3,110 feet from the west section line. A map of the reservoir location, including all diversion points and outlet works, is attached as EXHIBIT A. b).Location of points of diversion: Applicant intends to use a total of eleven wells to fill the reservoir, including five existing wells and six proposed wells. All of the wells will be in Section 17, Township 2 South, Range 67 West, 6th P.M., in Adams County, Colorado. The specific locations are described below. i). Arvada South Platte Well No. 1 (Permit No. 59852-F) is located in the NE¼ of the SW¼ of Section 17, 1,415 feet from the south section line and 2,450 feet from the west section line. ii).Arvada South Platte Well No. 2 (Permit No. 55693-F-R) is located in the NE¼ of the SW¼ of Section 17, 1,440 feet from the south section line and 2,490 feet from the west section line. iii). Arvada South Platte Well No. 3 (Permit No. 56813-F) is located in the NW¼ of the SE¼ of Section 17, 1,507 feet from the south section line and 2,738 feet from the west section line. iv). Arvada South Platte Well No. 4 (Permit No. 58226-F) is located in the NW¼ of the SE¼ of Section 17, 1,500 feet from the south section line and 2,990 feet from the west section line. v). Arvada South Platte Well No. 5 (Permit No. 58227-F) is located in the NW¼ of the SE¼ of Section 17, 1,500 feet from the south section line and 3,240 feet from the west section line. vi). Arvada South Platte Well No. 6 will be located in the NW¼ of the SE¼ of Section 17, approximately 1,600 feet from the south section line and 3,510 feet from the west section line. vii). Arvada South Platte Well No. 7 will be located in the

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NW¼ of the SE¼ of Section 17, approximately 1,765 feet from the south section line and 3,700 feet from the west section line. viii). Arvada South Platte Well No. 8 will be located in the NW¼ of the SE¼ of Section 17, approximately 1,840 feet from the south section line and 3,935 feet from the west section line. ix). Arvada South Platte Well No. 9 will be located in the NE¼ of the SE¼ of Section 17, approximately located 2,035 feet from the south section line and 4,090 feet from the west section line. x). Arvada South Platte Well No. 10 will be located in the NE¼ of the SE¼ of Section 17, approximately located 2,230 feet from the south section line and 4,235 feet from the west section line. xi). Arvada South Platte Well No. 11 will be located in the NE¼ of the SE¼ of Section 17, approximately located 2,425 feet from the south section line and 4,400 feet from the west section line. Applicant has current well permits for Well Nos. 1-5 for other purposes. Copies of the well permits, well completion reports and statements of beneficial use for those wells are attached hereto as EXHIBIT B. Applicant will apply for new well permits for each of the wells prior to diversion of water for storage pursuant to the claimed conditional water right. 4. Source: Ground water tributary to the South Platte River. 5. Date of appropriation: February 7, 2000. How appropriation was initiated: By resolution of the Arvada City Council to purchase the property and construct the reservoir, and by entry into the contract to purchase the property on February 7, 2000. The reservoir and liner were completed in December 2002. Five wells and the inlet and outlet facilities were constructed, and pumps were installed on those wells, between 2001 and 2004. Applicant also posted the property on November 16, 2004, at two locations between the reservoir and the South Platte River. 6. Amount claimed: a). Volume: 1,226.76 acre-feet CONDITIONAL, plus 1,226.76 acre-feet continuous refill, CONDITIONAL. b). Rate of Diversion: 22 cfs, CONDITIONAL. The reservoir is located off channel, and will be filled by diversions through the wells described above. The filling rate for the reservoir will be up to 2.0 cfs per well, for a total of 22 cfs. 7. Uses: All municipal purposes (including domestic, irrigation, commercial and industrial), recreational, fish and wildlife propagation, irrigation, augmentation, replacement, substitution and exchange. Such water may be used for replacement of out of priority depletions and maintenance of historic return flows required by Applicant’s existing augmentation plans and change of water rights decreed in Case Nos. W-8083-75, W- 8762-77, W-8763-77, 82CW359, 85CW409, 85CW410, 88CW105, 88CW217, 96CW148, and 96CW188, and any future plans for augmentation or changes of water rights decreed to Applicant. Such water may be fully consumed through Applicant’s first use, reuse, or successive use and disposition. 8. Surface area of high water line: 43 acres. The reservoir is a former gravel pit that has been lined for municipal storage. 9.Total capacity of reservoir in acre-feet: 1,226.76 acre-feet, all active capacity. There is no dead storage. A stage-capacity curve is attached as EXHIBIT C. 10. Names and addresses of owners of land on which the structures are located, and upon which water will be stored: Applicant. PLAN FOR AUGMENTATION 11. Name of Structures to be augmented: Arvada South Platte Reservoir and Arvada South Platte Well Nos. 1-11, to the extent the use of any such wells may cause out- of-priority depletions. 12. Previous decrees for water rights to be used for augmentation: a). Decrees: Applicant intends to use excess consumptive use waters available to it pursuant to decrees entered in Case Nos. W-8083-75, and W-8762-77 (entered January 1, 1981 and September 9, 1992), W-8763-77 (entered June 1, 1981), 82CW359 (entered December 31, 1987), 85CW409 (entered December 31, 1981), 85CW410 (entered September 13, 1988), 88CW105 (entered February 13, 1991), 88CW217 (entered February 13, 1991), 96CW148 (entered April 20, 2000) and 96CW188 (entered March 8, 1999) in the Water Court for Water Division 1. b). Source: Applicant’s water rights previously changed for use in the above-described cases are currently decreed for diversion from Clear Creek and Ralston Creek, and from nontributary ground water. c). Amount: Applicant estimates that approximately 2,600 acre feet per year are currently available pursuant to the decrees described above, after satisfying all return flow obligations, for use in augmenting the depletions proposed in this application. d). Uses: The water

December 2004 Resume Page 54 of 185 rights changed in Applicant’s prior decrees may be used for all municipal (including domestic, irrigation, commercial and industrial), recreational, fish and wildlife propagation, irrigation, and augmentation purposes. Such water is decreed as fully consumable, with the right to store, lease, sell or dispose of, if such water cannot be used pursuant to such decrees. 13. Historical use: Historical use of this water has been determined in the prior decrees described above. 14. Statement of plan for augmentation: Applicant plans to store water in Arvada South Platte Reservoir any time water is available in priority, by diverting water tributary to the South Platte River through the wells described above. Applicant also intends to store water in the reservoir at times when such storage would be out of priority, to the extent that Applicant replaces all out of priority depletions with excess consumptive use water available pursuant to the decrees described above, to the extent needed to prevent injury to other water rights. Applicant is required to measure and account for water rights changed for use in Applicant’s municipal water system in its prior decrees. Applicant frequently has excess water available to it pursuant to such decrees, particularly during the irrigation season, which Applicant cannot divert to storage in Arvada Reservoir or otherwise divert into its water system. Such excess water may be bypassed at particular ditch head gates, diverted and measured back to the stream through decreed augmentation stations, or discharged directly to the stream from the original source or as reusable effluent discharged from the Metropolitan Denver Waste Water Treatment Plant. The use of the reservoir will allow Applicant to store and release water throughout the year as needed to assist in the delivery of water to satisfy Applicant’s winter return flow and other replacement obligations. Well Nos. 1-5 are located within 100 feet of the live stream channel of the South Platte River, and may be operated without delayed effects on the river. The proposed wells may be constructed at a distance greater than 100 feet from the stream channel. Applicant proposes to replace all out of priority stream depletions from all of the wells, to the extent needed to prevent material injury to other vested water rights. 15. Names and addresses of the owners of land on which the structures are or will be located, upon which the water is or will be stored, or upon which water is or will be placed to beneficial use: Applicant owns all of the land upon which the wells and inlet and outlet facilities are or will be located and upon which the water will be stored. Water will be used by the City of Arvada or its customers or contract users. A portion of the dam may be located on land owned by Aggregate Industries, 3605 S. Teller Street, Lakewood, CO 80235, or by the City of Thornton, 9500 Civic Center Drive, Thornton, CO 80229.

04CW327 WATTENBERG IMPROVEMENT ASSOCIATION, c/o Frank Galicia, President, 1924 Caroline Avenue, Fort Lupton, CO 80621, (303) 659-1924. (Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202.) APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING EXCHANGE, IN WELD COUNTY. Background. The small community of Wattenberg is located in the NE1/4 of Section 25, Township 1 North, Range 67 West of the 6th P.M. in Weld County, Colorado. It comprises approximately 100 homes (about 350 people). Prior to 1970, water service was provided by individual wells. The Wattenberg Improvement Association was formed to acquire, construct, operate and maintain a municipal well and water distribution system for the community. Wattenberg Well was drilled, and later decreed in Case No. 83CW167, as described in paragraphs 3 - 6 below. Applicant hereby seeks to provide a reliable, legal, year- round water supply to its customers by augmenting well depletions as herein provided. Name and description of structure to be augmented. Wattenberg Well (permit no. 16006-F) was decreed in Case No. 83CW167, in the water court, Water Division No. 1, on November 9, 1983, for 75 gpm (0.17 cfs) for municipal uses. The decreed location for the well is the SW1/4 NE1/4, Section 25, Township 1 North, Range 67 West of the 6th P.M. in Weld County, Colorado, at a point approximately 2063 feet from the North line and 3040 feet from the West Line, Section 25. See map attached as Exhibit A, and well permit documentation attached as Exhibit B. Source of water

December 2004 Resume Page 55 of 185 for the Wattenberg Well. Groundwater tributary to the South Platte River. Appropriation date and amount. The decreed appropriation date for the Wattenberg Well is October 2, 1970. The decreed amount is .17 cfs (75 gpm). Use. The well is decreed for municipal use for the Town of Wattenberg in NE 1/4, Section 25. Water right(s) to be used for augmentation. The City of Westminster, Colorado (“Westminster”) is the owner of fully-consumable water that has been, is, or will be the subject of proceedings in District Court, Water Division No. 1, Colorado. Said proceedings include, but are not limited to, Case No. W-8743, Consolidated Case 86CW397, 88CW267 and 89CW129, Consolidated Cases 89CW398, 88CW266 and 90CW101, 88CW268, 88CW270, 90CW211, 93CW176, 99CW207, 00CW262, 00CW263, and 00CW264 (the “Westminster Water Rights Decrees.”) Westminster has contracted to provide to Applicant fully consumable water adjudicated in the Westminster Water Rights Decrees in accordance with an agreement between Applicant and Westminster (the “Westminster Agreement.”) The Westminster Water Rights Decrees include the adjudication and appropriation dates, types of water rights, legal descriptions, sources, amounts and uses of the fully consumable water. By this application, Applicant seeks to use said fully consumable water as a source of augmentation water for the Wattenberg Well and any supplements or replacements thereof. So long as the source of the water provided by Westminster pursuant to the Westminster Agreement is or has been determined to be fully-consumable by a water court decree or decrees, and can be administered as such by the Office of the State Engineer, and the amount of consumptive use credit available for such source of water is or has been determined by a water court decree or decrees and recognized by the Office of the State Engineer, any such fully consumable water delivered by Westminster to Applicant may be used for augmentation purposes as contemplated by this application and any resulting decree. This application merely seeks to incorporate said fully consumable water into this water application as the source of augmentation water for the Wattenberg Well. Nothing in this application seeks, or is intended to, re-open, reconsider, re- quantify or otherwise change or revise any portion of the Westminster Water Rights Decrees. The terms, conditions and mutual obligations concerning the delivery of fully-consumable water are set forth in the Westminster Agreement. This application and any resulting decree hereon merely seeks to incorporate th water delivered under the Westminster Agreement into this plan for augmentation. This application and any resulting decree does not seek to, and will not, change, revise, or otherwise alter the terms, conditions and mutual obligations set forth in the Westminster Agreement. Historic use. Water rights from the sources to be used for augmentation have been quantified heretofore by decree of this court in the cases named above, and the water to be delivered is fully-consumable water that may be used for augmentation purposes. Statement of plan for augmentation, covering all applicable matters under C.R.S. § 37-92-103(9), 302(1) and (2) and 305(8). Water from the Wattenberg Well is used both for in-house purposes and outdoor irrigation within the Wattenberg community. During the months of October - March, water is used for in-house purposes only. During the months of April - September, water is also used for outdoor lawn irrigation. Wastewater is treated by means of individual septic disposal systems. Consumptive use associated with in-house uses is estimated at 10% of total volume used for in- house purposes. Summer in-house use is estimated to be the same as winter use, and the difference is irrigation use. Consumptive use associated with lawn irrigation is 90% of the total volume used for irrigation purposes. Average annual consumptive use by Applicant’s members for the years 1994 - 2003 has been estimated to be approximately 10 acre-feet. The Wattenberg Well is located approximately two-thirds of a mile from the South Platte River, and pumps water from the South Platte alluvium, thereby removing water that would otherwise be part of the river’s flow. Depletions to the South Platte River associated with pumping the Wattenberg Well were calculated using the “Alluvial Water Accounting System” (“AWAS”), developed by Integrated Decision Support at Colorado State University. Initial engineering studies indicate that these depletions will accrue to the South Platte River at a fairly constant rate. Replacement

December 2004 Resume Page 56 of 185 obligations will be satisfied by releases by Westminster, subject to the limitations set forth in the Westminster Water Rights Decrees, of fully-consumable water made available to Applicant as provided in the Westminster Agreement. Releases shall be made at a consistent flow rate sufficient to augment the depletions. Said releases may be made at any of the following locations: A. the outfall of the wastewater treatment plant of Metro Wastewater District Number 1, or its successor entity, the location of which shall be at the current location of the outfall or any subsequent location of the outfall of the Metro Wastewater District Number 1, or its successor entity; B. the outfall of Westminster’s Big Dry Creek Wastewater Treatment Plant, the location of which shall be at the current location of the outfall or any subsequent location of the Big Dry Creek Wastewater Treatment Plant; C. the outlet from Wattenberg Lake, now being constructed near Wattenberg, Colorado; D. the outlets from Jim Baker Reservoir and/or West Gravel Lakes near Clear Creek; and/or, E. Any other location where now, or in the future, the City may be able to deliver consumptive use credit water to Clear Creek or the South Platte River at or above the confluence of Big Dry Creek. At times when replacement water is made available upstream of the Wattenberg Well, releases shall include sufficient water to provide transit losses assessed by the Division Engineer for the distance between the point at which replacement water is made available and the point of depletion of the Wattenberg Well. When replacement water is provided at the outfall of Westminster’s Big Dry Creek Wastewater Treatment Plant or other location downstream of the point of depletion of the Wattenberg Well, Wattenberg shall exchange said replacement water up to the point of depletion of the Wattenberg Well. The upstream terminus of the exchange is the South Platte River at the location of the Wattenberg Well in the SW1/4 NE1/4, Section 25, Township 1 North, Range 67 West of the 6th P.M. in Weld County, Colorado. The downstream terminus of the exchange is the confluence of Big Dry Creek and the South Platte River, in the NW1/4 of Section 7, Township 1 North, Range 66 West of the 6th P.M. The rate of flow for the exchange is .17 cfs with an appropriation date of December 8, 2003. If the augmentation plan and exchange are operated as herein described, there will be no injury to the vested water rights or decreed conditional water rights of other water users on the South Platte River. The replacement water will be of a quality and continuity sufficient to meet the needs of downstream senior appropriators. Names and addresses of owners of land upon which any structures are located or upon which water is or will be placed to beneficial use: Applicant is the owner of the land on which the Wattenberg Well is located. Water from the well will be provided to Applicant’s members for use within the Wattenberg community, as such community now exists (generally described as being located in the NE1/4, Section 25, Township 1 North, Range 67 West of the 6th P.M. in Weld County, Colorado) or as it may be expanded in the future. The structures from which augmentation water may be provided by the City of Westminster are owned as follows: A. the outfall of the wastewater treatment plant of Metro Wastewater Reclamation District Number 1 is owned by the Metro Wastewater Reclamation District, 6450 York Street, Denver, CO 80229; B. the Westminster Big Dry Creek Wastewater Treatment Plant and outfall, the Wattenberg Lake and outlet, and the Jim Baker Reservoir and outlet are owned by the City of Westminster, 4800 West 92nd Avenue, Westminster, CO 80030; C. West Gravel Lakes site is located on property owned by the City of Thornton, 9500 Civic Center Drive, Thornton, CO 80229. (11 pages)

04CW328 CITY OF THORNTON, Colorado, c/o Mark R. Koleber, 12450 Washington Street, Thornton, CO 80241, (720) 977-6500. William A. Hillhouse II, David C. Taussig, Sarah A. Klahn, Jason V. Turner, White & Jankowski, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. APPLICATION FOR CHANGE OF WATER RIGHT IN ADAMS AND WELD COUNTIES. 2. Explanation of Application. In Case No. 87CW333, Thornton obtained an exchange decree for the Thornton Golf Course Exchange whereby part of the exchange was operated by making releases of the Replacement Water Rights in the form of

December 2004 Resume Page 57 of 185 reusable effluent from the Metropolitan Denver Sewage Disposal District Plant No. 1 (a/k/a the “Central Treatment Plant” or “CTP”). The Metro Wastewater Reclamation District (“Metro”), which treats and discharges sewage from Thornton’s service area at the CTP, plans to construct a new wastewater treatment plant in the vicinity of Brighton, Colorado (the “LSPWTP”). It is possible that some of Thornton’s sewage will be treated at this facility in the future. To the extent that some of Thornton’s sewage is treated at the LSWTP, and to the extent that effluent generated as the result of use of the Replacement Water Rights is subject to further use by Thornton (i.e. “reusable effluent,” meaning any of Thornton’s treated sewage effluent resulting from use of the Replacement Water Rights that may be reused, successively used, disposed of for further use, or otherwise used to extinction), Thornton seeks changes of the decree in Case No. 87CW333 allowing it to use its reusable effluent from alternate points of return to operate the decreed exchange. If the LSPWTP is constructed it is anticipated that there will a pipeline from the LSPWTP (the “LSPWTP Pipeline”) up the South Platte River to a point of discharge to the river upstream of the headgate of the Fulton Ditch (the “LSPWTP Pipeline Discharge”). The purpose of this application is for Thornton to confirm changes of its decree in Case No. 87CW333 to use the outfalls from the LSPWTP and the LSPWTP Pipeline Discharge as alternate points at which Thornton’s Replacement Water Rights will be returned to the South Platte River to operate the exchange decreed in Case No. 87CW333. By this application, Thornton does not seek to change the type or place of use of the water diverted by the exchange, nor seek to enlarge the exchange decreed in Case No. 87CW333 over the decreed 5 c.f.s., but instead seeks to establish and confirm alternate points at which the substitute supplies will be returned to the South Platte River to operate the exchange. 3. Decreed name of water rights for which change is sought. a. “Thornton Golf Course Exchange.” 4. From Previous Decree. In Case No. 87CW333, entered October 30, 1990, this Court approved an appropriative right of substitution and exchange to the Thorncreek Golf Course along Big Dry Creek called the Thornton Golf Course Exchange (“Exchange”). In Case No. 96CW244 (87CW333), entered October 16, 1997, this Court made the entire 5 c.f.s. of the Exchange absolute based upon releases from the CTP. The parameters of the Exchange are described as follows: a. Location of Point of Diversion. The Golf Course Supply Pipeline (“Pipeline”) in Adams County at a point east of Interstate 25 on the southeast bank of Big Dry Creek at a point 1,980 feet from the North line and 2,013 feet from the East line of Section 27, T. 1 S., R. 68 W., 6th P.M. b. Source. Big Dry Creek, a tributary of the South Platte River. c. Amount. 5 c.f.s. (made absolute in Case No. 96CW244 (87CW333)). d. Appropriation Date. December 10, 1987. e. Exchange From Point. The confluence of the South Platte River and Big Dry Creek (“Confluence”). f. Use. Water diverted under the Exchange may be used directly or after storage (as described below) for all golf course purposes, including but not limited to, irrigation of the golf course and grounds, recreation and maintenance and preservation of aesthetic values on the Golf Course and grounds. At most times, the water which will be delivered to the Confluence under the Replacement Water Rights will be water which Thornton has the right to fully consume. Thornton shall at all times be entitled fully to consume the water diverted under the Exchange which is attributable to the delivery of fully consumable water at the Confluence under the Replacement Water Rights and shall be entitled to make a single use of water diverted by the Exchange when water delivered to the Confluence is single use water, all pursuant to the decree in Case No. 87CW333. i. Golf Course Irrigation Holding Pond. Under the decree in Case No. 87CW333 Thornton is entitled to divert water through the Pipeline to fill and refill the Golf Course Irrigation Holding Pond. This pond is more particularly described as follows: (1) Location: in Adams County, in the SW¼ NE¼ NE¼ and the E ½ NE¼ NE¼, Section 27, T. 1 S., R. 68 W., 6th P.M. (2) Capacity: 9.0 acre-feet. (3) Surface area at high water line: 1.3 acres. ii. Water Hazard Pond No. 1 and 2. Under the decree in Case No. 87CW333, Thornton is entitled to divert water through the Pipeline to fill and refill the Water Hazard Ponds No 1 and 2. These ponds are more particularly described as follows: (1)

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Water Hazard Pond No. 1 (a) Location: in Adams County, in the SW¼ NW¼ NW¼ and the NW¼ SW¼ NW¼, Section 26, T. 1 S., R. 68 W., 6th P.M. (b) Capacity: 5.2 acre-feet. (c) Surface area at high water line: 0.9 acres. (2) Water Hazard Pond No. 2. (a) Location: in Adams County, in the N½ NW¼ NE¼, Section 26, T. 1 S., R. 68 W., 6th P.M. (b) Capacity: 9.2 acre-feet. (c) Surface area at high water line: 1.7 acres. g. Replacement Water Rights. The water rights Thornton is entitled to use as sources of substitute supply for the Exchange the (“Replacement Water Rights”) and the manner in which water will be made available to senior appropriators under the Replacement Water Rights is described in the decree in Case No. 87CW333 as follows: i. South Park Water Rights. Water rights originally adjudicated for irrigation uses in Park County, Colorado on the following ranches: (1) McDowell Ranch; (2) Trout Creek Ranch; (3) Platte Ansley Ranch; (4) Sibley Ranch; (5) Schattinger Ranch; (6) Rocker 7 Ranch; (7)Teter Ranch; (8) Johnston Ranch; (9) Furman Ranch; and (10) Michigan Creek Ranch. The water rights historically associated with these ranches (“the South Park Water Rights”) are identified in Exhibit A to the decree in Case No. 87CW333. The South Park Water Rights have been changed to municipal uses by decrees identified on Exhibit A to the decree in Case No. 87CW333. The decree in Case No. 87CW333 provided that Thornton would make the South Park Water Rights available as substitute supplies for the Exchange in the following ways. (1) Foregone Diversions. By forgoing diversion of water under any or a combination of the South Park Water Rights at any point of diversion or storage decreed therefor, in an amount up to those maximum decreed flow rates identified on Exhibit A to the decree in Case No. 87CW333. (2) Storage Releases. By releasing water stored under the South Park Water Rights from the following structures: (1) Spinney Mountain Reservoir; (2) Spruce Grove Reservoir; (3) West Gravel Lakes; and (4) East Gravel Lakes, identified on Exhibit D to the decree in Case No. 87CW333. (3) Effluent Releases. By releasing from the Metropolitan Denver Sewage Disposal District Plant No. 1 Thornton’s treated municipal effluent decreed to be fully consumable and resulting from the exercise of the South Park Water Rights. ii. South Platte River Water Rights. Water rights in the Burlington Ditch, Land and Reservoir Company (“Burlington”) and Wellington Reservoir Company (“Wellington”). The water rights owned by the companies (“the Burlington/Wellington Water Rights”) are identified on Exhibit B to the decree in Case No. 87CW333. The decree in Case No. 87CW333 provided that Thornton would make the Burlington/Wellington Water Rights available as substitute supplies for the Exchange in the following ways. (1) Foregone Diversions. By forgoing diversion of water under any or a combination of the Burlington/Wellington Water Rights at any of the points of diversion or storage decreed therefor, in an amount up to those maximum decreed flow rates identified on Exhibit B to the decree in Case No. 87CW333. (2) Storage Releases. By releasing water stored under the Burlington/Wellington Water Rights from the following structures: Duck Lake and Wellington Reservoir identified on Exhibit B to the decree in Case No. 87CW333 and West Gravel Lakes and East Gravel Lakes, identified on Exhibit D to the decree in Case No. 87CW333. (3) Effluent Releases. By releasing from the Metropolitan Denver Sewage Disposal District Plant No. 1 Thornton’s treated municipal effluent decreed to be fully consumable and resulting from the exercise of the Burlington/Wellington Water Rights. iii. Clear Creek Water Rights. Water rights adjudicated for diversion from Clear Creek and its tributaries by virtue of its ownership of stock in six ditch companies identified on Exhibit C to the decree in Case No. 87CW334. The water rights owned by the companies (“the Clear Creek Water Rights”) are identified on Exhibit C to the decree in Case No. 87CW333. The decree in Case No. 87CW333 provided that Thornton would make the Clear Creek Water Rights available as substitute supplies for the Exchange in the following ways. (1) Foregone Diversions. By forgoing diversion of water under any or a combination of the Clear Creek Water Rights at any place of diversion or storage presently decreed thereto or which may be decreed thereto in the future, in an amount up to those maximum decreed flow rates identified on Exhibit C to the decree in Case No. 87CW333

December 2004 Resume Page 59 of 185 and/or those maximum flow rates decreed in the future. (2) Storage Releases. By releasing water diverted under the Clear Creek Water Rights and stored in any or a combination of the following structures: (1) West Gravel Lakes; (2) East Gravel Lakes; and (3) Brannan Lake identified on Exhibit D to the decree in Case No. 87CW333. (3) Effluent Releases. By releasing from the Metropolitan Denver Sewage Disposal District Plant No. 1 Thornton’s treated municipal effluent decreed to be fully consumable and resulting from the exercise of the Clear Creek Water Rights. h. Historical Use. A map showing the facilities in the application and the Thorncreek Golf Course where the water rights are used is attached to the application as Exhibit 1. A summary table of the diversions under the Exchange is attached as Exhibit 2. 5. Proposed Change. By this application Thornton will change the point of release to include alternate points of return of the Replacement Water Rights as follows: a. Alternate Points of Release of Replacement Water Rights. In addition to the current point of release of the Replacement Water Rights in the form of treated municipal effluent from the CTP, as described in paragraphs 9.a.iii., 9.b.iii., and 9.c.iii., in the decree in Case No. 87CW333, Thornton will exercise the Thornton Golf Course Exchange by making releases of the Replacement Water Rights from the following alternate points of release as shown on the map attached to the application as Exhibit 1: i. Outfall from the LSPWTP. The planned location of the LSPWTP is in the W½ of Section 30, T. 1 N., R. 66 W., 6th P.M., Weld County, Colorado. However, the exact location has not finally been determined. The LSPWTP may have one or more points of discharge from the wastewater treatment plant to the South Platte River. Furthermore, Thornton’s reusable effluent may be stored at one or more locations at or near the LSPWTP and subsequently discharged to the South Platte River or delivered to the LSPWTP Pipeline. Thornton seeks to establish and confirm these alternate point(s) of release of the Replacement Water Rights for the Exchange from the LSPWTP as constructed, or as subsequently modified, whether the facilities and the point or points of discharge are at the planned location or at any other location selected, and whether the Replacement Water Rights are stored or not prior to discharge. ii. LSPWTP Pipeline Discharge. The planned location of the LSPWTP Pipeline Discharge to the South Platte River is upstream of the Fulton Ditch headgate in the SE ¼ of Section 17, T. 2. S., R. 67 W., 6th P.M., Adams County, Colorado. However, the actual location may vary from the planned location and may consist of one or more points of return to the river. Thornton seeks to establish and confirm these alternate point(s) of release of the Replacement Water Rights for the Exchange from the LSPWTP Pipeline Discharge, as constructed, or as subsequently modified, whether at the planned location or at any other location selected. b. Plan of Operation. In addition to operation of the Exchange as described in Case No. 87CW333, Thornton will operate the Exchange by making releases of the Replacement Water Rights at alternate points of release at the LSPWTP and the LSPWTP Pipeline Discharge, convey the water down the South Platte River to the Confluence and water will be diverted by exchange on Big Dry Creek at the Golf Course Supply Pipeline. 6. Names and addresses of owners or reported owners of land upon which new structures are or will be located. On information and belief the following persons or entities own the land upon which these new structures are or will be located: a. LSPWTP. Aggregate Industries–West Central Region, Inc. 3605 South Teller Street, Lakewood, CO 80235; Dennis B. Clanahan Trustee, 600 17th Street Ste. 2700 S, Denver, CO 80202; Consolidated Mutual Water Company, 12700 W. 27th Ave. Lakewood, CO 80215; KLZ Radio, Inc. P.O. Box 3003, Blue Bell PA 19422. b. LSPWTP Pipeline Discharge. Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, CO 80601; South Adams Water and Sanitation District, 6595 E. 70th Ave., Commerce City, CO 80022. 7. Remarks. Thornton is currently involved in litigation with Metro over Metro’s asserted right to move the location where Metro returns Thornton’s reusable effluent from the existing CTP to another location. By this application, Thornton does not waive its position in the current litigation or in any other litigation that Metro may not move where it returns Thornton’s reusable effluent at the CTP without limitation and without liability, and does not waive

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Thornton’s right and claim to recover any damages or obtain other relief as a result of Metro’s actions. Exhibit 1 is a map and Exhibit 2 is a summary of diversion records that are attached to the application and incorporated into the application by reference. Copies of Exhibit 1 and 2 are available from the clerk of the water judge for Water Division No. 1 in Greeley, Colorado. (Total of 10 pages, including the exhibits).

04CW329 CITY OF THORNTON, Colorado, c/o Mark R. Koleber, 12450 Washington Street, Thornton, CO 80241, (720) 977-6500. William A. Hillhouse II, David C. Taussig, Sarah A. Klahn, Jason V. Turner, White & Jankowski, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. APPLICATION FOR CHANGE OF WATER RIGHT IN ADAMS, JEFFERSON, AND WELD COUNTIES. 2. Introduction and Purpose of Application. In Case No. 90CW231, Thornton obtained an exchange decree for the Enlarged Clear Creek-South Platte River Exchange whereby part of the exchange is operated by making releases of the Replacement Water Rights in the form of reusable effluent from the Outfall of the Metropolitan Wastewater Reclamation District plant on the South Platte River (a/k/a the “Central Treatment Plant” or “CTP”). The Metro Wastewater Reclamation District (“Metro”), which treats and discharges sewage from Thornton’s service area at the CTP, plans to construct a new wastewater treatment plant in the vicinity of Brighton, Colorado (the “LSPWTP”). It is possible that some of Thornton’s sewage will be treated at this facility in the future. To the extent that some of Thornton’s sewage is treated at the LSWTP, and to the extent that effluent generated as the result of use of the Replacement Water Rights is subject to further use by Thornton (i.e. “reusable effluent,” meaning any of Thornton’s treated sewage effluent resulting from use of the Replacement Water Rights that may be reused, successively used, disposed of for further use, or otherwise used to extinction), Thornton seeks changes of the decree in Case No. 90CW231 allowing it to use its reusable effluent from an alternate point of return to operate those decreed exchanges. If the LSPWTP is constructed it is anticipated that there will be a pipeline from the LSPWTP (the “LSPWTP Pipeline”) up the South Platte River to a point of discharge to the river upstream of the headgate of the Fulton Ditch (the “LSPWTP Pipeline Discharge”). The purpose of this application is for Thornton to confirm changes of its decree in Case No. 90CW231 to use the outfall from the LSPWTP Pipeline Discharge as an alternate point at which Thornton’s Replacement Water Rights will be returned to the South Platte River to operate the exchanges decreed in Case No. 90CW231. By this application, Thornton does not seek to change the type or place of use of the water diverted by the exchange, nor seek to enlarge the exchange decreed in Case No. 90CW231 over the decreed rate of 200 c.f.s., but instead seeks to establish and confirm an alternate point at which the substitute supplies will be returned to the South Platte River to operate the exchanges. 3. Decreed name of water rights for which change is sought. a. “Enlarged Clear Creek-South Platte River Exchange.” 4. From Previous Decree. In Case No. 90CW231, entered July 15, 1993, this Court approved appropriative rights of substitution and exchange to diversion points on Clear Creek referred to as the Enlarged Clear Creek-South River Exchange (“Exchanges”). In Case No. 99CW116 (90CW231), entered June 9, 2003, this Court made portions of the Exchanges absolute to the extent of 13.83 c.f.s. to the Lower Clear Creek Ditch based upon releases from the outfall of the CTP and 24.65 c.f.s. to the Croke Canal based upon releases from Tani Lakes. The decree in Case No. 99CW116 also approved Thornton’s application for reasonable diligence and continued the remainder of the Exchanges until May 2009. The parameters of the Exchanges are described as follows: a. Exchange to Points. The structures through which or into which water will be diverted or stored by exchange are described below and referred to as the Exchange-To Points: i. Lower Clear Creek Ditch (a/k/a the Clear Creek and South Platte River Ditch): located on the north (left) bank of Clear Creek in the SE ¼ of Section 4, T. 3 S., R. 68 W., 6th P.M., Adams County. Water diverted into the Lower Clear Creek Ditch under the Exchanges will be used by direct use and by storage in and subsequent

December 2004 Resume Page 61 of 185 release from the following reservoirs: (1) West Gravel Lakes: located in Section 25 and 36, T. 2 S., R. 68 W., 6th P.M., Adams County. (2) Brannan Lake: located in the SW ¼ of Section 35, T. 2 S., R. 68 W., 6th P.M. Adams County. ii. Croke Canal: located on the north (left) bank of Clear Creek in the NW ¼ of the NE ¼ of Section 26, T. 3 S., R. 70 W., 6th P.M., Jefferson County. Water diverted through the Croke Canal under the Exchanges will be used by direct use and by storage in and subsequent release from Standley Lake, located in Sections 16, 17, 20, 21, 22, 27, 28 and 29, T. 2 S., R. 69 W., 6th P.M., Jefferson County. iii. Farmers High Line Canal: located on the north (left) bank of Clear Creek in the NW ¼ of the SW ¼ of Section 27, T. 3 S., R. 70 W., 6th P.M., Jefferson County. Water diverted through the Farmers High Line Canal under the Exchanges will be used by direct use and by storage in and subsequent release from the following reservoirs: (1) Standley Lake: located in Sections 16, 17, 20, 21, 22, 27, 28 and 29, T. 2 S., R. 69 W., 6th P.M., Jefferson County. (2) Croke Reservoir No. 12 (a/k/a Croke and Badding Reservoirs): located in the S ½ of Section 15, T. 2 S., R. 68 W., 6th P.M., Adams County. (3) Eastlake Reservoirs 1, 2 and 3: located in Sections 25, 35, and 36, T. 1 S., R. 68 W., 6th P.M., Adams County. (4) Poitz Reservoir (a/k/a Hunter’s Glenn Reservoir): located in the SW ¼ of Section 26, T. 1 S., R. 68 W., 6th P.M., Adams County. b. Source. Clear Creek, a tributary of the South Platte River. c. Amount. 200 c.f.s. (conditional) (maximum cumulative rate of flow at the three Exchange-To-Points, at any given time, which amount is inclusive of the 104.28 c.f.s. flow rate decreed in Case No. 83CW081) (made absolute in part in Case No. 99CW116 (90CW231) for 13.83 c.f.s. exchanged from the Metro Outfall to the Lower Clear Creek Ditch and 24.65 c.f.s. exchanged from the Tani Lakes Outfall to the Croke Canal). d. Appropriation Date. November 8, 1990. e. Exchange From Points. The points at which Thornton will make available substitute supplies under the Exchanges are identified below and are referred to as the “Exchange-From- Points:” i. Confluence of Clear Creek and South Platte River: located in the SW ¼ of the SE ¼ of Section 36, T. 2 S., R. 68 W., 6th P.M., Adams County. The structures from which substitute supplies will be introduced under the Exchanges by foregoing diversions or releasing water from storage are identified in Attachment 2 to the decree in Case No 90CW231. ii. Outlet of Tani Lakes on South Platte River: located in the SE ¼ of Section 25, T. 2 S., R. 68 W., 6th P.M., Adams County. iii. Outfall of Metropolitan Wastewater Reclamation District plant on the South Platte River as it presently exists and as it may relocated in the future (“Metro Outfall”). The Metro Outfall is presently located near the section line between Sections 1 and 12, T. 3 S., R. 68 W., 6th P.M., Adams County. f. Use. All municipal uses, including domestic, mechanical, manufacturing, industrial, power generation, including generation of electric power, fire protection, use for sewage treatment, street sprinkling, watering of parks, lawns, and grounds, recreation, fish culture, agricultural uses, maintenance and preservation of wildlife and aesthetic values, and replacement, adjustment and regulation, including exchange and augmentation, of, among, and with the units of the Thornton municipal water system and other water users and water rights. Pursuant to the decree in Case No. 90CW231, Thornton is entitled to fully consume the water attributable to the delivery of fully consumable water at the Exchange-From-Points by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition and is entitled to a single use of the water diverted by exchange when single use water is delivered at the Exchange-From-Points. g. Replacement Water Rights. The water rights used as sources of substitute supply under the Exchanges are identified on Attachment 1 to the decree in Case No. 90CW231 and referred to as the “Replacement Water Rights.” The Replacement Water Rights include reusable effluent generated by the exercise of the water rights identified in Attachment 1. h. Historical Use. The Exchanges are largely conditional rights. A map showing the facilities in the application and the Thornton service area where the water rights are used is attached to the application as Exhibit 1. 5. Proposed Change. By this application Thornton will change the point of release to include an alternate point of return of the Replacement Water Rights as follows: a. Alternate Point of Release of Replacement Water Rights. In addition to the

December 2004 Resume Page 62 of 185 current points of release of the Replacement Water Rights Thornton will exercise the Exchanges by making releases of the Replacement Water Rights from the following alternate point of release as shown on the map attached to the application as Exhibit 1: i. LSPWTP Pipeline Discharge. The planned location of the LSPWTP Pipeline Discharge to the South Platte River is upstream of the Fulton Ditch headgate in the SE ¼ of Section 17, T. 2 S., R. 67 W., 6th P.M., Adams County, Colorado. However, the actual location may vary from the planned location and may consist of one or more points of return to the river. Thornton seeks to establish and confirm these alternate point(s) of release of the Replacement Water Rights for the Exchanges from the LSPWTP Pipeline Discharge, as constructed, or as subsequently modified, whether at the planned location or at any other location selected. b. Plan of Operation. In addition to operation of the Exchanges as described in the decree in Case No. 90CW231, Thornton will operate the Exchanges by making releases of the Replacement Water Rights at the alternate point of release at the LSPWTP Pipeline Discharge and water will be diverted by exchange on Clear Creek at the Exchange-To-Points. 6. Names and addresses of owners or reported owners of land upon which new structures are or will be located. On information and belief the following persons or entities own the land upon which these new structures are or will be located: a. LSPWTP Pipeline Discharge. Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, Colorado 80601; South Adams Water and Sanitation District, 6595 E. 70th Ave., Commerce City, CO 80022. 7. Remarks. Thornton is currently involved in litigation with Metro over Metro’s asserted right to move the location where Metro returns Thornton’s reusable effluent from the existing CTP to another location. By this application, Thornton does not waive its position in the current litigation or in any other litigation that Metro may not move where it returns Thornton’s reusable effluent at the CTP without limitation and without liability, and does not waive Thornton’s right and claim to recover any damages or obtain other relief as a result of Metro’s actions. Exhibit 1 is map that is attached to the application and is incorporated into the application by reference. A copy of Exhibit 1 is available from the clerk of the water judge for Water Division No. 1 in Greeley, Colorado. (Total of 7 pages including 1 exhibit).

04CW330 DENISE HELEN DAGLEY and WILLIAM FRANCIS ROBINSON, IV, 3019 Hewlett Gulch Rd., Livermore, CO 80536. (970-221-2747). APPLICATION FOR WATER SURFACE RIGHTS, IN LARIMER COUNTY. 2. Name of structure: Fish Pond. 3. Legal description: NE ¼, NE ¼, Sec 22, T9N, R71W of 6th PM in Larimer County. Distance from section lines: 162 ft from N and 446 ft from E. Street address: 3019 Hewlett Gulch Rd., Livermore, CO 80536. 4. Source: Gordon Creek. Non-consumptive use. Described non-irrigation use: ascetic, stocked with native fish. Owners: applicants.

04CW331 (90CW161 and 97CW149) GRANT L. MOEN, GRM, LLC (assignee of AnSci Products, Inc.), 6380 W. 10th St., #8, Greeley, CO 80634. APPLICATION FOR FINDING OF DILIGENCE, IN WELD COUNTY. 2. Name of structure: Moen Ditch. 3. A. Original Decree: April 23, 1991; Case No. 90CW161 and 97CW149. Legal description: E ½, Sec 8, T5N, R66W of the 6th PM, in Weld County. Subdivision: Triple Creek 1st Filing, Lot 2. This property was formerly owned by AnSci Products, Inc. It was sold to BCG, LLC on 11/26/02. BCG, LLC leased the property to Grant Moen and GRM, LLC after the conveyance. All water rights were reserved by the Applicant at the time of sale to BCG, LLC by contract. Source: Sheep Draw. Appropriation date: 10/23/90; Amount: 1.5 cfs. Use: Irrigation of 25 acres of pasture. Outline: Permanent concrete structure has been built at point of diversion. Pump installed and pipe installed.

04CW332 (96CW76) CURT AND JENNIFER HECKRODT, 8859 Spring Creek Trail, Niwot, CO 80503 (303-827-3017). APPLICATION FOR FINDING OF DILIGENCE, IN

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LARIMER COUNTY. 2. Name of structure: Meadow Hollow Spring. 3.A. Date of Original Decree: 12/02/98; Case No. 96CW76. B. Legal description: NE ¼, SW ¼, Sec 34; T4N, R70W of the 6th PM in Larimer County. Distance from section lines: 1900 ft from S and 1800 ft from W. Outline: We have been improving the area to be irrigated by installing irrigation lines, removing rocks, fencing to keep livestock out and improving roads to the area. Request conditional rights for another six years.

04CW333 (96CW77) CURT AND JENNIFER HECKRODT, 8859 Spring Creek Trail, Niwot, CO 80503 (303-827-3017). APPLICATION FOR FINDING OF DILIGENCE, IN LARIMER COUNTY. 2. Name of structure: Meadow Hollow Spring. 3.A. Date of Original Decree: 12/02/98; Case No. 96CW77. B. Legal description: NE ¼, SW ¼, Sec 34; T4N, R70W of the 6th PM in Larimer County. Distance from section lines: 1650 ft from S and 1930 ft from W. Outline: We have been improving the area to be irrigated by installing irrigation lines, removing rocks, fencing to keep livestock out and improving roads to the area. Request conditional rights for another six years.

04CW334 L & JK PROPERTIES, LLC, Lori A. Urs, Manager, 29449 Thunderbolt Circle, Conifer, Colorado 80433, NORTH FORK ASSOCIATES, LLC and the MOUNTAIN MUTUAL RESERVOIR COMPANY, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHTS, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT, IN JEFFERSON AND PARK COUNTIES. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Names of Wells and Permit, Registration or Denial Numbers: Richmond Hill Meadows Well No. 1 (Unregistered), and Richmond Hill Meadows Well Nos. 2-8. 2. Legal Description of the Wells: Richmond Hill Meadows Well No. 1 is located in the NE 1/4 SE 1/4 of Section 35, Township 6 South, Range 71 West, 6th P.M., Jefferson County, at a point approximately 1,400 feet from the South Section line and 150 feet from the East Section line of said Section 35. Pursuant to Policy Memo No. 99-1 of the State Engineer, L & JK Properties, LLC, requests conditional underground water rights for the Richmond Hill Meadows Well Nos. 2-8. The exact locations of the wells will not be known until the subdivision of the property described herein is approved by Jefferson County. However, the wells can generally be described as being within the SE 1/4 of Section 35, Township 6 South, Range 71 West, 6th P.M., Jefferson County, Colorado. 3.A. Source of Water: Ground water which is tributary to West Resort Creek, Last Resort Creek and the North Fork of the South Platte River. 3.B. Depth of Richmond Hill Meadows Well No. 1: Unknown. Depth of Richmond Hill Meadows Well Nos. 2-8: 800 feet, approximate. 4.A. Dates of Appropriation: Richmond Hill Meadows Well No. 1: December 31, 1958. Richmond Hill Meadows Well Nos. 2-8: December 29, 2004. 4.B. How Appropriation was Initiated: Construction of well and the filing of this Application. 4.C. Dates Water Applied to Beneficial Use: Richmond Hill Meadows Well No. 1: December 31, 1958. Richmond Hill Meadows Well Nos. 2-8: N/A. 5. Amounts Claimed: Richmond Hill Meadows Well No. 1: 15 gallons per minute, Absolute. Richmond Hill Meadows Well Nos. 2-8: 15 gallons per minute, Conditional, for each well. 6. Uses: Ordinary household purposes inside a single family dwelling, the maintenance of a hot tub, the watering of domestic animals, the irrigation of lawns and gardens, the maintenance of a decorative pool/water feature and fire protection purposes. 7. Name and Address of Owner of Land on which the Wells will be Located: Lori A. Urs, as described above. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Names of Structures to be Augmented: The wells described in Claim No. 1 and a small pond. 2. Water Rights to be Used for Augmentation Purposes. a. L & JK Properties, LLC has entered into a contract with North Fork Associates, LLC to purchase 18.7 shares of the capital stock of the Mountain Mutual Reservoir Company,

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("MMRC"). The 18.7 shares represent the right to receive 0.587 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders. b. MMRC owns water rights decreed to the Parmalee Ditch No. 1, the Carruthers Ditch No. 2 and the Nickerson Ditch No. 2 ("Parmalee/Carruthers water rights"), portions of which will be used to replace the out-of-priority depletions from the Richmond Hill Meadows Wells. The Parmalee/Carruthers water rights have a priority date of May 1, 1867 and were decreed in the original adjudication for former Water District No. 23 by the Park County District Court on May 22, 1913 in Civil Action No. 1678. Historically, the Parmalee/Carruthers water rights were diverted from Deer Creek at the headgate of the Nickerson Ditch No. 2 in the NW 1/4 SE 1/4 of Section 9, Township 7 South, Range 72 West, 6th P.M., Park County, Colorado. Such diversions no longer occur. The terms and conditions under which the Parmalee/Carruthers water rights are used for augmentation, replacement and storage purposes are described in the Decree entered by the District Court for Water Division 1 in Case No. 2000CW174, dated October 11, 2002, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). A copy of the Decree in Case No. 2000CW174 is attached as Exhibit "A." c. Consumable water stored in Maddox Reservoir and/or the Lower Sacramento Creek Reservoir No. 1 will be released to the stream system when the Parmalee/Carruthers water rights are out-of-priority. The Lower Sacramento Creek Reservoir No. 1 is located in the NE 1/4 NW 1/4 of Section 32 and the SE 1/4 of Section 29, Township 9 South, Range 77 West, 6th P.M., Park County. It was originally decreed in Case No. W-7741-74 for domestic, municipal, commercial, industrial, irrigation, fish and wildlife propagation, recreational and all other beneficial purposes, including exchange to compensate for depletions in the South Platte River or its tributaries. Maddox Reservoir is located in the NE 1/4 SW 1/4 of Section 22, Township 7 South, Range 73 West, 6th P.M., Park County. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. Sections 37-92-103(9), 302(1)(2) and 305(8): a. L & JK Properties, LLC proposes to subdivide a tract of land consisting of approximately 44 acres into seven residential lots. One of the lots will also have a guest cabin. The property is located in the SE 1/4 of Section 35, Township 6 South, Range 71 West, 6th P.M., Jefferson County, and is depicted on the attached Exhibit "B." The water supply for the lots will be obtained from the Richmond Hill Meadows Well Nos. 1-8. b. Wastewater from all in-building uses of water will be treated utilizing non-evaporative septic systems with soil absorption leach fields. Return flows will be to an unnamed tributary of West Resort Creek. c. Based on prior engineering studies of similar residential subdivisions, it is assumed that the maximum average occupancy for each single family residence will be 3.5 persons per residence and that the per capita daily water usage will not exceed 80 gallons. It is assumed that the maximum average occupancy of the guest cabin will be 2.0 persons with the same per capita daily water usage as for the single family residences. The augmentation plan will also cover the irrigation of approximately 3,500 square feet of lawn grass, or equivalent gardens, the watering of horses, evaporation losses from a pond having an open water surface of approximately 0.1 of an acre, and evaporation losses from the open water surfaces of hot tubes and decorative water features. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. Gross irrigation requirements for gardens are anticipated to be no more than 0.5 of an acre foot of water per irrigated acre. Water requirements for horses are assumed to be 10 gallons per animal per day. The total volume of water required for the subdivision is projected to be approximately 2.75 acre feet per year. d. Depletions associated with water which is used inside the single family residences and guest cabin will be based on a ten percent (10%) consumption factor. All of the water supplied to horses is assumed to be consumed. Consumption of lawn grass at this location is 1.0 acre foot per acre. Consumption of gardens is 0.4 of an acre foot per acre. The consumptive use for irrigation operations was determined using the SCS TR-21 modification to the Blaney Criddle consumptive use method with the Pochop elevation adjustment, and the Evergreen turf adjustment as outlined in a report prepared by Blatchley

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Associates, Inc. which is titled "Turf Irrigation in Mountainous Areas of Evergreen, Colorado." Evaporation losses from hot tubs is approximately 4.5 gallons per day. Evaporation losses from the pond, as well as the decorative water features is 1.96 acre feet per acre of open water surface. Maximum stream depletions, including any applicable stream transportation charges, are not anticipated to exceed 0.587 of an acre foot per year. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April 23 through October 31, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Parmalee/Carruthers water rights. During times when the Parmalee/Carruthers water rights are not in priority and during the non irrigation season, depletions will be augmented by releasing water from Maddox Reservoir or the Lower Sacramento Creek Reservoir No. 1. Transportation charges from the point where water is released from MMRC's facilities to the stream system, to the point of depletion from the subject wells, will be computed on the basis of 0.13 percent per mile. g. Since the points of depletion associated with water use from the Richmond Hill Meadows Well Nos. 1-8 are on a side tributary of the North Fork of the South Platte River, L & JK Properties, LLC asserts an appropriative right of substitute supply and exchange pursuant to C.R.S. Sections 37-80-120 and 37-92-302(1)(a). The reach of the exchange shall extend from the confluence of the North Fork of the South Platte River and the South Platte River in the SW 1/4 SE 1/4 of Section 25, Township 7 South, Range 70 West, 6th P.M.; thence up the North Fork of the South Platte River to the confluence of Last Resort Creek and the North Fork of the South Platte River in the SW 1/4 of Section 16, Township 7 South, Range 70 West, 6th P.M.; thence up Last Resort Creek to the confluence of Last Resort Creek and West Resort Creek in the SE 1/4 NE 1/4 of Section 18, Township 7 South, Range 70 West, 6th P.M.; thence up West Resort Creek to the confluence of West Resort Creek and an unnamed tributary of West Resort Creek in the SE 1/4 SE 1/4 of Section 2, Township 7 South, Range 71 West, 6th P.M.; and thence up the unnamed tributary to the points of depletion from the subject wells in the SE 1/4 SE 1/4 of Section 35, Township 6 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in the unnamed tributary of West Resort Creek, West Resort Creek, Last Resort Creek and the North Fork of the South Platte River as the depletions occur. The exchange will be administered with a priority date of December 29, 2004, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Name and Address of Owner of Land on which New Structures will be Located: Structures described in Paragraph No. 1: Lori A. Urs, as above described. WHEREFORE, L & JK Properties, LLC requests the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. L & JK Properties, LLC also requests a determination that the wells described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. L & JK Properties, LLC further requests the entry of an Order directing the State Engineer to issue permits for the construction and use of the subject wells. (7 pages and two exhibits totaling 12 pages).

04CW335 ARABIAN ACRES METROPOLITAN DISTRICT, P. O. Box 209, Woodland Park, Colorado 80866. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308- 1903). APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT, IN TELLER COUNTY. 1. Structures to be Augmented: Wells operated by the Arabian Acres Metropolitan District ("Arabian Acres"). The wells are located in Sections 9 and 16, Township 13 South, Range 70 West, 6th P.M., Teller County, and are more particularly described in the Decree entered in Case No. 94CW281. 2. Water Rights to be Used for Augmentation Purposes. a. Arabian Acres is the owner of 220 shares of capital stock in the

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Mountain Mutual Reservoir Company, ("MMRC"). Shareholders in MMRC receive 0.0314 of an acre foot of augmentation water per share from the water rights and storage facilities the Company holds for the benefit of its shareholders. Therefore, Arabian Acres receives 6.9 acre feet of augmentation water per year. MMRC owns a portion of the direct flow water right decreed to the Guiraud 3T Ditch, along with storage water delivered from Spinney Mountain Reservoir and the Lower Sacramento Creek Reservoir No. 1. Reference is made to the Decree entered in Case No. 94CW281 for a more detailed description of MMRC's rights. b. Water stored in the A. C. Rupp Reservoir No. 1, located in the NW 1/4 SW 1/4 of Section 16, Township 13 South, Range 70 West, 6th P.M., and the A. C. Rupp Reservoir No. 2, located in the NW 1/4 NW 1/4 of Section 15, Township 13 South, Range 70 West, 6th P.M., may also be used. Both structures are decreed for augmentation, replacement and exchange purposes. Reference is made to the Decree entered in Case No. 96CW238 (81CW379) for a more detailed description of the water storage rights. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. Sections 37-92- 103(9), 302(1)(2) and 305(8): a. Arabian Acres is the successor-in-interest to the Decree entered in Case No. 94CW281. The Decree approved a plan for augmentation that allows out-of-priority diversions to be made from up to seventeen wells located in the W 1/2 of Section 16, the E 1/2 SW 1/4 SW 1/4 of Section 9, and the SE 1/4 SW 1/4 of Section 9, Township 13 South, Range 70 West, 6th P.M., Teller County. b. The service area of Arabian Acres encompasses portions of Sections 9, 16 and 17, Township 13 South, Range 70 West, 6th P.M., Teller County. Maximum out-of-priority stream depletions associated with water use by customers served by Arabian Acres, plus any water to offset transportation charges allocable to the augmentation plan decreed in 94CW281, are limited to 6.9 acre feet per year. Arabian Acres has not yet reached full build-out. As a consequence, stream depletions associated with water usage by the customers of Arabian Acres are substantially less than the volume of augmentation water available for use. c. Persons and entities have expressed an interest in making bulk purchases of water from Arabian Acres. The water will be used for various purposes, including but not limited to supplementing domestic supplies, watering livestock, dust suppression, etc. The purpose of this plan for augmentation is to allow Arabian Acres to temporarily operate a program whereby persons and entities who reside in Teller County, but who are not within the Arabian Acres service area, can acquire water from Arabian Acres and physically transport the water to the point where it is needed. The volume of water that will be delivered under this program is not expected to exceed an annual average of 80,000 gallons per month. d. All water that is delivered under the program described above will be separately metered and assumed to be one hundred percent consumptive in order to protect other water users from injury. Water diverted by Arabian Acres under the program will be pursuant to a December 29, 2004 priority date. Out-of-priority stream depletions associated with such water deliveries will be primarily augmented using the MMRC augmentation and replacement water described above that is not needed under the plan for augmentation decreed in Case No. 94CW281. When conditions permit during the months of May through September, depletions to the stream system will be augmented using direct flow water rights available to MMRC. During the remainder of the year, and during times when MMRC's direct flow water rights are called out of priority, or a December 29, 2004, exchange of water on Twin Creek is not available, augmentation and replacement water will be released from storage. Due to the small volume of monthly steam 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. Once Arabian Acres reaches full build-out, the program described herein will cease. e. The delivery of MMRC augmentation water to replace stream depletions under the program described herein shall be via an exchange that is separate from the exchange decreed in Case No. 94CW281. MMRC augmentation water may also be exchanged to storage in the A. C. Rupp Reservoir Nos. 1 and 2. The reach of the exchange shall extend from the confluence of the South Platte River and Twin Creek near the Southeast Corner of Section 30, Township 12 South, Range 71 West, 6th P.M. at Lake George; thence up Twin Creek to both its

December 2004 Resume Page 67 of 185 confluence with Grape Creek in the SW 1/4 SW 1/4 of Section 12, Township 13 South, Range 71 West, 6th P.M. and its confluence with an unnamed tributary of Twin Creek in the S 1/2 of Section 9, Township 13 South, Range 70 West, 6th P.M.; and thence up unnamed tributaries of Grape Creek and Twin Creek to Sections 9, 15 and 16, Township 13 South, Range 70 West, 6th P.M. The exchange will be administered with a priority date of December 29, 2004, at a maximum flow rate of 0.25 of a cubic foot per second. f. In the event that the exchange of MMRC water up stream on Twin Creek cannot be operated because a water right senior to December 27, 2004, is commanding the entire flow of Twin Creek, water stored in either the A. C. Rupp Reservoir No. 1 or the A. C. Rupp Reservoir No. 2 will be released to the stream system to ensure that water rights on Twin Creek are not injured. 4. Name and Address of Owner of Land on which New Structures will be Located: N/A. WHEREFORE, Applicant requests the entry of a decree approving this Plan for Augmentation and Exchange Right, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights and decreed conditional water rights. Applicant also requests a determination that delivery of water outside of Applicant's service area on a temporary basis area can proceed so long as out-of-priority stream depletions are replaced as proposed herein. (5 pages).

04CW336 ED EDWARDS, 7360 Shoup Road, Colorado Springs, CO 80908. 719-495-7333. (Robert E. Schween, Robert E. Schween, P.C., 8231 South Winnipeg Circle, Aurora, CO 80016. 303-690-8451.) APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF A PLAN FOR AUGMENTATION FOR NOT NONTRIBUTARY DAWSON AQUIFER WITHDRAWALS, IN EL PASO COUNTY. 2. Water Rights Sought: A. The land and ground water rights subject to this application are owned by Applicant, Ed Edwards. The overlying land area subject to this application shall be referred to as “Applicant’s Property.” B. By this application, Applicant seeks a decree (1) Quantifying and determining the ground water rights underlying Applicant’s Property, described below; and (2) Adjudicating a plan for augmentation for the use of all or a part of its not-nontributary Dawson aquifer ground water through wells to be constructed on Applicant’s Property. 3. Well Permits: Well permits will be applied for prior to construction of wells on the property and in accordance with the terms and conditions of a decree to be granted herein. 4. Legal Description of Wells and Subject Property: A. The wells which are proposed to withdraw ground water from the not-nontributary and nontributary aquifers will be located at any location on a tract of land consisting of 44.4 acres, more or less, and located as follows: A portion of the W ½ of the SE ¼, Section 8, Township 12 South, Range 65 West of the 6th P.M., as shown on Exhibit A hereto (General Location Map) and as described in Exhibit B hereto (Property Legal Description). B. An augmentation plan for use of Applicant's not-nontributary Dawson aquifer ground water is being sought herein. A plan for Denver aquifer withdrawals is not sought by this application. No such augmentation plan is needed for withdrawal and use of ground water in the nontributary Arapahoe and Laramie-Fox Hills aquifers underlying Applicant’s Property. 5. Source of Water Rights: A. Nontributary Ground Water: The ground water contained in the Arapahoe and Laramie-Fox Hills aquifers at this location is nontributary ground water as defined in § 37-90- 103(10.5), C.R.S. A two-percent (2%) relinquishment is imposed on withdraws of such ground water. B. The ground water in the Dawson and Denver aquifers at this location is classified as not-nontributary as such term is defined in §§ 37-90-103(10.7), C.R.S. Prior to withdrawal of such ground water, a plan for augmentation for the replacement of stream depletions caused by

December 2004 Resume Page 68 of 185 such pumping must be judicially approved. Such plan for withdrawals of Dawson aquifer ground water is sought hereinbelow. 6. Estimated Amounts and Rates of Withdrawal: A. Wells will withdraw amounts of ground water at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicant will withdraw the subject ground water through wells to be located at any location on Applicant's Property. The estimated average annual amounts of withdrawal available from the subject aquifers are based upon the Denver Basin Rules, 2 C.C.R. 402-6, and are indicated as follows: Aquifer Acres Sat.Thickness Ave. Ann. Amt Dawson 44.4 335 Ft. 29.7 AF Denver 44.4 385 Ft. 29.0 AF Arapahoe 44.4 255 Ft. 19.2 AF Laramie-Fox Hills 44.4 190 Ft. 12.7 AF B. The average annual amounts available for withdrawal from the subject aquifers will depend on the hydrogeology and the legal entitlement of the Applicant, who asserts a claim to all nontributary and not-nontributary ground water underlying Applicant's Property. C. There are two existing Dawson aquifer wells on Applicant’s Property that were permitted pursuant to § 37- 92-602(1)(b), C.R.S. Applicant requests that the ground water quantities assigned to these structures be adjudicated hereby so that, upon entry of this decree and plan for augmentation, the exempt well permits may be cancelled and the wells re-permitted as fee wells under the plan for augmentation to be decreed hereby. 7. Well Fields; Additional Wells: A. Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available ground water lying below Applicant's Property, as described herein, through the wells requested herein which may be located anywhere on Applicant's Property. Such wells shall be considered a well field. B. Additional wells may be completed in the future to allow full production from a given aquifer. As additional wells are needed, well permit applications will be filed in accordance with § 37-90-137(10), C.R.S. Applicant waives the 600-foot well spacing requirement for wells constructed into the same aquifer within the boundaries of Applicant’s Property. 8. Proposed Use: A. Applicant will use all water withdrawn from the subject aquifers in a water system to be used, reused, successively used, and after use leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, livestock watering, recreational, fish and wildlife, aesthetic uses, and fire protection. B. Said water will be produced for immediate application to said uses, both on and off the property, for storage and subsequent application to said uses, for exchange purposes, for replacement of stream depletions resulting from the use of its water or use of water from other sources, and for augmentation purposes. 9. 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. 10. Name and Address of Owners of the Land on Which Structures are Located: The owner of the overlying land area described herein is the Applicant herein, as identified in Paragraph 1, above. PLAN FOR AUGMENTATION 11. Description of Plan for Augmentation: A. Ground Water to be Augmented: Dawson aquifer ground water to be decreed as described in Paragraph 6A above. B. Water Rights to be Used for Augmentation: Return flows from the use of fully augmented not-nontributary and nontributary ground water; direct discharge of nontributary ground water; and other adequate replacement water sources. 12. Statement of Plan for Augmentation: A. Applicant will use Dawson aquifer ground water herein to serve as the domestic and irrigation supply of nine (9) single-family homes to be constructed on the property. Additionally, a community clubhouse will be part of the development plan. It is contemplated that each home and the clubhouse will have a Dawson aquifer well. Such ground water will be used for all domestic, stock watering, irrigation, and recreational purposes on the property. Each home and the clubhouse will be equipped with a nonevaporative wastewater disposal system. B.

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It is estimated that each residence will require an annual amount of up to 0.9 acre-feet. In-house uses are allocated 0.3 acre-feet, limiting lawn and garden irrigation and stock watering uses to approximately 0.6 acre-feet per year. Applicant reserves the right to amend these values based on final annual quantities available and final planning considerations for the Applicant's Property. C. Assumptions which have previously been acceptable to the Water Court are made in this application as follows: (1) Consumptive use associated with in-residence uses and in-facility uses will be approximately 10% of the water supplied; thus 90% of such water is not consumed and will return to the stream system. (2) Approximately 90% of the water applied to irrigation uses will be consumed; thus about 10% of water used for lawn irrigation purposes will percolate and return to the stream system. (3) Any water used for stock-watering purposes is wholly consumed. D. Before any other type of sewage treatment is proposed in the future, including incorporation of the facility into a central sewage collection and treatment system, Applicant, or its successors and assigns, will amend the decree entered in this case prior to such change and thereby provide notice of the proposed change to other water users by publication procedures required by then existing law. 13. Replacement of Modeled Stream Depletions: A. During the Pumping Period. (1) Pumping from the not-nontributary Dawson aquifer at this location will result in stream depletions in both Water Divisions 1 and 2. Applicant will replace modeled actual stream depletions from Dawson aquifer pumping to the affected stream system pursuant to § 37-90-137(9)(c), C.R.S., to the extent required. (2) Return flows from the use of Dawson aquifer ground water will accrue to the Monument Creek/Arkansas River system, and those return flows will be sufficient to replace actual stream depletions and to fulfill all replacement obligations hereunder while such ground water is being pumped. The following table illustrates the quantity of return flows expected from the proposed uses of 0.9 acre-feet per year at each of the proposed nine (9) homesites and one (1.0) acre-feet per year at the clubhouse facility: Type of Use Amt. Used % Returned Amt Returned Total Returned Domestic .30 AF x 90% = .27 AF x 9 = 2.43 AF Clubhouse 1.00 AF x 90% = .90 AF = 0.90 AF Irrigation .57 AF x 10% = .06 AF x 9 = 0.54 AF Stock-Watering .03 AF x -0- = -0- = -0- Sub-Total 1.90 AF 3.87 AF (4) It is estimated that 3.87 acre-feet of water per year will return to the stream system, assuming the withdrawal and use of a total of 9.1 acre-feet per year by the planned nine homes and the clubhouse. Such amount far exceeds the amount of modeled maximum annual depletion to the stream system, which is approximately 2.1 acre-feet per year at the end of 300 years of pumping. See Stream Depletion Table, Exhibit C. B. During the Period After Pumping Ceases: (1) Modeled stream depletions continue after pumping ceases. At such time, however, Applicant’s successors will demonstrate that any such stream depletions which may continue to occur to the stream system are unmeasurable, non-injurious to other water rights, and need not be replaced. However, in the event the Court finds that such stream depletions must be replaced, Applicant will reserve an adequate amount of nontributary ground water underlying Applicant's property or underlying property of others, and/or acquire another adequate post-pumping source to meet such post-pumping augmentation requirements. (2) Amounts reserved for post-pumping replacement will be equal to that portion of modeled stream depletions that occurs after pumping ceases. 14. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in Paragraph 6A 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 based on estimates of relative values for specific yield and saturated thicknesses, 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. C. Applicant will withdraw the not-nontributary Dawson aquifer ground water requested herein

December 2004 Resume Page 70 of 185 under the plan of augmentation requested herein pursuant to § 37-90-137(9)(c), C.R.S. No plan is sought hereby for withdrawal of not-nontributary Denver aquifer ground water. D. In compliance with House Bill 93-1060 (effective March 30, 1993), Applicant will give notice to every person or entity who has a lien or mortgage on, or deed of trust to, or other financial interest in the overlying land recorded in the county in which the overlying land is located within 10 days of the filing of this application. WHEREFORE, Applicant prays that this Court enter a decree: A. Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; and B. Specifically determining that: 1. Applicant has complied with § 37-90-137(4), C.R.S., and water is legally available for withdrawal by the wells proposed herein. Jurisdiction will be retained with respect to the average annual amounts of withdrawal specified herein to provide for the adjustment of such amounts to conform to actual local aquifer characteristics from adequate information obtained from wells or test holes drilled on or near Applicant's property, pursuant to §37-92-305(11), C.R.S., and Denver Basin Rule 9A; 2. The ground water in the Dawson and Denver aquifers at this location is not-nontributary, and ground water in the Arapahoe and Laramie-Fox Hills aquifers is nontributary; 3. During the pumping period, return flows from the use of not-nontributary Dawson aquifer ground water will serve as an adequate source of replacement water to satisfy Applicant's obligation to replace actual stream depletions occurring as a result of the amount pumped annually; 4. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of Dawson aquifer ground water and the plan for augmentation proposed herein; and 5. No findings of diligence are required to maintain the Denver Basin aquifer ground water rights applied for hereby. FURTHER, Applicant prays that this Court grant such other relief as it deems proper in the premises.

04CW337 DAVID AND MARGEY KNIEVEL, 2381 N. I-76 Frontage Rd., Wiggins, CO 80654. APPLICATION FOR CHANGE OF WATER RIGHT, IN MORGAN COUNTY. Lauck Wells #1-11363F, #2-03053F, #3-10537 Previously decreed in Water Division No. 1, Case No. W-1474, entered November 11, 1974. Decreed point of diversion: all wells located in S22, T4N, R60W, 6th P.M., Morgan County; Well #1 in the NE1/4 of NW1/4, at a point 1350 feet East and 880 feet South of the NW Section Corner of said S22; Well #2 in the SW1/4 of SE1/4 at a point 2625 feet West and 50 feet North of the SE Section Corner of said S22; Well #3 in the SW1/4 of SW1/4 at a point 1320 feet East and 20 feet North of the SW Section Corner of said S22. Source: groundwater Appropriation dates: Well #1-Dec. 13, 1966; Well #2-April 18, 1961; Well #3- March 23, 1945 Amounts: Well #1-2.4 cfs; Well #2-4.22 cfs; Well #3-3.78 cfs Historic use: Well #1-irrigation of 135 acres in the NW1/4 of S22, T4N, R60W, 6th P.M., Morgan County; Wells #2 and #3-irrigation of approx. 230 acres, being approximately 70 acres in the S1/2 of the SE1/4 of S22, T4N, R60W and approx. 160 acres in the SW1/4 of S22, T4N, R67W, 6th P.M., Morgan County; as of their respective appropriation dates. Proposed change: No increase in irrigated acreage, just correcting historic irrigated ground. Well #1 irrigates NW1/4, S22, T4N, R60W and S1/2, SW1/4, S15, T4N, R60W; Wells #2 & #3 irrigate SW1/4; S1/2, NW1/4 & W1/2 of SE1/4, S22, T4N, R60W. (4 pages + 4 map attachments)

04CW338 CITY OF THORNTON, Colorado, c/o Mark R. Koleber, 12450 Washington Street, Thornton, CO 80241, (720) 977-6500. APPLICATION FOR CHANGE OF WATER RIGHT, IN ADAMS AND WELD COUNTIES. William A. Hillhouse II, David C. Taussig, Sarah A. Klahn, Jason V. Turner, White & Jankowski, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. 2. Introduction and Purpose of Application. In Case No. 79CW374, Thornton obtained decreed exchanges for the River Exchange and Ditch Exchange whereby the point of substitution is operated by making releases of reusable effluent from the Outfall of the Metropolitan Sewage Disposal District No. 1 plant (a/k/a/ the “Central Treatment Plant” or

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“CTP”) and from the Denver Water Board’s Pump Station located near that plant. The Metro Wastewater Reclamation District (“Metro”), which treats and discharges sewage from Thornton’s service area at the CTP, plans to construct a new wastewater treatment plant in the vicinity of Brighton, Colorado (the “LSPWTP”). It is possible that some of Thornton’s sewage will be treated at this facility in the future. To the extent that some of Thornton’s sewage is treated at the LSWTP, and to the extent that effluent generated as the result of use of the Replacement Water Rights is subject to further use by Thornton (i.e. “reusable effluent,” meaning any of Thornton’s treated sewage effluent resulting from use of the Replacement Water Rights that may be reused, successively used, disposed of for further use, or otherwise used to extinction), Thornton seeks changes of the decree in Case No. 79CW374 allowing it to use its reusable effluent from alternate points of return to operate those decreed exchanges. If the LSPWTP is constructed it is anticipated that there will be a pipeline from the LSPWTP (the “LSPWTP Pipeline”) up the South Platte River to a point of discharge to the river upstream of the headgate of the Fulton Ditch (the “LSPWTP Pipeline Discharge”). The purpose of this application is for Thornton to obtain changes of its decree in Case No. 79CW374 to use the outfall from the LSPWTP Pipeline Discharge as an alternate point at which Thornton’s substitute supplies will be returned to the South Platte River for the River Exchange and to establish alternate points of return into the Burlington Ditch for the Ditch Exchange to operate the exchanges decreed in Case No. 79CW374. By this application, Thornton does not seek to change the type or place of use of the water diverted by the exchanges, nor seek to enlarge the exchanges decreed in 79CW374 over the decreed 100 c.f.s., but instead seeks to establish and confirm an alternate point at which the substitute supplies will be returned to the South Platte River for the River Exchange and alternate points of return into the Burlington Ditch for the Ditch Exchange. 3. Decreed names of water rights for which change is sought. a. “River Exchange.” b. “Ditch Exchange.” 4. From Previous Decree. In Case No. 79CW374, entered April 23, 1987, this Court approved two conditional appropriative rights of substitution and exchange, designated in the decree as the River Exchange and the Ditch Exchange. In Case No. 93CW046 (79CW374), entered December 16, 1994, this Court approved Thornton’s application for reasonable diligence continuing the exchanges and confirmed the reasonableness of the claim for exchange of 100 c.f.s. In Case No. 00CW243 (79CW374), entered October 10, 2003, this Court approved Thornton’s application for reasonable diligence, re-confirmed the reasonableness of the claim for exchange of 100 c.f.s., and continued the exchanges until October 2009. The parameters of these water rights are described as follows: a. Location of Point of Diversion. i. River Exchange. The headgate of the Burlington Ditch located on the South Platte River in Section 14, T. 3 S., R. 68 W., 6th P.M. ii. Ditch Exchange. Thornton’s proposed diversion facility from the Burlington Ditch to be located above (up-ditch of) the existing outfall to the Burlington Ditch from the Denver Water Board’s Metro Pump Station, near the point where Steele Street crosses the Burlington Ditch. b. Source. i. River Exchange. South Platte River. ii. Ditch Exchange. Waters diverted and carried by the Burlington Ditch. c. Point of Return of Substitute Supply. i. River Exchange. The outfall of the sewer plant at the Metropolitan Denver Sewage Disposal District No. 1 (“Metro Plant”) as it may exist, which is presently located on the South Platte River near the section line between Sections 1 and 12, T. 3 S., R. 68 W., 6th P.M. ii. Ditch Exchange. At or adjacent to the existing outfall to the Burlington Ditch of the Denver Water Board’s Metro Pump Station located in Section 12, T. 3 S., R. 68 W., 6th P.M. d. Amount. 100 c.f.s. conditional. e. Priority Date. December 31, 1979. f. Use. All beneficial uses, including but not limited to, irrigation, agricultural, commercial, industrial and all municipal uses, including, but not limited to, domestic, mechanical, manufacturing, industrial, power generation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, recreation, piscatorial, agricultural, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, and for the replacement, adjustment, and regulation of Thornton’s water supply system, including

December 2004 Resume Page 72 of 185 exchange within Thornton’s system and with other users. The right to use, reuse, and successively use to extinction and dispose of all water diverted under the exchanges was decreed in Case No. 79CW374. g. Source of Substitute Supply. Effluent from treatment at the Metro Plant resulting from the use of the following water rights: (A) transmountain water available to Thornton under the Metropolitan Water Development Agreement, (“Metropolitan Agreement”); (B) the amount of water equal to that historically consumed under the various water rights described in Exhibit “A”, attached to the decree in Case No. 79CW374, provided that the use of such rights has been changed in separate proceedings to municipal use, use for exchange or augmentation or to allow re-use, successive use, and disposition. The effluent described in this subparagraph g is sometimes referred to as “consumptive use effluent” in the decree in Case No. 79CW374. The sources of substitute supply are referred to as “Replacement Water Rights.” h. Historical Use. The River Exchange and Ditch Exchange have not been decreed as absolute. A map showing the facilities in the application and the Thornton service area where the water rights are used is attached to the application as Exhibit 1. 5. Proposed Change. By this application Thornton will change the point of return of the Replacement Water Rights to include alternate points of return to the South Platte River and into the Burlington Ditch as follows: a. Alternate Points of Return of Substitute Supply. i. LSPWTP Pipeline Discharge. In addition to the current point of return of the Replacement Water Rights from the CTP to the South Platte River described in the decree in Case No. 79CW374, Thornton will exercise the River Exchange from the following alternate point of return into the South Platte River as shown on the map attached to the application as Exhibit 1. The planned location of the LSPWTP Pipeline Discharge to the South Platte River is upstream of the Fulton Ditch headgate in the SE ¼ of Section 17, T. 2. S., R 67 W., 6th P.M., Adams County, Colorado. However, the actual location may vary from the planned location and may consist of one or more points of return to the river. Thornton seeks to establish and confirm these alternate point(s) of return for exchanges from the LSPWTP Pipeline Discharge, as constructed, or as subsequently modified, whether at the planned location or at any other location selected. ii. Alternate Points of Return into the Burlington Ditch. In addition to the current point of return of the Replacement Water Rights from the CTP into the Burlington Ditch for the Ditch Exchange described in the decree in Case No. 79CW374, Thornton will exercise the Ditch Exchange from the following alternate point(s) of return into the Burlington Ditch (referred to as the “Burlington Ditch AP”). Thornton proposes to return the Replacement Water Rights into the Burlington Ditch along the reach of the ditch as shown on the map attached to the application as Exhibit 1. The exact location of the point or points of return for the Burlington Ditch AP have not yet been determined, but the reach runs along the Burlington Ditch from a point down-the-ditch of Thornton’s diversion facility out of the Burlington Ditch in the SW ¼ of Section 31, T. 2 S., R. 67 W., 6th P.M., Adams County to a point on the O’Brian Canal near where it enters Barr Lake in the NW ¼ of Section 33, T. 1 S., R. 66 W., 6th P.M., Adams County and to a point on the Little Burlington Ditch in E ½ of Section 32, T. 1 S., R. 66 W. 6th P.M. Adams County. b. Plan of Operation. In addition to operation of the River Exchange and the Ditch Exchange as described in the decree in Case No. 79CW374, Thornton will operate the exchanges as follows: i. River Exchange. Thornton will make releases of the Replacement Water Rights at the alternate point of return at the LSPWTP Pipeline Discharge and divert water by exchange at the Burlington Ditch headgate. ii. Ditch Exchange. Thornton will make releases of the Replacement Water Rights at the Burlington Ditch AP and in exchange divert water at its diversion facility out of the Burlington Ditch. The Ditch Exchange will be operated in accordance with the agreements between Thornton and the owners of the Burlington Ditch. The Replacement Water Rights will either be pumped into the Burlington Ditch at the Burlington Ditch AP from the LSPWTP Pipeline, or released from the LSPWTP Pipeline and stored in the Cooley East Gravel Pit located in S ½ of Section 9 and the NW ¼ of Section 16, T. 2 S., R. 67 W., 6th P.M. Adams County, or released from the LSPWTP Pipeline and stored in the United

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Gravel Pit located in W ½ of the SE ¼, and the SE ¼ of the SW ¼, Section 26; the W ½ of the NE ¼, Section 35, T.1 S., R. 67 W., 6th P.M., Adams County, and from these storage vessels, or other facilities, pumped into the Burlington Ditch at the Burlington Ditch AP described above. 6. Names and addresses of owners or reported owners of land upon which new structures are or will be located. On information and belief the following persons or entities own the land upon which these new structures are or will be located: a. LSPWTP Pipeline Discharge. Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, CO 80601; South Adams County Water and Sanitation District, 6595 E. 70th Ave., Commerce City, CO 80022. b. Burlington Ditch, O’Brian Canal, Little Burlington Ditch, Burlington Ditch AP. Burlington Ditch, Reservoir and Land Company, 80 South 27th Avenue, Brighton, CO 80601; Farmers Reservoir & Irrigation Company, 80 South 27th Avenue, Brighton, CO 80601; Henrylynn Irrigation District, P.O. Box 85, Hudson, CO 86042. c. Cooley East Gravel Pit. Aggregate Industries - West Central Region, Inc., 3605 South Teller Street, Lakewood, CO 80235. d. United Gravel Pit. Bromley District Water Providers, 5460 S. Quebec #110, Greenwood Village, CO 80111. 7. Remarks. Thornton is currently involved in litigation with Metro over Metro’s asserted right to move the location where Metro returns Thornton’s reusable effluent from the existing CTP to another location. By this application, Thornton does not waive its position in the current litigation or in any other litigation that Metro may not move where it returns Thornton’s reusable effluent at the CTP without limitation and without liability, and does not waive Thornton’s right and claim to recover any damages or obtain other relief as a result of Metro’s actions. Exhibit 1 is a map that is attached to the application and is incorporated into the application by reference. A copy of Exhibit 1 is available from the clerk of the water judge for Water Division No. 1 in Greeley, Colorado. (Total of 7 pages including exhibit.)

04CW339 CITY OF THORNTON, Colorado, c/o Mark R. Koleber, 12450 Washington Street, Thornton, CO 80241, (720) 977-6500. APPLICATION FOR CHANGE OF WATER RIGHT, IN ADAMS AND WELD COUNTIES. William A. Hillhouse II, David C. Taussig, Sarah A. Klahn, Jason V. Turner, White & Jankowski, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. 2. Introduction and Purpose of Application. In Case No. 88CW261, Thornton obtained decreed exchanges for the Metro-South Platte River Exchange and the Metro- Burlington Ditch Exchange whereby the point of substitution is operated by making releases of reusable effluent from the Outfall of the Metropolitan Sewage Disposal District No. 1 plant (a/k/a/ the “Central Treatment Plant” or “CTP”) and from the outfall of the Metro Pump Station into the Burlington Ditch located near that plant. The Metro Wastewater Reclamation District (“Metro”), which treats and discharges sewage from Thornton’s service area at the CTP, plans to construct a new wastewater treatment plant in the vicinity of Brighton, Colorado (the “LSPWTP”). It is possible that some of Thornton’s sewage will be treated at this facility in the future. To the extent that some of Thornton’s sewage is treated at the LSWTP, and to the extent that effluent generated as the result of use of the Replacement Water Rights is subject to further use by Thornton (i.e. “reusable effluent,” meaning any of Thornton’s treated sewage effluent resulting from use of the Replacement Water Rights that may be reused, successively used, disposed of for further use, or otherwise used to extinction), Thornton seeks changes of the decree in Case No. 88CW261 allowing it to use its reusable effluent from alternate points of return to operate those decreed exchanges. If the LSPWTP is constructed it is anticipated that there will be a pipeline from the LSPWTP (the “LSPWTP Pipeline”) up the South Platte River to a point of discharge to the river upstream of the headgate of the Fulton Ditch (the “LSPWTP Pipeline Discharge”). The purpose of this application is for Thornton to obtain changes of its decree in Case No. 88CW261 to use the outfall from the LSPWTP Pipeline Discharge as an alternate point at which Thornton’s substitute supplies will be returned to the South Platte River for the Metro- South Platte River Exchange and to establish alternate points of return into the Burlington Ditch

December 2004 Resume Page 74 of 185 for the Metro-Burlington Ditch Exchange to operate the exchanges decreed in Case No. 88CW261. By this application, Thornton does not seek to change the type or place of use of the water diverted by the exchanges, nor seek to enlarge the exchanges decreed in 88CW261 over the decreed 100 c.f.s., but instead seeks to establish and confirm an alternate point at which the substitute supplies will be returned to the South Platte River for the Metro-South Platte River Exchange and alternate points of return into the Burlington Ditch for the Metro-Burlington Ditch Exchange. 3. Decreed names of water rights for which change is sought. a. “Metro-South Platte River Exchange.” b. “Metro-Burlington Ditch Exchange.” 4. From Previous Decree. In Case No. 88CW261, entered May 3, 1993, this Court approved two conditional appropriative rights of substitution and exchange, designated in the decree as the Metro-South Platte River Exchange and the Metro-Burlington Ditch Exchange. In Case No. 99CW078 (88CW261), entered July 1, 2003, this Court approved Thornton’s application for reasonable diligence continuing the exchanges, made portions of the exchanges absolute, and continued the exchanges until July 2009. The parameters of these water rights are described as follows: a. Location of Point of Diversion. i. Metro-South Platte River Exchange. The headgate of the Burlington Ditch located on the southeast bank of the South Platte River in Section 14, T. 3 S., R. 68 W., 6th P.M. ii. Metro-Burlington Ditch Exchange. Thornton’s withdrawal facilities from the Burlington Ditch as such facilities presently exist or may exist in the future (“Thornton’s Burlington Ditch Withdrawal Facilities”). Thornton’s Burlington Ditch Withdrawal Facilities presently consist of the diversion structure located in Section 31, T. 2 S., R. 67 W., 6th P.M., and may in the future include a diversion structure located above (up-ditch of) the existing outfall to the Burlington Ditch from the Denver Water Board’s Metro Pump Station, near the point where Steele Street crosses the Burlington Ditch. b. Source. i. Metro-South Platte River Exchange. South Platte River. ii. Metro-Burlington Ditch Exchange. Waters diverted and carried by the Burlington Ditch. c. Point of Return of Substitute Supply. i. Metro-South Platte River Exchange. The outfall of the Metro Wastewater Reclamation District Plant (previously known as the Metropolitan Denver Sewage Disposal District No. 1 Plant and referred to in the decree as the “Metro Plant”) on the South Platte River as it presently exists and as it may be relocated in the future (the “River Outfall”). The River outfall is presently located on the South Platte River near the section line between Sections 1 and 12, T. 3 S., R. 68 W., 6th P.M. ii. Metro-Burlington Ditch Exchange. The outfall to the Burlington Ditch of the Metro Pump Station (the “Metro ditch outfall”) and Thornton’s proposed pipeline from the South Platte River to the Burlington Ditch (the “Thornton ditch outfall”) as either facility presently exists or may exist in the future. The Metro ditch outfall is presently located on the Burlington Ditch in Section 12, T. 3 S., R. 68 W., 6th P.M. The Thornton ditch outfall is proposed to be located on the Burlington Ditch in Section 20 or Section 29, T. 2 S. R. 67 W., 6th P.M. d. Amount. 100 c.f.s. conditional. (5.74 c.f.s. made absolute in Case No. 99CW078 (88CW261)). Maximum cumulative rate of flow of 100 c.f.s. for Cases No. 79CW374 and 88CW261. e. Date of Appropriation. December 31, 1979. f. Use. All municipal uses, including domestic, mechanical, manufacturing, industrial, generation of electric power and power generally, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, recreation, fish culture, agricultural uses, maintenance and preservation of wildlife and aesthetic values, and for the replacement, adjustment, and regulation including exchange of the units of the City of Thornton Municipal Water System within themselves and with other water users. Because the water diverted by Thornton under exchanges decreed in Case No. 88CW261 will be fully replaced with reusable effluent, Thornton shall have the right to use, reuse, successively use and dispose of to extinction the water diverted into Thornton’s system under the exchanges. g. Source of Substitute Supply. Reusable effluent from treatment at the Metro Plant of wastewater resulting from the use of the water rights described in Attachment 1 to the decree in Case No. 88CW261 (the “Replacement Water Rights.)” h. Historical Use. The Metro-South Platte River Exchange and Metro-Burlington Ditch Exchange are largely conditional

December 2004 Resume Page 75 of 185 rights. A map showing the facilities in the application and the Thornton service area where the water rights are used is attached to the application as Exhibit 1. 5. Proposed Change. By this application Thornton will change the point of return of the Replacement Water Rights to include alternate points of return to the South Platte River and into the Burlington Ditch as follows: a. Alternate Points of Return of Substitute Supply. i. LSPWTP Pipeline Discharge. In addition to the current point of return of the Replacement Water Rights from the CTP to the South Platte River described in the decree in Case No. 88CW261, Thornton will exercise the Metro-South Platte River Exchange from the following alternate point of return into the South Platte River as shown on the map attached to the application as Exhibit 1. The planned location of the LSPWTP Pipeline Discharge to the South Platte River is upstream of the Fulton Ditch headgate in the SE ¼ of Section 17, T. 2. S., R 67 W., 6th P.M., Adams County, Colorado. However, the actual location may vary from the planned location and may consist of one or more points of return to the river. Thornton seeks to establish and confirm these alternate point(s) of return for exchanges from the LSPWTP Pipeline Discharge, as constructed, or as subsequently modified, whether at the planned location or at any other location selected. ii. Alternate Points of Return into the Burlington Ditch. In addition to the current points of return of the Replacement Water Rights from the CTP into the Burlington Ditch for the Ditch Exchange described in the decree in Case No. 88CW261, Thornton will exercise the Metro-Burlington Ditch Exchange from the following alternate point(s) of return into the Burlington Ditch (referred to as the “Burlington Ditch AP”). Thornton proposes to return the Replacement Water Rights into the Burlington Ditch along the reach of the ditch as shown on the map attached to the application as Exhibit 1. The exact location of the point or points of return for the Burlington Ditch AP have not yet been determined, but the reach runs along the Burlington Ditch from a point down-the-ditch of Thornton’s diversion facility out of the Burlington Ditch in the SW ¼ of Section 31, T. 2 S., R. 67 W., 6th P.M., Adams County to a point on the O’Brian Canal near where it enters Barr Lake in the NW ¼ of Section 33, T. 1 S., R. 66 W., 6th P.M., Adams County and to a point on the Little Burlington Ditch in E ½ of Section 32, T. 1 S., R. 66 W. 6th P.M. Adams County. b. Plan of Operation. In addition to operation of the Metro-South Platte River Exchange and the Metro- Burlington Ditch Exchange as described in the decree in Case No. 88CW261, Thornton will operate the exchanges as follows: i. Metro-South Platte River Exchange. Thornton will make releases of the Replacement Water Rights at the alternate point of return at the LSPWTP Pipeline Discharge and divert water by exchange at the Burlington Ditch headgate. ii. Metro-Burlington Ditch Exchange. Thornton will make releases of the Replacement Water Rights at the Burlington Ditch AP and in exchange divert water at its diversion facility out of the Burlington Ditch. The Metro-Burlington Ditch Exchange will be operated in accordance with the agreements between Thornton and the owners of the Burlington Ditch. The Replacement Water Rights will either be pumped into the Burlington Ditch at the Burlington Ditch AP from the LSPWTP Pipeline, or released from the LSPWTP Pipeline and stored in the Cooley East Gravel Pit located in S ½ of Section 9 and the NW ¼ of Section 16, T. 2 S., R. 67 W., 6th P.M. Adams County, or released from the LSPWTP Pipeline and stored in the United Gravel Pit located in W ½ of the SE ¼, and the SE ¼ of the SW ¼, Section 26; the W ½ of the NE ¼, Section 35, T.1 S., R. 67 W., 6th P.M., Adams County, and from these storage vessels, or other facilities, pumped into the Burlington Ditch at the Burlington Ditch AP described above. 6. Names and addresses of owners or reported owners of land upon which new structures are or will be located. On information and belief the following persons or entities own the land upon which these new structures are or will be located: a. LSPWTP Pipeline Discharge. Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, CO 80601; South Adams County Water and Sanitation District, 6595 E. 70th Ave., Commerce City, CO 80022. b. Burlington Ditch, O’Brian Canal, Little Burlington Ditch, Burlington Ditch AP. Burlington Ditch, Reservoir and Land Company, 80 South 27th Avenue, Brighton, CO 80601; Farmers Reservoir & Irrigation Company, 80 South 27th Avenue,

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Brighton, CO 80601; Henrylynn Irrigation District, P.O. Box 85, Hudson, CO 86042. c. Cooley East Gravel Pit. Aggregate Industries - West Central Region, Inc., 3605 South Teller Street, Lakewood, CO 80235. d. United Gravel Pit. Bromley District Water Providers, 5460 S. Quebec #110, Greenwood Village, CO 80111. 7. Remarks. Thornton is currently involved in litigation with Metro over Metro’s asserted right to move the location where Metro returns Thornton’s reusable effluent from the existing CTP to another location. By this application, Thornton does not waive its position in the current litigation or in any other litigation that Metro may not move where it returns Thornton’s reusable effluent at the CTP without limitation and without liability, and does not waive Thornton’s right and claim to recover any damages or obtain other relief as a result of Metro’s actions. Exhibit 1 is a map that is attached to the application and is incorporated into the application by reference. A copy of Exhibit 1 is available from the clerk of the water judge for Water Division No. 1 in Greeley, Colorado. (Total of 8 pages including exhibit.)

04CW340 DAN MARTIN, 12470 Bradford Drive, Parker, CO 80134, 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 ELBERT COUNTY. 2. Description of plan for augmentation: A. Groundwater to be augmented: 2.6 acre-feet per year over a 300 year period of not nontributary Upper Dawson aquifer groundwater available underlying the Subject Property as decreed in Case No. 2002CW246, District Court, Water Division 1. Applicant is the owner of land and water rights decreed in that case, underlying and associated with approximately 40 acres of land, located in part of the SW1/4 of Section 10, T9S, R65W of the 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 Upper Dawson aquifer water and return flows and direct discharge of nontributary Lower Dawson aquifer groundwater underlying the Subject Property as previously decreed in this court in Case No. 2002CW246. Applicant is the owner of a decreed amount of 9.2 acre-feet per year of not nontributary Upper Dawson aquifer groundwater and 10.8 acre-feet per year of nontributary Lower Dawson aquifer groundwater underlying the Subject Property. C. Statement of plan for augmentation: The subject Upper Dawson aquifer groundwater may be used to serve up to four residential lots on the Subject Property through individual wells for a 300 year period. It is estimated that each lot will require approximately 0.65 acre-feet per year for inhouse use (0.4 acre-feet per year), irrigation of 3500 square-feet of home lawn and garden (0.2 acre-feet per year), and stockwatering of four large domestic animals (0.05 acre-feet per year). Applicant reserves the right to amend these values based on final planning of the Subject Property. Sewage treatment for inhouse use will be provided by non-evaporative septic systems. Consumptive use associated with in-house use will be approximately 10% 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 system pursuant to Section 37-90-137(9)(c), C.R.S. Applicant estimates that depletions occur to the Cherry Creek stream system. Return flows from use of the subject water rights from inhouse use through nonevaporative septic systems and from irrigation use, will accrue to the South Platte River 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 Lower Dawson aquifer groundwater underlying the Subject Property to meet augmentation requirements. 3. Remarks: Applicant will withdraw the not nontributary Upper Dawson aquifer water underlying the Subject Property under the plan of augmentation requested herein pursuant to Section 37-90-137(9)(c), C.R.S. WHEREFORE, Applicant prays that this Court enter a Decree: 4. Granting the application herein and specifically determining that vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of

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04CW341 R BAR CATTLE COMPANY, c/o Gary Ramey, President, 11874 County Rd. 370 Sterling, CO 80751 970 522 2761 (Ray Ann Brammer, Brammer Law Office, P.C., Box 1827 Sterling, CO 80751 970 521 0700, attorney for Applicant.) APPLICATION FOR SURFACE WATER RIGHTS AND STORAGE RIGHTS, IN LOGAN COUNTY Name, address, telephone number(s) (residence and business) of applicant(s): SURFACE WATER RIGHTS Name of structure: A. 17 Mile Spring B. Willow Springs. C. Deadman Spring. D. Section 8 - SE Spring. E. Section 8 - SW Spring F. Section 17 Spring No.1. G. Section 17 Spring No. 2. H. Section 20 Spring. Legal description of each point of diversion: (include distance and bearing from established government section corner or quarter corner; or distances from section lines, and indicate ¼ ¼, section number, township, range and meridian; include map). A. 17 Mile Spring - Logan County, in the SE1/4 NE1/4 Section 8, Township 10 North, Range 53 West of the 6th P.M. Approximately 1980 feet from the North Section line and 990 feet from the East Section line. B. Willow Springs - Logan County, in the SE1/4 NE1/4 Section 4, Township 10 North, Range 53 West of the 6th P.M. Approximately 1320 feet from the North Section line and 20 feet from the East Section Line. C. Deadman Spring - Logan County, in the SE 1/4 NW 1/4 Section 32, Township 11 North, Range 53 West of the 6th P.M. Approximately 1320 feet from the North Section Line and 2310 feet from the West Section Line. D. Section 8 - SE Spring - Logan County, in the NW1/4 SE1/4 Section 8, Township 10 North, Range 53 West of the 6th P.M. Approximately 1980 feet from the South Section Line and 2310 Feet from the East Section Line. E. Section 8 - SW Spring - Logan County, in the SW 1/4 SW1/4 Section 8, Township 10 North, Range 53 West of the 6th P.M. Approximately 660 feet from the South Section Line and 990 Feet from the West Section Line. F. Section 17 Spring No. 1- Logan County, SE1/4 SW1/4 Section 17, Township 10 North, Range 53 West, 6th P.M. Approximately 1320 feet from the South Section line and 1980 feet from the West Section Line. G. Section 17 Spring No. 2 - Logan County, SW 1/4 NE 1/4 Section 17, Township 10 North, Range 53 West, 6th P.M. Approximately 1760 feet from the North Section line and 1260 feet from the East Section line. H. Section 20 Spring- Logan County, NE 1/4 NW1/4 Section 20 Township 10 North, Range 53 West, 6th P.M. Approximately 1600 feet from the North Section line and 2310 feet from the West Section Line. Source: (tributary and river) : All Springs are Tributary to Darby Creek which is Tributary to South Platte River. A. Date of initiation of appropriation: 1. 17 Mile Spring - 1800's - weigh station on Oregon Trail. 2. Willow Springs - November 2001 3.Deadman Spring - 1800's weigh station on Oregon Trail 4.Section 8 - SE Spring – 1917 5.Section 8 - SW Spring – 1917 6. Section 17 Spring No. 1 – 1917. 7. Section 17 Spring No. 2 – 1917 8. Section 20 Spring – 1917 B. How appropriation was initiated: field Inspection - for all Springs. C. Date water applied to beneficial use: November 2001 Amount claimed: A. 17 Mile Spring .01115 cfs Absolute B. Willow Spring .01115 cfs Absolute C. Deadman Spring .00446 cfs Absolute D. Section 8 SE Spring .01115 cfs Absolute E. Section 8 SW Spring .01115 cfs Absolute. F. Section 17 Spring No. 1 .01115 cfs absolute G. Section 17 Spring No. 2 .01115 cfs Absolute. H. Section 20 Spring .01115 cfs absolute Use or proposed use: A. 17 Mile Spring: Non Irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, 17 Mile Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange.B. Willow Spring Non Irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, Section 4 Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange. C. Deadman Spring Non Irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, Deadman Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange. D. Section 8 SE Spring Non

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Irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, Section 8 SE Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange. E. Section 8 SW Spring Non Irrigation: Describe uses in detail: piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange. F. Section 17 Spring No.1 Non Irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, Section 17 Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange.G. Section 17 Spring No. 2 Non irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, Section 17 Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange. H. Section 20 Spring Non Irrigation: Describe uses in detail: The spring will be used to fill and refill, whenever water is legally available, Section 20 Dam, storage right applied for herein, with uses including piscatorial, wildlife, recreation, livestock watering, recharge and/or exchange. Name(s) and address(es) of owner(s) of the land upon which any structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. 17 Mile Spring - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751. Willow Spring - State of Colorado - currently leased by Applicant Deadman Spring - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751. Section 8 SE Spring - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 Section 8 SW Spring - State of Colorado - currently leased by Applicant Section 17 Spring No. 1 - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751.Section 17 Spring No. 1 - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751. Section 20 Spring - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 APPLICATION FOR STORAGE WATER RIGHTS Name of Reservoir: A. Legal description of location of dam: (include distance and bearing from established government section corner or quarter corner; or distances from section lines, and indicate ¼ ¼, section number, township, range and meridian; include map). 1. 17 Mile Dam - Logan County NE1/4 NE1/4 Section 8 Township 10 North, Range 53 West, 6th P.M. Approximately 1980 feet from the North Section line and 990 Feet from the East Section Line. 2. Section 4 Dam- Logan County, NW 1/4 SE1/4 Section 4 Township 10 North Range 53 West, 6th P.M. Approximately 2700 feet from the North Section line and 2640 feet from the East Section line. 3. Deadman Dam - Logan County, SW 1/4 NW 1/4 Section 32, Township 11 North, Range 53 West, 6th P.M. Approximately 1320 feet from the North Section Line and 2310 feet from the West Section line. 4. Darby Dam- Logan County, NE1/4 NW1/4 Section 32, Township 11 North, Range 53 West, 6th P.M. Approximately 660 feet from the South Section line and 660 feet from the West Section line. 5. Section 5 NW Dam - Logan County , SW 1/4 NW1/4 Section 5, Township 10 North, Range 53 West, 6th P.M. Approximately 1650 feet from the North Section Line and 330 feet from the West Section line. 6. Section 5 SW Dam - Logan County, NW 1/4 SW1/4 Section 5, Township 10 North, Range 53 West, 6th P.M. Approximately 1980 feet from the South Section line and 990 feet from the West Section line. 7. Section 8 NE Dam- Logan County, SW1/4 NE1/4 Section 8, Township 10 North Range 53 West, 6th P.M. Approximately 1980 feet from the North Section line and 1320 Feet from the West Section Line. 8. Section 8 SE Dam - Logan County, NW1/4 SE1/4 Section 8, Township 10 North, Range 53 West, 6th P.M. Approximately 1980 feet from the South Section line and 2310 from the East Section line. 9. Section 17 Dam, No. 1 - Logan County, SE 1/4 SW1/4 Section 17, Township 10 North, Range 53 West, 6th P.M. Approximately 990 feet from the South Section line and 2310 feet from the West Section line. 10. Section 17 Dam, No. 2- Logan County, SE 1/4 SW 1/4 Section 17 Township 10 North, Range 53 West, 6th P.M. Approximately 660 feet from the South section line and 1980 feet from the West Section Line. 11. Section 20 Dam- Logan County SE1/4 NW1/4 Section 20 Township 10 North, Range 53 West, 6th P.M. Approximately 1650 feet from the North Section line and 2310 feet from the West Section Line.

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12.Section 21 Dam - Logan County NW1/4 SW1/4 Section 21 Township 10 North, Range 53 West, 6th P.M. Approximately 1650 feet from the south Section line and 1320 feet from the West Section line. B. Source: 17 Mile Dam - 17 Mile Spring water right applied for herein, local runoff, drainage from natural draw in Section 4, Township 10 North Range 53 west, 6th P.M. 2. Section 4 Dam - Willow Spring, Water right applied for herein, local runoff, drainage from natural draw in Section 34, Township 11 North, Range 53 West, 6th P.M. 3. Deadman Dam - Deadman Spring, water right applied for herein, local runoff, drainage 4. Darby Dam - local runoff, drainage and will catch flood water runoff from Darby Creek and is located 1/4 mile off channel with a ditch. 5. Section 5 NW Dam -local runoff, drainage and will catch any flood water from Darby Creek. 6. Section 5 SW Dam - local runoff, drainage and will catch any flood water from Darby Creek. 7. Section 8 NE Dam - local runoff, drainage and will catch any flood water from Willow Creek. 8. Section 8 SE Dam - Section 8 SE Spring, water right applied for herein, local runoff, drainage and will catch any flood water from Willow Creek. 9. Section 17 Dam No. 1 - 17 Mile Spring - water right applied for herein, local runoff and drainage. 10. Section 17 Dam No. 2 - 17 mile Spring - water right applied for herein, local runoff and drainage. 11. Section 20 Dam - local runoff, drainage and any flood water. Will catch releases from Section 17 Dam, water right applied for herein. 12. Section 21 Dam - local runoff, drainage and any flood water. A. Date of appropriation: 17 Mile Dam – 1986 . Section 4 Dam - November 2001 3. Deadman Dam - November 2001 4 . Darby Dam - November 2001 5. Section 5 NW Dam - November 2001 6. Section 5 SW Dam - November 2001 7. Section 8 NE Dam - November 2001 8. Section 8 SE Dam - November 2001 9. Section 17 No. 1 Dam - November 2001 10. Section 17 No. 2 Dam - November 2001 11. Section 20 Dam - November 2001 12. Section 21 Dam - November 2001 B. How appropriation was initiated; 1. 17 Mile Dam - Field inspection 2. Section 4 Dam - Field inspection 3. Deadman Dam - Field inspection 4. Darby Dam - Field inspection 5. Section 5 NW Dam - Field inspection 6. Section 5 SW Dam - Field inspection. 7. Section 8 NE Dam - Field inspection 8. Section 8 SE Dam - Field inspection 9. Section 17 No. 1 Dam - Field inspection 10. Section 17 No. 2 Dam - Field inspection 10. Section 20 Dam - Field inspection 11. Section 21 Dam - Field inspection Date water applied to beneficial use: 2001 Amount claimed: A. Amount Claimed in Acre Feet: 1. 17 Mile Dam - 4 acre feet – conditional 2. Section 4 Dam - 4 acre feet – conditional 3. Deadman Dam - 4 acre feet – conditional 4. Darby Dam - 4 acre feet – conditional 5. Section 5 NW Dam - 4 acre feet – conditional 6. Section 5 SW Dam - 4 acre feet – conditional 7. Section 8 NE Dam - 4 acre feet – conditional 8. Section 8 SE Dam - 4 acre feet – conditional 9. Section 17 No. 1 Dam - 4 acre feet – conditional. 10. Section 17 No. 2 Dam - 4 acre feet – conditional 11. Section 20 Dam - 4 acre feet – conditional 12. Section 21 Dam - 4 acre feet – conditional B. If off- channel reservoir, rate of diversion in cfs for filling the reservoir: Use:A. If non-irrigation, describe purpose fully: 1. 17 Mile Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available.2. Section 4 Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 3. Deadman Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 4. Darby Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 5. Section 5 NW Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 6. Section 5 SW Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 7. Section 8 NE Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge

December 2004 Resume Page 80 of 185 and/or exchange, with the right to fill and refill, whenever legally and physically available 8. Section 8 SE Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 9. Section 17 Dam No. 1 - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 10. 9. Section 17 Dam No. 2 - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available. 11. Section 20 Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available 12. Section 21 Dam - Storage for livestock watering, flood control, piscatorial, wildlife, recreation recharge and/or exchange, with the right to fill and refill, whenever legally and physically available A. Surface area of high water line:1. 17 Mile Dam - 2 acres 2. Section 4 Dam - 2 acres3. Deadman Dam - 2 acres 4. Darby Dam - 2 acres 5. Section 5 NW Dam - 2 acres 6. Section 5 SW Dam - 2 acres 7. Section 8 NE Dam - 2 acres 8. Section 8 SE Dam - 2 acres 9. Section 17 Dam No. 1 - 2 acres. 10. Section 17 Dam No. 2 - 2 acres 11. Section 20 Dam - 2 acres. 12. Section 21 Dam - 2 acres B. Maximum height of dam in feet: 1. 17 Mile Dam - 15 feet.2. Section 4 Dam - 15 feet 3. Deadman Dam - 15 feet 4. Darby Dam - 15 feet 5. Section 5 NW Dam - 15 feet 6. Section 5 SW Dam - 15 feet 7. Section 8 NE Dam - 15 feet 8. section 8 SE Dam - 15 feet 9. Section 17 Dam No. 1 - 15 feet 10. Section 17 Dam No. 2 - 15 feet 10. Section 20 Dam - 15 feet 11. Section 21 Dam - 15 feet. C. Length of dam in feet: 1. 17 Mile Dam - 75 feet. 2. Section 4 Dam -300 feet 3. Deadman Dam - 100 feet. 4. Darby Dam - 660 feet. 5. Section 5 NW Dam -100 feet. 6. Section 5 SW Dam - 100 feet. 7. Section 8 NE Dam - 660 feet. 8. Section 8 SE Dam - 75 feet. 9. Section 17 Dam No. 1 - 400 feet. 10. Section 17 Dam No. 2 - 100 feet. 11. Section 20 Dam - 70 feet. 12. Section 21 Dam - 150 feet. Total capacity of reservoir in acre feet: 1. 17 Mile Dam - Active: 4 acre feet. Dead: 2. Section 4 Dam - Active: 4 acre feet. Dead:3. Deadman Dam - Active: 4 acre feet.Dead: 4. Darby Dam - Active: 4 acre feet Dead: 5. Section 5 NW Dam - Active: 4 acre feet. Dead: 6. Section 5 SW Dam - Active: 4 acre feet. Dead: 7. Section 8 NE Dam - Active: 4 acre feet. Dead: 8. Section 8 SE Dam - Active: 4 acre feet. Dead: 9. Section 17 Dam No. 1- Active: 4 acre feet. Dead: 10. Section 17 Dam No. 2 - Active: 4 acre feet Dead: 11. Section 20 Dam - Active: 4 acre feet. Dead: 12. Section 21 Dam - Active: 4 acre feet. Dead: Name(s) and address(es) of owner(s) of the land upon which any structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. (Identify where dam is located and land within high water line.) 1. 17 Mile Dam - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 2. Section 4 Dam - State of Colorado - currently leased by Applicant 3. Deadman Dam - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 4. Darby Dam - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 5. Section 5 NW Dam - State of Colorado - currently leased by Applicant 6. Section 5 SW Dam - State of Colorado - currently leased by Applicant 7. Section 8 NE Dam - State of Colorado - currently leased by Applicant 8. Section 8 SE Dam - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751. 9. Section 17 Dam No. 1 - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751. 10. Section 17 Dam No. 2 - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 11. Section 20 Dam - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751 12. Section 21 Dam - Applicant and Central Grain, Inc. , P.O. Box 1866, Sterling, CO 80751. (See Attached Consent of Central Grain, Inc. Remarks or any other pertinent information: All dams are constructed with an outlet for releases.

04CW342 TRINITY PROPERTIES, L.P., 356 Foxenwood Drive, Santa Maria, CA 93455, Telephone: (805) 937-3505 (P. Andrew Jones, Bradley C. Grasmick, Lind, Lawrence & Ottenhoff, LLP, 1011 11th Ave., Greeley, CO 80631; (970) 353-8819) APPLICATION FOR

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WATER RIGHTS, CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN WELD COUNTY. II. Application for New Water Rights: B. Alluvial Wells: 1. Name of Wells: a. Trinity Well No. 1 b. Trinity Well No. 2 c. Trinity Well No. 3 d. Trinity Well No. 4 e. Trinity Well No. 5 f. Trinity Well No. 6 g. Trinity Well No. 7 h. Trinity Well No. 8 i. Trinity Well No. 9 j. Trinity Well No. 10 k. Trinity Well No. 11 l. Trinity Well No. 12 m. Trinity Well No. 13 n. Trinity Well No. 14 o. Trinity Well No. 15 p. Trinity Well No. 16 q. Trinity Well No. 17 r. Trinity Non-Potable Well No. 1 s. Trinity Non-Potable Well No. 2. 2. Location of Wells: Trinity Well Nos. 1-17 and Trinity Non-Potable Well Nos. 1 and 2 will be located in the SE ¼ of Section 7, Township 6 North, Range 63 West of the 6th P.M. 3. Source of Water: Alluvium 4. Appropriation Date: December 29, 2004, by filing this application with the Water Court. 5. Amount claimed: 15 gpm each for Trinity Well Nos. 1-17, conditional. 200 g.p.m. each for Trinity Non-Potable Well No. 1 and No. 2, conditional. 6. Use: Trinity Well Nos. 1-17 will be used for in-house, domestic and the irrigation of lawn and gardens on 17 single family units located on individual lots in a development in Section 7, Township 6 North, Range 63 West of the 6th P.M. Trinity Non-Potable Well No. 1 and No. 2 will be used for the irrigation of open space within the development in Section 7, Township 6 North, Range 63 West of the 6th P.M. B. Surface Rights: 1. Name of Structures: a. Trinity Recharge Basin No. 1 b. Trinity Recharge Basin No. 2 c. Trinity Recharge Basin No. 3 2. Point of Diversion: The headgate of the New Cache la Poudre Irrigating Canal as described in paragraph III.1.c. below. 3. Location of Structures: a. Trinity Recharge Basin No. 1 will be located in the East Half of the North West Quarter of Section 7, Township 6 North, Range 63 West of the 6th P.M and will have an estimated surface area of approximately 9 acres. b. Trinity Recharge Basin No. 2 will be located in the North Half of the North East Quarter of Section 7, Township 6 North, Range 63 West of the 6th P.M and will have an estimated surface area of approximately 9 acres. c. Trinity Recharge Basin No. 3 will be located in the East half of the South West Quarter of Section 7, Township 6 North, Range 63 West of the 6th P.M. and will have an estimated surface area of approximately 9 acres. 4. Source: The Cache la Poudre River 5. Appropriation Date: December 29, 2004 by filing this application with the Water Court, Water Division No. 1. 6. Amount Claimed: a. Trinity Recharge Basin No. 1: 45.5 acre-feet, conditional b. Trinity Recharge Basin No. 2: 44.5 acre- feet, conditional c. Trinity Recharge Basin No. 3: 45.5 acre-feet, conditional d. Diversion at New Cache Headgate: 20 c.f.s., conditional 7. Use: Trinity Recharge Basin Nos. 1, 2 and 3 will be used for storage, augmentation, replacement, recharge, piscatorial, and recreation. III. Change of Water Right. A. Water Rights to be changed: 1. 2 Shares of the New Cache la Poudre Irrigating Company represented by Certificate No. 4501. 2. Previous Decrees: Priority No. Date of Appropriation Decreed Amount Case No. 37 October 25, 1870 110 cfs 320 44 September 15, 1871 170 cfs 320 72 November 10, 1874 184 cfs 320 83 September 15, 1877 120 cfs 320 May 27, 1974 65 cfs W-8059 3. The headgate of the New Cache la Poudre Irrigating Company Canal is on the north bank of the Cache la Poudre River in the NE1/4 of the SE1/4 of the SW1/4 of Section 11, Range 6N, Township 68W of the 6th P.M., Larimer County, Colorado. The 2 shares are adjudicated for irrigation. 4. Historic Use-Location: The 2 shares of the New Cache la Poudre Irrigating Company have been used to irrigate 116 acres in Section 7, Township 6 North, Range 63 West of the 6th P.M. The lands formerly served by the 2 shares of New Cache shall no longer be irrigated by the 2 shares. Irrigation on those lands may still occur to the extent it is done by the Trinity Wells Nos. 1-17 and/or the Trinity Non-Potable Wells Nos. 1 and 2 as described above. 5. Historic Use-Average Historical Consumptive Use and Return Flows: The average historic farm headgate delivery of 2 shares of New Cache was determined to be approximately 22.80 acre feet

December 2004 Resume Page 82 of 185 per year based on 15% ditch loss. The average historic consumptive use of the 2 shares was determined to be approximately 13.5 acre feet per year. Return flows for the 2 shares accrue to Crow Creek. The average historic return flows for the 2 shares are approximately 9.2 acre feet per year and are divided between surface and subsurface return flows. 6. Proposed Change: Applicant seeks to change the use of 2 shares of the New Cache la Poudre Irrigating Company to include storage, augmentation, replacement, and recharge. Applicant intends to fully consume the consumable portion of the water, either by first use, successive use or disposition. 7. Claim for return flows: By filing this application, Applicant appropriates all return flows associated with the 2 shares with an appropriation date of December 29, 2004. IV. Augmentation Plan. A. Name of Structures to be Augmented: Trinity Well Nos. 1-17 and Trinity Non-Potable Well No. 1 and No. 2 as previously described in this Application. B. Plan for Augmentation: 1. Since the use of these 19 wells as described above are not exempt as part of the development they will serve, applicant proposes a plan of augmentation to prevent injury to senior appropriators from any out-of-priority diversions by the wells. 2. Well Depletions. The use of the wells cause the depletion of 13.5 acre feet of water per year based on the on site project demand for the water for in-house, domestic and lawn and garden and open space irrigation uses. 3. Recharge Accretions and Augmentation Release. Applicant will use the 2 shares of New Cache to make direct augmentation releases back to Crow Creek and for storage in and recharge from the Trinity Recharge Basins Nos. 1, 2 and 3. The recharge accretions and augmentation release credits attributed to the 2 shares of New Cache, in acre-feet, will total approximately 22.8 acre feet. In addition, Applicant will use the junior recharge right for the Trinity Recharge Basins Nos. 1, 2 and 3 to obtain additional credits to be used as an augmentation supply under the plan applied for herein. 4. The Net River Impact. The net impact results in no material injury to senior water rights. C. Name and Address of Owners of Structures: Applicant owns Trinity Well Nos. 1-17, the Trinity Non-Potable Well No. 1 and No. 2, Trinity Recharge Basin No.1, No. 2 and No. 3 and the 2 shares of New Cache. The New Cache la Poudre Irrigating Company, c/o Mr. Don Magnusson, 33040 Railroad Avenue, P.O. Box 104, Lucerne, Colorado 80646, owns the New Cache la Poudre Irrigating Canal. Applicant recognizes its obligation to obtain the permission of the New Cache la Poudre Irrigating Company to use the New Cache la Poudre Irrigating Canal.

04CW343 THE NEW CACHE LA POUDRE IRRIGATING COMPANY, 33040 Railroad Avenue, P.O. Box 104, Lucerne, CO 80646, (970) 352-0222, Attn: Don Magnuson, Superintendent. Please address all future correspondence and pleadings to: William H. Brown, Fischer, Brown & Gunn, P.C., P.O. Box Q, Fort Collins, CO 80522, (970) 407-9000. APPLICATION FOR WATER RIGHTS, STORAGE, ENLARGEMENT, IN LARIMER AND WELD COUNTIES. 2. The name of the structure is the Cornish Plains Reservoir and Recharge Facility (hereinafter “Cornish Reservoir”). 3. The Cornish Reservoir is described as follows: The reservoir is to be located within all or portions of the following. The SW1/4NW1/4, NW1/4SW1/4, NE1/4SW1/4, SW1/4SW1/4, SE1/4SE1/4, SW1/4SE1/4, and SE1/4SE1/4, all in Section 5; the NW1/4NW1/4, NE1/4NW1/4, SE1/4NW1/4, NW1/4NE1/4, NE1/4NE1/4, SW1/4NE1/4, SE1/4NE1/4, NW1/4SE1/4, NE1/4SE1/4, and SE1/4SE1/4, all in Section 8; and W1/2NW1/4 and NW1/4SW1/4 of Section 9, all in Township 6 North, Range 63 West of the 6th P.M., Weld County. Maps showing the reservoir’s location are attached as Exhibits A and B. 4. An application for storage in Cornish Reservoir was filed on December 30, 2002, in an amendment to Case No. 2001CW201. That application claimed the amount of 1,600 acre feet. 5. This application seeks additional storage in Cornish Reservoir in the amount of 1,500 acre feet, hereinafter referred to as the “enlargement”, for a total storage amount of 3,100 acre feet. 6. Sources of water for the Cornish Reservoir are the Cache La Poudre River; surface water and drainage water, including precipitation and irrigation runoff, flowing into the John Law Seep Ditch and Drainage, Cole Bank Draw, also known as Coalbank Draw, Graham Seep Ditch, Eaton

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Draw, Willow Creek, which is also known as Galeton Draw, Owl Creek, which is also known as Howard Drain, North Side Lateral, North Side Extension Ditch, the Greeley No. 2 Canal, and also the Cornish Reservoir. 7. Description of points of diversion: A. The headgate of the Greeley No. 2 Canal is located at the SW¼ SE¼ NE¼ of Section 11, Township 6 North, Range 68 West of the 6th P.M., in Larimer County, Colorado, at a point which lies N 87° 30’ W 1040 feet from the ¼ section corner common to Sections 11 and 12 in said Township 6 North and Range 68 West. B. The John Law Seep Ditch point of diversion into the Greeley No. 2 Canal is located at the confluence of the Law Ditch with the Greeley No. 2 Canal, located in the NW¼ SW¼ of Section 14, Township 6 North, Range 67 West of the 6th P.M., Weld County, Colorado, at a point approximately 5,250 feet west of the east section line and 1,250 feet north of the south section line. C. The Cole Bank Draw point of diversion into the Greeley No. 2 Canal is located at the confluence of Cole Bank Draw with the Greeley No. 2 Canal, located in the SE¼ NE¼ of Section 16, Township 6 North, Range 66 West of the 6th P.M., Weld County, Colorado, at a point approximately 500 feet west of the east section line and 2,000 feet south of the north section line of said Section 16. D. The Eaton Draw point of diversion into the Greeley No. 2 Canal is located at the confluence of Eaton Draw with the Greeley No. 2 Canal, located in the NW¼ NE¼ of Section 17, Township 6 North, Range 65 West of the 6th P.M., Weld County, Colorado, at a point approximately 2,000 feet west of the east section line and 5,000 feet north of the south section line of said Section 13. E. The Galeton Draw point of diversion is located at the confluence of Willow Creek with the North Side Lateral, located in the SW¼ NE¼ of Section 7, Township 6 North, Range 64 West of the 6th P.M., Weld County, Colorado, at a point approximately 1500 feet west of the east section line and 1750 feet south of the north section line. F. The Owl Creek point of diversion is located at the confluence of Owl Creek with the North Side Lateral, located in the NE¼ SE¼ of Section 21, Township 6 North, Range 64 West of the 6th P.M., Weld County, Colorado, at a point approximately 1400 feet north of the south section line and 50 feet west of the east section line. G. Other inflows at any location along the courses of the North Side Lateral, the North Side Extension Ditch, and the Greeley No. 2 Canal are also claimed, as are inflows of precipitation and surface drainage directly into the Cornish Reservoir from surrounding lands. 8. The surface area of the Cornish Reservoir at its high water line is to be approximately 300 acres at the spillway level. Its dam will be approximately 2,850 feet in length, with a maximum height of approximately 25 feet. Dead storage is zero. 9. The claimed date of appropriation is December 20, 2002. On that date, the board of the applicant, by resolution, expressed its intent to appropriate the maximum amount of water that could be contained by the Cornish Reservoir as determined by the applicant’s engineering consultants. Prior thereto, on May 5, 2002, the applicant’s engineer, Duane Smith of Smith Geotechnical, Fort Collins, and the applicant’s superintendent, Don Magnuson, made an on-site inspection of the property on which the Cornish Reservoir is to be constructed for the purpose of evaluating the adequacy of the site for the storage of water, to include that amount herein claimed as the enlargement. 10. Uses: Municipal; irrigation; domestic; commercial; industrial; mechanical; manufacturing; recreation; generation of electrical energy; power; fire protection; watering of parks, lawns and golf courses; piscatorial; preservation and enhancement of wildlife habitat; replacement of lake and reservoir evaporation, recharge, augmentation, exchange, and use as substitute supply. Such beneficial uses may be accomplished by direct use, storage, exchange, augmentation, recharge, replacement, and/or adjustment and regulation of stream flow. A. If irrigation, complete the following: (1) Number of acres historically irrigated: Approximately 40,000. (2) Total number of acres proposed to be irrigated: The same acreage as historically irrigated. Irrigation may be accomplished by exchanges within applicant’s system. (3) Legal description of acreage irrigated or to be irrigated: Said lands are situate in all or portions of Sections 2, 3, 4, 5, Township 5 North, Range 64 West; Sections 1, 2, 3, 4, 5, Township 5 North, Range 65 West; Sections 7, 17, 18, 19, 20, 29, 30, Township 6 North, Range 63 West; Sections 7, 12, 13, 14, 18 through 36, Township 6 North,

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Range 64 West; Sections 12, 13, 14, 15, 16, 17, 19 through 36, Township 6 North, Range 65 West; Sections 13, 14, 15, 16, 17, 19 through 34, Township 6 North, Range 66 West; Sections 15 through 25, Township 6 North, Range 67 West; Sections 11, 12, 13, Township 6 North, Range 68 West, all of which lands are situate in Weld County, State of Colorado. B. If non-irrigation, describe purposes fully: The water will be used to irrigate lands of shareholders of the applicant; for fish propagation and surface recreation within the reservoirs; in exchanges to be later decreed or duly approved, whereby the water will be exchanged for other water diverted at Applicant’s Cache La Poudre River headgate for the Greeley No. 2 Canal, or at other locations; in plans for augmentation to be later decreed, whereby the water will be used to augment the out-of-priority depletions of water used for the purposes described at the beginning of this paragraph 10, for the recharge of the ground water alluvium of the South Platte River to enable the water to be used for the purposes described herein, and for the maintenance of stored water levels for recreational use. 11. Names and addresses of owners of land on which structures for the water rights are located: Applicant owns the site of the Cornish Reservoir. To the best of Applicant’s knowledge, there are 228 landowners, whose names and addresses are listed on Exhibit C attached hereto, which may have ownership interests in the other structures identified in this application. 12. Applicant claims one complete refill annually of the Cornish Reservoir enlargement when water is legally available.

04CW344 CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT, 8501 E. Iliff Avenue, Denver, CO 80231, (303) 755-4474 through Attorneys: Frederick A. Fendel, III, #10476, Matthew S. Poznanovic, # 29990, PETROCK & FENDEL, P.C., 700 17th Street, Suite 1800, Denver, CO 80202, 303-534-0702. IN THE MATTER OF THE APPLICATION OF CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT FOR CHANGE OF CONDITIONAL WATER RIGHT AND AMENDMENT TO PLAN FOR AUGMENTATION, IN ARAPAHOE COUNTY. APPLICATION TO MAKE CONDITIONAL WATER RIGHT ABSOLUTE, FOR CHANGE OF CONDITIONAL WATER RIGHT AND TO AMEND PLAN FOR AUGMENTATION 2. With this Application, Cherry Creek Valley Water and Sanitation District (“District”) seeks to further refine its Wabash Storage and Recharge System. A portion of the system has been built, in locations that vary from the decreed locations of the individual reservoirs, and the components that remain to be built will be built in new locations with a different configuration as well. The District seeks to change its conditional water right for the Wabash Storage and Recharge System decreed in Case No. 94CW266 to change the places of storage to conform to the locations as built and the refined plans for the remaining structures. The District also seeks to amend its augmentation plan decreed in Case No's. 90CW218(A) and 94CW267 to conform the decrees as necessary to the new locations of the storage reservoirs, the actual and planned capacities of the storage structures, and to include five additional wells, the Holland Marcus Wells Nos. 1-5 as a source of storage water for the structures. The District seeks to make 83 acre-feet of its conditional water rights absolute for irrigation, recreation and augmentation uses. 3. Prior decrees: 3.1 90CW218(A): This is an augmentation plan allowing the use of three alluvial wells, using nontributary groundwater as the augmentation supply, and decreeing an exchange of effluent from the Metro Wastewater Reclamation District plant to the three alluvial wells. The District has filed an amendment to this plan in Case No. 03CW126 to change the location of two of its three alluvial wells (ALV-1 and ALV-2), adding the Holland Marcus Wells Nos. 1-5 as augmented points of diversion and adding a pre-213 Arapahoe Aquifer well as a source of augmentation water. 3.2 94CW267: This decree amended the plan decreed in 90CW218(A) by adding additional sources of augmentation water decreed in Case No. 94CW266 and adding two surface points of diversion as augmented diversions. The District has filed an amendment to this plan in Case No. 03CW126. 3.3 94CW266: This is a conditional water right decree for the Wabash Storage and Recharge

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System, the Wabash Effluent Exchange and Wabash Consumable Return Flows Exchange. 4. Structure/Conditional Water Rights: 4.1 Wabash Storage and Recharge System Water Right as decreed in Case No. 94CW266. Description of Conditional Water Rights from original decree: 5.1 Original decree: Case No. 94CW266, entered January 3, 1997. The District filed an application for reasonable diligence in Case No. 03CW11 on January 21, 2003. 5.2 The Wabash Storage and Recharge System Water Right: Locations: CCV Storage and Recharge Structure 1 was decreed to be located in the NE ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M. The “center point” of the structure (to the extent that such a point can be defined) was to be approximately 1,550 feet north of the south line and 700 feet west of the east line of said section. CCV Reservoir 2 was decreed to be located in the NE ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M. The “center point” of the reservoir (to the extent that such a point can be defined) was to be approximately 1,640 feet north of the south line and 320 feet west of the east line of said section. CCV Storage and Recharge Structure 3 was decreed to be located in the NE ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M. The “center point” of the structure (to the extent that such a point can be defined) was to be approximately 2,240 feet north of the south line and 470 feet west of the east line of said section. CCV Reservoir 4 was decreed to be located in the NW ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M. The “center point” of the reservoir (to the extent that such a point can be defined) was to be approximately 2,225 feet north of the south line and 1,875 feet west of the east line of said section. CCV Storage and Recharge Structure 5 was decreed to be located in the SE ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M. The “center point” of the structure (to the extent that such a point can be defined) was to be approximately 1,100 feet north of the south line and 430 feet west of the east line of said section. Source: Water diverted from Cherry Creek and its alluvium and surface water tributary thereto. Amount: 419 acre-feet conditional, diverted at a maximum rate of 211.69 cfs, for all reservoirs and storage and recharge structures, together with the rights (1) to fill and refill said structures whenever the water rights decreed herein are either in priority or are being augmented and (2) to fully consume all waters lawfully placed into the individual structures which make up the system. The capacities of the individual structures are as follows: CCV Storage and Recharge Structure 1: 5 acre-feet. CCV Reservoir 2: 90 acre-feet. CCV Storage and Recharge Structure 3: 160 acre-feet. CCV Reservoir 4: 34 acre-feet. CCV Storage and Recharge Structure 5: 130 acre- feet. Appropriation Date: October 18, 1994. Use: All municipal purposes in the District’s “Separate Water System”, including but not limited to domestic, irrigation, commercial, industrial, recreation, and fish and wildlife preservation; augmentation replacement and exchange; and artificial recharge of the alluvium of Cherry Creek and of those portions of the Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the District. 6. Description of changes to the Wabash Storage and Recharge System Water Right, Wabash. Effluent Exchange, and Wabash Consumable Return Flows Exchange: 6.1 West Wabash Storage & Recharge Structure, to be located, but not limited to, land which CCV Reservoir No. 4 was to be located and additional lands in the NW ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M., as shown on Attachment A. The capacity will be up to 125 acre-feet. The West Wabash Storage & Recharge Structure discharges to Cherry Creek in the NE ¼ of the SW ¼ of Section 28, T4S, R68W of the 6th P.M. 6.2 West Wabash Alluvial Underground Storage & Recharge Structure, to be located in the alluvium beneath the West Wabash Storage & Recharge Structure, as shown on Attachment A. The capacity will not exceed 110 acre-feet. The structure will be constructed so as to confine the underground storage from the Cherry Creek alluvium so that water may be placed into storage and withdrawn for beneficial use. 6.3 East Wabash Storage and Recharge Structure is a series of interconnected ponds and watercourses identified as the Cherry Creek Country Club (CCCC) Golf Course Water Bodies A – L. The total constructed capacity is approximately 83 acre-feet of which 41 acre-feet is active storage and 42 acre-feet will be pool and dead storage. The ponds are constructed as an integrated water system in which storage

December 2004 Resume Page 86 of 185 water is circulated from higher to a base level elevation. The East and West Wabash Storage and Recharge Structures will be interconnected by pipelines. The East Wabash Storage and Recharge Structure is located in portions of Sections 27, 28, 33, and 34 of T4S, R67W of the 6th P.M. The East Wabash Storage & Recharge Structure discharges to Cherry Creek in the NW ¼ of the NW ¼ of Section 34, T4S, R67W of the 6th P.M. The locations of the CCCC Golf Course Water Bodies are as follows: 6.3.1 CCCC Water Body A is located in the NE ¼ of the SE ¼ of Section 28, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 1099 feet south of the north line and 228 feet west of the east line of said section. 6.3.2 CCCC Water Body B is located in the NW ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 733 feet south of the north line and 482 feet east of the west line of said section. 6.3.3 CCCC Water Body C is located in the NE ¼ of the NW ¼ of Section 34, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 361 feet south of the north line and 978 feet west of the east line of said section. 6.3.4 CCCC Water Body D is located in the SE ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 40 feet north of the south line and 1000 feet west of the east line of said section. 6.3.5 CCCC Water Body E is located in the SE ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 468 feet north of the south line and 966 feet west of the east line of said section. 6.3.6 CCCC Water Body F is located in the SE ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 829 feet north of the south line and 849 feet west of the east line of said section. 6.3.7 CCCC Water Body G is located in the SE ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 951 feet north of the south line and 1160 feet west of the east line of said section. 6.3.8 CCCC Water Body H is located in the NW ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 966 feet south of the north line and 999 feet east of the west line of said section. 6.3.9 CCCC Water Body I is located in the SW ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 1282 feet north of the south line and 477 feet east of the west line of said section. 6.3.10 CCCC Water Body J is located in the SW ¼ of the SW ¼ of Section 27, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 171 feet north of the south line and 282 feet east of the west line of said section. 6.3.11 CCCC Water Body K is located in the NW ¼ of the NW ¼ of Section 34, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 412 feet south of the north line and 18 feet west of the east line of said section. 6.3.12 CCCC Water Body L is located in the NW ¼ of the NW ¼ of Section 34, T4S, R67W of the 6th P.M. The “center point” of the body of water (to the extent that such a point can be defined) will be approximately 197 feet south of the north line and 281 feet west of the east line of said section. 6.4 East Wabash Alluvial Underground Storage & Recharge Structure, to be located in the alluvium beneath portions of the Cherry Creek Country Club Golf Course. The East Wabash Storage and Recharge Structure is located in portions of Sections 27, 28, 33, and 34 of T4S, R67W of the 6th P.M. as generally indicated on Attachment A. The capacity will not exceed 419 acre-feet. The structure will be constructed so as to confine the underground storage from the Cherry Creek alluvium so that water may be placed into storage and withdrawn for beneficial use. 6.5 Storage of the conditional water storage rights in the East and West Wabash Storage and Recharge Structures and the Alluvial Underground Storage and

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Recharge Structures shall not exceed 419 acre-feet, diverted at a maximum rate of 211.69 cfs, for all the above-described reservoirs and storage and recharge structures, together with the rights (1) to fill and refill said structures whenever the water rights decreed herein are either in priority or are being augmented and (2) to fully consume all waters lawfully placed into the individual structures which make up the system. The Holland Marcus Wells Nos. 1-5 will also divert water into the Wabash Project at the locations and in the amounts specified in Case No. 03CW126. The water storage, diversion structures, interconnecting pipelines and waterways, discharge structures, tributary, not-nontributary, and nontributary wells, and related facilities as originally decreed and amended in this application are an integrated water supply system and are collectively known as the Wabash Project. All other elements of the conditional water rights remain the same. 7. Amendment to the Plan for Augmentation. 7.1 Original Decrees: Case Nos. 90CW218(A) and 94CW267. 7.2 Description of Amendment. The decree in Case No. 94CW267 refers to the components of the Wabash Storage and Recharge System as sources of augmentation water. The District seeks to amend its plan for augmentation to conform the descriptions of augmentation sources to the changed places of storage as described above. 8. Application to Make Absolute 8.1 Applicant requests that 83 acre-feet of the conditional water right be made absolute for irrigation, recreation and augmentation uses. During Irrigation Year 2003, a total of 244 acre-feet was pumped from the Holland Marcus Wells 1, 4 and 5 and diverted into storage in the East Wabash Storage and Recharge Structure and put to beneficial use. By August 1, 2003, Applicant filled the East Wabash Storage and Recharge Structure to full capacity. Water diverted into active storage was released and put to beneficial use. Water diverted into pool and dead storage was not released from storage. Applicant continuously filled and refilled the active storage of the East Wabash Storage and Recharge Structure to full capacity with water pumped from the above- described wells and put water contained in active storage to beneficial use. If, while this case is pending, additional amounts of the conditional water rights are used, Applicant may make such amounts absolute without further notice. 9. Owners of land on which structures are located: West Wabash Storage and Recharge Structure, West Wabash Alluvial and Underground Storage & Recharge Structure, Cherry Creek Valley Water & Sanitation District, American Quality Landscape, Inc., 2453 South Wabash Street, Denver, CO 80231 Sally Goldman, 2401 South Wabash Street, Denver, CO 80231, George Schmaljohn, 2451 South Wabash Street, Denver, CO 80231, East Wabash Storage and Recharge Structure, East Wabash Alluvial and Underground Storage & Recharge Structure, Los Verdes, LLC., 9200 East Iliff Avenue, Denver, CO 80231. WHEREFORE, Applicant Cherry Creek Valley Water and Sanitation District prays for a decree allowing the change of conditional water right and amendment to its plan for augmentation as described herein, for a finding that Applicant has made 83 acre-feet of the conditional water right absolute for irrigation, augmentation and recreational uses, or such additional amount as is supported by the evidence and for such other and further relief as may be appropriate.

04CW345 COTTONWOOD WATER AND SANITATION DISTRICT, c/o Mulhern MRE, Inc., 2 Inverness Drive East, Suite 200, Englewood, Colorado 80112, (303) 649-9857. (Timothy J. Beaton and Gabriel D. Carter, Moses, Wittemyer, Harrison and Woodruff, P.C., P.O. Box 1440, Boulder, CO 80306.) APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT. IN DOUGLAS COUNTY. 2. Name of reservoir: Cottonwood Reservoir. 3. Legal description: Applicant seeks the right to store the Cottonwood Reservoir water right in one or both of the following alternate places of storage: A. Northern Parcel: Located in the N1/2 of the SW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M. B. Southern Parcel: Located in the SE1/4 of the SE1/4 of Section 6, Township 6 South, Range 66 West of the 6th P.M. The locations of the Northern Parcel and Southern Parcel are depicted on the map attached hereto for illustrative purposes as Exhibit A and incorporated herein by reference. With respect to the Southern Parcel identified above, the Arapahoe County Water and Wastewater Authority

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(AACWWA@) has also claimed a 200 acre-feet, conditional, water storage right at the same location in Case No. 96CW1144, District Court for Water Division No. 1, State of Colorado. In the future, applicant may combine the water storage right claimed herein with said right claimed by ACWWA if the parties determine to jointly pursue development of a storage facility on the Southern Parcel. 4. Sources used to fill off-channel reservoir: Applicant may use any or all of the following sources to fill the Cottonwood Reservoir: A. Tributary sources: i. Diamond Over D Well No. 1 (Permit No. R-18954-RR): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, at a point at which the waters of the underflow of Cherry Creek are diverted in the NE1/4 of the SW1/4 of Section 4 from whence the west quarter corner of Section 9 bears South 28°30' West, a distance of 5,300 feet, more or less. Applicant has obtained a permit to re-drill this well at a location 1,950 feet from the south line and 2,375 feet from the west line of said Section 4. ii. Diamond Over D Well No. 2 (Permit No. 03975): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, and located at a point in the NW1/4 of the SE1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., 2,119 feet West and 2,593 feet North of the southeast corner of said Section 4. iii. Diamond Over D Well No. 3 (Permit No. 3R20053-RF): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, at a point at which the waters of the underflow of Cherry Creek are diverted in the SE1/4 of the NW1/4 of Section 4 from whence the west quarter corner of Section 9 bears South 16°30' West, a distance of 5,830 feet, more or less. As acknowledged by the decree in Case No. 95CW276, District Court for Water Division No. 1, State of Colorado, the actual location of said well is more than 200 feet from the decreed location. The actual location is 2,000 feet from the north line and 1,495 feet from the west line of said Section 4. iv. Diamond Over D Well No. 4 (Permit No. R-20053-RF): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, at a point at which the waters of the underflow of Cherry Creek are diverted in the SE1/4 of the SW1/4 of Section 4 from whence the west quarter corner of Section 9 bears South 22°0' West, a distance of 4,030 feet, more or less. The actual location is 1,497 feet from the west section line and 1,164 feet from the south section line of said Section 4. v. Diamond Over D Well No. 5 (Permit No. R20053): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, at a point at which the waters of the underflow of Cherry Creek are diverted in the SW1/4 of the NW1/4 of Section 9 from whence the west quarter corner of Section 9 bears South 88°30' West, a distance of 1,000 feet, more or less. The actual location is 1,037 feet from the west section line and 2,627 feet from the north section line of said Section 9. vi. Diamond Over D Well No. 6 (Permit No. 13322): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, at a point at which the waters of the underflow of Cherry Creek are diverted in the SE1/4 of the NW1/4 of Section 9 from whence the west quarter corner of Section 9 bears South 89°0' West, a distance of 1,470 feet, more or less. The actual location is 1,535 feet from the west section line and 2,632 feet from the north section line of said Section 9. vii. Diamond Over D Well No. 7 (Permit No. R-13323-RF): Decreed in Civil Action No. 3746, District Court of Douglas County, State of Colorado, at a point at which the waters of the underflow of Cherry Creek are diverted in the SE1/4 of the NE1/4 of Section 5 from whence the west quarter corner of Section 9 bears South 04°30' East, a distance of 6,270 feet, more or less. The actual location is 505 feet from the east section line and 1,675 feet from the north section line of said Section 5. viii. Bruce Domestic Well (unregistered): Located in the SW1/4 of the NE1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., at a point 2,500 feet from the east section line and 1,500 feet from the north section line of said Section 4. Pursuant to the decree entered in Case No. 82CW138, District Court for Water Division No. 1, State of Colorado, the appropriation for this well was transferred to Diamond Over D Well No. 4. ix. Feedlot Well No. 2 (Permit No. 26689-RF): Located in the SE1/4 of the NW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., the water right for which was decreed in Case No. W-2853, District Court

December 2004 Resume Page 89 of 185 for Water Division No. 1, State of Colorado. As acknowledged in the 95CW276 decree, the actual location of this well is in the NE1/4 of the SW1/4 of said Section 4 and is more than 200 feet from the decreed location. The actual location is 2,643 feet from the north line and 2,097 feet from the west line of said Section 4. x. Remarks: The above-described Diamond Over D Well Nos. 1 through 7, inclusive, were decreed as alternate points of diversion for applicant=s Fifty Nine Ditch No. 1, Boss Ditch, Gillman Ditch and Parker Ditch senior surface water rights in Civil Action No. 3746, as confirmed by the decree in Case No. 81CW142, District Court for Water Division No. 1, State of Colorado. Applicant will be seeking in the future to establish a tributary well field within its boundaries, as they currently exist or may be modified in the future, and may divert to storage in the Cottonwood Reservoir any water diverted from such well field. Applicant=s current boundaries are depicted in the attached Exhibit B which is incorporated herein by reference. B. Nontributary sources: i. Dawson formation: a. Bruce Artesian Well (unregistered): Decreed in Case No. 80CW416, District Court for Water Division No. 1, State of Colorado, in the SW1/4 of the NE1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., at a point 2,595 feet from the east section line and 1,500 feet from the north section line of said Section 4. b. Artesian Well No. 1 (Reg. No. 20053 D-8): Decreed in Case No. 80CW416, District Court for Water Division No. 1, State of Colorado, in the NW1/4 of the SE1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., at a point 2,000 feet from the east section line and 2,185 feet from the south section line of said Section 4. c. Artesian Well No. 2 (Reg. No. 20053 D-9): Decreed in Case No. 80CW416, District Court for Water Division No. 1, State of Colorado, in the SE1/4 of the NE1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point 1,080 feet from the east section line and 2,375 feet from the north section line of said Section 5. d. Deep Well No. 6 (Permit No. 23623-F): Decreed in Case No. 80CW416, District Court for Water Division No. 1, State of Colorado, and located in the NE1/4 of the SE1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point 1,993 feet from the south section line and 773 feet from the east section line of said Section 5. e. Deep Well No. 9 (not yet drilled): Decreed in Case No. 81CW368, as supplemented by the decree in Case No. 83CW173, and the location of which was changed by the decree in Case No. 84CW206, all by the District Court for Water Division No. 1, State of Colorado, with the changed location being in the NE1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., at a point 2,050 feet from the south section line and 2,350 feet from the west section line of said Section 4. f. Remarks: The 81CW368 decree changed Artesian Well No. 2 to Deep Well No. 6, allowing up to 98 acre-feet annually to be pumped through Deep Well No. 6, and changed Bruce Artesian Well and Artesian Well No. 1 to Deep Well No. 9, allowing up to 99.5 acre-feet annually to be pumped through Deep Well No. 9. ii. Denver Formation: a. Deep Well No. 7 (not yet drilled): Decreed in Case No. 80CW416, District Court for Water Division No. 1, State of Colorado, in the SW1/4 of the SW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point 900 feet from the south section line and 1,000 feet from the west section line of said Section 5. b. Deep Well No. 10 (not yet drilled): Decreed in Case No. 81CW368, District Court for Water Division No. 1, State of Colorado, in the NW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., 2,550 feet from the south section line and 1,050 feet from the west section line of said Section 4. c. Remarks: The decree in Case No. 83CW173, District Court for Water Division No. 1, State of Colorado, increased the annual appropriation for Deep Well No. 10 to 48 acre-feet per year. iii. Arapahoe Formation: a. Deep Well No. 1 (Permit No. 016767-F): Decreed in Case No. W-7824-74, District Court for Water Division No. 1, State of Colorado, and located 2,495 feet from the north section line and 2,071 feet from the east section line of Section 4, Township 6 South, Range 66 West of the 6th P.M. b. Deep Well No. 2 (Permit No. 017129-F): Decreed in Case No. W-7824-74, District Court for Water Division No. 1, State of Colorado, and located 2,583 feet from the north section line and 2,538 feet from the east section line of Section 5, Township 6 South, Range 66 West of

December 2004 Resume Page 90 of 185 the 6th P.M. c. Deep Well No. 3 (Permit No. 017128-F): Decreed by the supplemental decree entered September 10, 1979, nunc pro tunc to August 4, 1977 in Case No. No. W-7824-74, District Court for Water Division No. 1, State of Colorado, and located in the SE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., 2,570 feet from the north section line and 2,067 feet from the west section line of said Section 9. d. Deep Well No. 11 (Permit No. 58414-F): Decreed in Case No. 81CW368, District Court for Water Division No. 1, State of Colorado, in the SW1/4 of the SW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 900 feet from the south section line and 1,000 feet from the west section line of said Section 5. e. Cottonwood Loyd Well No. A-1: Decreed in Case No. 86CW361, District Court for Water Division No. 1, State of Colorado, in the NE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 350 feet south of the north section line and 1,600 feet east of the west section line of said Section 9. f. Cottonwood Well No. A-1 (a/k/a Crown Pointe Well No. A-1): Decreed in Case No. 85CW167, District Court for Water Division No. 1, State of Colorado, on the west section line of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point which is 0 feet from the west section line and 1,550 feet from the south section line of said Section 3. g. Cottonwood Well No. D-4 (a/k/a Crown Pointe Well No. D-4; Permit No. 017031-F): Decreed in Case No. W-7824-74, District Court for Water Division No. 1, State of Colorado, in the SW1/4 of the SE1/4 of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point 300 feet from the south section line and 2,300 feet from the east section line of said Section 3. h. Cottonwood Well No. D-4A (a/k/a Crown Pointe Well No. D-4A; Permit No. 55267-F): Decreed as an alternate point of diversion for Well No. D-4 in Case No. 86CW055, District Court for Water Division No. 1, State of Colorado, in the SE1/4 of the SW1/4 of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point 850 feet from the south section line and 2,530 feet from the west section line of said Section 3. i. Remarks: The decree in Case No. 01CW052, District Court for Water Division No. 1, State of Colorado, changed Well Nos. A-1 and Loyd A-1 to Well No. D-4A as an alternate point of diversion, and confirmed applicant=s right to operate Well No. D-4A as a well field with Deep Well Nos. 1, 2 and 3. iv. Laramie-Fox Hills Formation: a. Deep Well No. 8 (not yet drilled): Decreed in Case No. 80CW416, District Court for Water Division No. 1, State of Colorado, in the NW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., at a point 2,550 feet from the south section line and 1,050 feet from the west section line of said Section 4. b. Deep Well No. 12 (not yet drilled): Decreed in Case No. 81CW368, the location of which was changed by the decree in Case No. 84CW206, both by the District Court for Water Division No. 1, State of Colorado, with the changed location being in the NW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., 2,550 feet from the south section line and 1,050 feet from the west section line of said Section 4, which is the same location decreed for Deep Well No. 8 in Case No. 80CW416. c. Cottonwood Well No. LFH-1 (a/k/a Crown Pointe Well No. LFH-1): Decreed in Case No. 85CW167, District Court for Water Division No. 1, State of Colorado, in the NW1/4 of the SW1/4 of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point 50 feet from the west section line and 1,600 feet from the south section line of said Section 3. d. Remarks: Pursuant to the 84CW206 decree, applicant owns all of the water decreed to Deep Well No. 8, notwithstanding the contrary statement contained in the 81CW368 decree. Further, the decree in Case No. 88CW110, District Court for Water Division No. 1, State of Colorado, approved a plan for augmentation for the Crown Pointe property within applicant=s boundaries which was premised, in part, upon applicant reserving the water available from Well No. LFH-1 to replace post pumping injurious stream depletions; provided, however, that said decree permits applicant to use such water for other purposes if a substitute source of replacement water is approved by the Court. C. Not Nontributary Sources: i. Lower Dawson Aquifer: a. Cottonwood Well No. DA-1 (a/k/a Crown Pointe Well No. DA-1; not yet drilled): Decreed in Case No. 85CW167, District

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Court for Water Division No. 1, State of Colorado, on the west section line of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point which is 0 feet from the west section line and 1,600 feet from the south section line of said Section 3. ii. Denver Aquifer: a. Cottonwood Well No. D-1 (a/k/a Crown Pointe Well No. D-1; not yet drilled): Decreed in Case No. 85CW167, District Court for Water Division No. 1, State of Colorado, in the NW1/4 of the SW1/4 of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point which is 50 feet from the west section line and 1,550 feet from south section line of said Section 3. iii. Remarks: The 88CW110 decree approved a plan for augmentation to permit the production and use of not nontributary groundwater from the above-described Well Nos. DA-1 and D-1. D. Reusable Effluent and Fully-Consumable Return Flows: Applicant is engaged in a joint project with ACWWA to construct an effluent return line from ACWWA=s Lone Tree Creek Wastewater Treatment Plant, the outfall of which is located in the SW1/4 of the NE1/4 of Section 24, Township 5 South, Range 67 West of the 6th P.M., Arapahoe County, Colorado, upstream along Cherry Creek to points of discharge to Happy Canyon Creek to be located in the S1/2 of the NW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M. and/or to Cherry Creek to be located in the S1/2 of the NE1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M. Additional points of discharge to either or both the Northern or Southern parcels are contemplated. The pipeline is only partially completed at present. The projected course of this pipeline and the anticipated points of discharge to Happy Canyon Creek and/or Cherry Creek are depicted on the map attached hereto for illustrative purposes as Exhibit A. Alternatively, applicant may utilize the right of exchange decreed in Case No. 95CW276, District Court for Water Division No. 1, State of Colorado, to exchange applicant=s fully-consumable effluent return flows discharged by the Lone Tree Creek Wastewater Treatment Plant to Cherry Creek Reservoir and, from that location, upstream along Cherry Creek to diversion through the tributary wells and contemplated tributary well field described in paragraph 4.A. above. 5. Appropriation date: December 14, 2004. Appropriation of the conditional water storage right described herein was initiated by approval of a resolution by applicant=s Board of Directors announcing applicant=s intent to appropriate the same, and by work on the ground, including but not limited to inspection of the alternate places of storage and the posting of signs providing notice to other water users of the claimed conditional water storage right. Water has not yet been placed to beneficial use. 6. Amount: 300 acre-feet, CONDITIONAL, with the right to fill and refill whenever in priority at one or both of the alternate places of storage described in paragraph 3 above. The rate of diversion for filling the reservoir(s) is 5.0 cfs, CONDITIONAL. 7. Use: Municipal, irrigation and augmentation uses. Principally, water will either be conveyed from Cottonwood Reservoir for direct irrigation within applicant=s boundaries depicted in the attached Exhibit B, and as said boundaries may be modified from time to time; or water will be discharged to the alluvium of Cherry Creek and/or Happy Canyon Creek from the Cottonwood Reservoir and then diverted for potable water treatment at the pending Cottonwood/ACWWA Water Treatment Plant to be located in the SW1/4 of Section 32, Township 5 South, Range 66 West of the 6th P.M., Dove Valley V Filing No. 2, Lot 2, as depicted on the map attached hereto for illustrative purposes as Exhibit A. The Cottonwood Reservoir is also intended to replace and enlarge the effluent holding pond that is an integral component of applicant=s augmentation plan decreed in Case No. 81CW142, as supplemented by the decrees entered in Case Nos. 88CW110, 95CW276 and 01CW052, all by the District Court for Water Division No. 1, State of Colorado. Applicant intends to file an application to modify said augmentation plan to accomplish, among other purposes, approval of the relocated and enlarged effluent storage pond described herein as the Cottonwood Reservoir. 8. Names and addresses of owners of land: A. Where structures will be located: i. Northern Parcel: C&J Land Investments, LLC et al., 12460 1st Street, P.O. Box 247, Eastlake, Colorado 80614-0247. ii. Southern Parcel: Compark 190, LLC, 8400 East Prentice Avenue, Suite 808, Englewood, Colorado 80111. iii. Remarks: Ownership of the Southern Parcel

December 2004 Resume Page 92 of 185 is currently in litigation. Applicant is in the process of negotiating with the Northern Parcel landowner for acquisition of that parcel. Applicant may pursue acquisition of the Southern Parcel after ownership is established. B. Where water will be beneficially used: Within the boundaries of applicant by the applicant and its constituents or as otherwise permitted by law, including possible extraterritorial use outside of applicant=s boundaries pursuant to contract or otherwise. (14 pages.)

04CW346 TROLLCO, INC. c/o Martin Lind, President, 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550, 970-686-5828, and BIG DOG DEVELOPMENT, LLC, c/o Martin Lind, President, 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550, 970-686-5828. (Jeffrey J. Kahn, Esq., Ed R. Perkins, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978). APPLICATION FOR WATER STORAGE RIGHT, IN WELD COUNTY. 2. Reservoirs: All claims are for active storage. Reservoir Table Reservoir Legal Description Capacity (acre Surface Area feet) (acres) Shadow Lake NW ¼, S33, T6N, R67W of the 10 2 6th P.M., Weld County, Colorado Grandpa’s Lake SE ¼, S33, T6N, R67W of the 10 1 6th P.M., Weld County, Colorado Raindance River NW ¼, S29, T6N, R67W of the 500 30 6th P.M., Weld County, Colorado 3. Sources of water: Cache La Poudre River, drainage water, storm water, and return flows from irrigation. Water is diverted from the Cache La Poudre River through the B.H. Eaton Ditch. The legal description of the point of diversion for the B. H. Eaton Ditch is: South side of the Cache La Poudre River in the NW ¼, SE ¼, S19, T6N, R67W, 6th P.M., Weld County, Colorado. See map attached as EXHIBIT A. 4. Appropriation: a) Dates of appropriation for reservoirs: Shadow Lake and Grandpa’s Lake: November 30, 1990. Raindance River: March 18, 2004. b)How appropriations were initiated: all appropriations were initiated by filing applications for mining permits to allow mining and the construction of these reservoirs. c) All water rights claimed are CONDITIONAL water rights. 5. Amount claimed: Shadow Lake CONDITIONAL: 10 acre feet of storage and 50 cfs filling rate. Grandpa’s Lake CONDITIONAL: 10 acre feet of storage and 50 cfs filling rate. Raindance River CONDITIONAL: 500 acre feet of storage 50 cfs filling rate. 6. Uses: Irrigation, commercial, industrial, municipal, domestic, fire protection, wetland establishment and maintenance, wildlife habitat, fish habitat, recreation, snowmaking, power generation, replacement, augmentation and exchange uses. Use of the water rights, including for irrigation, will take place at the following locations. Paragraphs a-e are within the boundaries of the Poudre Tech Metropolitan District located in the: a) Water Valley Subdivision, Phase 1, located in the N ½ of Section 28, Township 6 North, Range 67 West of the 6th P.M., approximately 81 acres. b) Water Valley Subdivision, Phase 1, Filing 2 located in the N ½ and SW ¼ of Section 28, Township 6 North, Range 67 West of the 6th P.M., approximately 150 acres. c) Water Valley Subdivision, Phase 2, Filing 2, located in the N ½ and SE ¼ of Section 28, Township 6 North, Range 67 West of the 6th P.M., approximately 151 acres. d) Hilltop Estates Subdivision located in the SW ¼ of Section 29, and the N ½ of Section 32, Township 6 North, Range 67 West of the 6th P.M., owned by VIMA, Inc., approximately 316 acres. e) Lands included in the future in the Poudre Tech Metropolitan District. f) Property located in parts of the NW ¼ and the SW ¼ of Section 19, the NW ¼ of Section 29, and the NE ¼ of Section 30, Township 6 North, Range 67 West of the 6th P.M., consisting of approximately 220 acres owned by Raindance Aquatic Investments, LLC. g) The S ½ of Section 30, Township 6 North, Range 67 West of the 6th P.M., excepting therefrom that parcel conveyed to the Town of Windsor by deed recorded February 9, 1979 in Book 859 as Reception No. 1781453, approximately 320 acres. All

December 2004 Resume Page 93 of 185 of Section 31, Township 6 North, Range 67 West of the 6th P.M., Town of Windsor, Weld County, Colorado; excepting therefrom that portion dedicated to the County of Weld, State of Colorado, by instrument recorded July 27, 2001 as Reception No. 2869568, and re-recorded September 21, 2001 as Reception No. 2885547, approximately 640 acres, owned by Raindance Aquatic Investments, LLC. 7. Names and Addresses of Owners of Structures: a)B.H. Eaton Ditch: The B.H. Eaton Ditch Company, 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550, b) Shadow Lake, & Grandpa’s Lake: Applicant Trollco, Inc. c) Raindance River: Big Dog Development LLC, d) Owners of lands where water will be used: i) For places of use, paragraph 6. a-e above: This land is subdivided and the water may be supplied by the Poudre Tech Metropolitan District for use on the subdivided land. The address of the Poudre Tech Metropolitan District is: 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550, ii). For Places of Use, paragraph 6. f and g above: The address of Raindance Aquatic Investments, LLC is: 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550. 8. Comments: All reservoirs are constructed, or planned to be constructed, below the existing land surface elevation so no dams are involved. Shadow Lake is constructed above the groundwater table and therefore does not intercept groundwater. Grandpa’s Lake has been sealed. Raindance River has not been constructed but will be sealed to prevent interception of groundwater. Shadow Lake and Grandpa’s Lake are subject of a previous application, Case No. 02CW391. The storage rights claimed here for those two reservoirs are greater than those claimed in Case No. 02CW391.

04CW347 JOHNNY F. TONKO and DONNA J. TONKO, 4049 North Peakview Dr., Pueblo, CO 81008 (719-544-4409). APPLICATION FOR SURFACE WATER RIGHTS, IN LARIMER COUNTY. 2. Names of structures: Lost Lake, Divinity Lake #1, Divinity Lake #2, Divinity Lake #3, North Patriot Lake, South Patriot Lake, Sands of Time Lake, Tonko Lake, Middle Creedmore Lake, Eastern Creedmore Lake, and Crater Lake. 3. Legal description: LOST LAKE: SW ¼, SW ¼ of Sec 12, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 610 ft from S, and 771 ft from W. (Northing 4,520,763; Easting 454,961.) DIVINITY LAKE #1: NE ¼, SE ¼ of Sec 12, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 2244 ft from S and 1243 ft from E. (Northing 4,521,684; Easting 455,838.) DIVINITY LAKE #2: NE ¼, SE ¼ of Sec 12, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 1984 ft from S and 708 ft from E. (Northing 4,521,684; Easting 456,002.) DIVINITY LAKE #3: NE ¼, SE ¼ of Sec 12, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 1706 ft from S and 836 ft from E. (Northing 4,521,572; Easting 455,959.) NORTH PATRIOT LAKE: NE ¼, SW ¼ of Sec 34, T11N, R73W of the 6th PM in Larimer County. Distance from section lines: 3572 ft from S and 1433 ft from W. (Northing 4,524,724; Easting 452,037.) SOUTH PATRIOT LAKE: NE ¼, SW ¼ of Sec 34, T11N, R73W of the 6th PM in Larimer County. Distance from section lines: 2946 ft from S and 2034 ft from W. (Northing 4,524,520; Easting 452,233.) SANDS OF TIME LAKE: SW ¼, SE ¼ of Sec 12, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 987 ft from S and 1751 ft from E. (Northing 4,521,235; Easting 455,686.) TONKO LAKE: SE ¼, NW ¼ of Sec 12, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 1318 ft from N and 1597 ft from W. (Northing 4,521, 621; Easting 455,229.) MIDDLE CREEDMORE LAKE: NE ¼, NW ¼ of Sec 4, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 695 ft from N and 1512 ft from W. (Northing 4,523,439; Easting 450,638.) EASTERN CREEDMORE LAKE: NW ¼, NE ¼ of Sec 4, T10N, R73W of 6th PM in Larimer County. Distance from section lines: 75 ft from N and 1791 ft from E. (Northing 4,523,610; Easting 451,168.) CRATER LAKE: NE ¼, SE ¼ of Sec 6, T10N, R72W of 6th PM in Larimer County. Distance from section lines: 1765 ft from S and 2962 ft from W. (Northing 4,523,367; Easting 457,120.) 4. Source: Nontributary water. Natural precipitation accumulates in the crater basins that have formed over kimberlite pipes that are subject to Applicant’s mining claims. 5.A. Date of initiation of appropriation: 09/12/04. B. How

December 2004 Resume Page 94 of 185 appropriation initiated: Water was physically diverted from each of the lakes into mining equipment used for the recovery of diamond and garnet gemstones. C. Date water applied to beneficial use: 09/12/04. 6. Amount claimed: 1.34 cfs, ABSOLUTE. 7. Use or proposed use: Mining and milling of kimberlite ore for the recovery of diamonds, garnets and other precious stones and minerals. A. Numer of acres historically irrigated: none. B. Non-irrigation purpose: Water to be diverted from the lakes at a rate of 1.34 cfs of time in mining and milling of kimberlite ore for the recovery of diamonds, garnets and other precious stones and minerals under Applicant’s mining claim serial numbers CMC252624, CMC252645, CMC252646, CMC252647, CMC252648, CMC252649, CMC252650, CMC252651, CMC252652, CMC252653, CMC252654, CMC252848 AND CMC252849. 8. Names and addresses of owners: United States of America, Dept. of Interior, c/o Forestry Service, P.O. Box 1366, Ft. Collins, CO 80522; United States Depart. of Ag, Forest Service; Inspector General, 2850 McClelland Dr., Ft. Collins, CO 80526.

04CW348 PARKER WATER AND SANITATION DISTRICT, c/o Frank P. Jaeger, Manager, 19801 East Mainstreet, Parker, Colorado 80134(303) 841-4627 (Robert F. T. Krassa, KRASSA & MILLER, LLC, 1680 - 38th Street, Suite 800, Boulder, CO 80301, tel. 303-442- 2156) APPLICATION FOR WATER STORAGE RIGHTS AND CHANGE OF WATER RIGHTS, IN DOUGLAS COUNTY. APPLICATION FOR WATER STORAGE RIGHTS. 2. Names of Structures: Rueter-Hess Reservoir 1st Enlargement and Newlin Gulch Aqueducts 1 and 2. 3. The locations of dam of Rueter Hess Reservoir and Newlin Gulch Aqueducts 1 and 2 are as follows (see also maps attached as Exhibits A and B): (a) Location of Dam. The axis of the dam intersects the thread of Newlin Gulch at a point in the SE/4SW/4 of Section 30, Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado, which point is approximately 98 feet north of the south section line and 2348 feet east of the west section line of said Section 30. The northwest abutment of the dam is in the SE/4SE/4 of Section 25, Township 6 South, Range 67 West of the 6th P.M., approximately 1026 feet west of the east section line, and approximately 708 feet north of the south section line, of said Section 25. The southeast abutment of the dam is in the NE/4SE/4 Section 31, Township 6 South, Range 66 West of the 6th P.M., approximately 4227 feet east of the west section line and 2950 feet south of the north section line, of said Section 31. (b) Newlin Gulch Aqueducts 1 and 2. Rueter Hess Reservoir dams and impounds waters of the stream known as Newlin Gulch. However, this reservoir can also be filled by pipelines from the mainstem of Cherry Creek taking either surface or subsurface flows thereof. The alluvial wells adjudicated by Parker in Case 83CW346, as changed in pending case 01CW060, and for which clarification of terms under which such water can be stored as pending in Case 04CW270, will be used to withdraw groundwater and deliver it to a pipeline known as Newlin Gulch Aqueduct #1 for delivery to the reservoir. The originally adjudicated location of those wells is fully described in the decree in Case 83CW346, dated July 30, 1992, which was recorded August 5, 1992, at reception number 9228305, Book 1076, page 1104 records of Douglas County and is incorporated by this reference. The revised locations are set out in said pending case 01CW060. Water may also be delivered by diversion structure, pumping plant and pipeline system known as Newlin Gulch Aqueduct #2 from the surface flows of Cherry Creek by means of a low diversion dam or weir and suitable pumps. Said diversion dam will intersect the thread of Cherry Creek in the SE/4NW/4 of Section 3, Township 7 South, Range 66 West of the 6th P.M. in Douglas County at a point approximately 2090 feet south of the north section line of said Section 3, and approximately 1900 feet east of the west section line of said Section 3. 4. Sources of Water: Cherry Creek and its tributaries, including the tributary stream known as Newlin Gulch. 5. A. Date of Appropriation. March 20, 1985 B. How appropriation was initiated: by action of the Board of Directors expressing the intent to store all of the available water on Cherry Creek which could be captured in priority by means of reservoirs, to serve

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Parker's municipal water requirements. C. Date water applied to beneficial use: not applicable (conditional) 6. Amount claimed: A. In acre feet: 70,115 acre feet, conditional, for the first enlargement of Rueter Hess reservoir, in addition to the 9,885 acre feet decreed in case 85CW448(A). B. Rueter Hess Reservoir is an off channel reservoir as to Cherry Creek. The rates of diversion from Cherry Creek will be 12 cfs through above described Newlin Gulch Aqueduct No. 1 and 150 cfs through above described Newlin Gulch Aqueduct No. 2. 7.Use: the stored water will be transported via suitable stream channels, reservoirs, pumps and pipelines for all municipal purposes of Parker water and Sanitation District including domestic, industrial, commercial, manufacturing, stock watering, recreational, piscatorial, fish and wildlife, fire protection, street washing, hydroelectric power production and will also be used for exchange, replacement, and augmentation at any location where it is physically available. Parker will fill and refill when this water storage right is in priority, and will use and re-use water diverted to storage under the subject rights to extinction and may further store such water in other facilities. Parker's present service area is in parts of T.6 S. R.65 W., T. 6 S. R. 66 W., T. 6 S. R.67 W., T. 7 S. R.66 W. and T. 7 S. R. 67 W., all in Douglas County. 8. Surface area of high water line for the reservoir as enlarged will be 1180 acres. Maximum height of dam for the reservoir as enlarged will be 196 feet. Crest length of dam for the reservoir as enlarged will be 7,680 feet. 9. Total capacity of reservoir, including the first enlargement, is 80,000 acre feet, of which 500 acre feet will be dead storage. 10.Owner of land upon which reservoir and diversion structures will be constructed: Parker owns the site of the reservoir, has the right to construct wells to feed Aqueduct No. 1 and owns the site for the diversion facilities for Aqueduct No. 2 11. Remarks: A. Rueter Hess Reservoir and Newlin Gulch Aqueducts 1 and 2 are the subject of a previous decree of this Court in Case 85CW448(A), and a pending case concerning the adjustment of the location of the diversion structure for Aqueduct No 2 in Case 99CW226. Subsequent to the entry of the 85CW448(A) decree, the proposed size of Rueter-Hess reservoir has increased, and it is now more capable of implementing the 1985 intent through the maturation of the project. This application is intended to confirm Parker's right to store all of the available flows of Cherry Creek and Newlin Gulch in the enlarged Rueter Hess Reservoir. B. The original storage right of 9885 acre feet decreed in 85CW448(A) includes the right to fill and refill. The present application is not intended to waive Parker's position that it can continue to fill, in any calendar year, under the said 85CW448(A) storage right, up to the maximum of 24,130 acre foot limit set out in paragraph 31 of the said 85CW448(A) decree. This application is simply intended to confirm Parker's right to store any available water which it may not store under the 85CW448(A) decree. Further, this application is not intended to waive Parker's right to designate Rueter-Hess Reservoir as an alternate place of storage for the water storage right of Lake Gulch Reservoir as adjudicated in Case 85CW448(B). C. This application is filed in furtherance of the original intent of Parker's Board of Directors as set out in both the decree in said Case 85CW448(B) and the decree in Case 85CW448(A), to store all of the available water on Cherry Creek which could be captured in priority by means of reservoirs, to serve Parker's municipal water requirements. CHANGE OF WATER RIGHTS- ALTERNATE POINTS 1. Name, address and telephone number of Applicant: same as above. 2. Decreed name of structures for which change is sought: Lake Gulch Reservoir and Lake Gulch Aqueduct 3. From previous decree: A. Date entered: April 1, 1998, Case No. 85CW448(B). Court: District Court, Water Division No. 1, Colorado B. Decreed locations (see also map attached as Exhibit C): Lake Gulch Reservoir Dam: The axis of the dam generally follows the south section lines of Sections 22 and 23, Township 8 South, Range 66 West of the 6th P.M. in Douglas County, Colorado. The west abutment of the dam is approximately 100 feet west of the southeast corner of said Section 22, and the east abutment of the dam is approximately 1900 feet east of the southeast corner of said Section 22. Lake Gulch Aqueduct. Lake Gulch Reservoir dams and stores the waters of the stream known as Lake Gulch, a tributary of Cherry Creek. However, this reservoir can also be filled by an intake structure

December 2004 Resume Page 96 of 185 which may be a ditch or tunnel from the mainstem of Cherry Creek, known as the Lake Gulch Aqueduct. This structure will have a capacity of 10,000 cubic feet per second (cfs). Its point of diversion is on the west bank of Cherry Creek in the SE 1/4 NE 1/4 Section 1, Township 9 South, Range 66 West of the 6th P.M., at a point approximately 1100 feet west of the east section line, and 1800 feet south of the north section line, of said Section 1. Said ditch, pipe or tunnel thence runs in a northwesterly direction approximately 9500 feet to said Lake Gulch Reservoir. C. Source: Cherry Creek and its tributaries, including the tributary stream known as Lake Gulch D. Appropriation Date: March 20, 1985 E. Historic use: not applicable - conditional water right. 4. Proposed change: A. Describe change requested: Parker requests alternate points of diversion and storage, to allow diversion of all or part of the above described water rights at the diversion structure for Newlin Gulch Aqueduct No. 2, and to allow storage of all or part of the above described water rights in Rueter-Hess Reservoir. (See also map attached as Exhibit D.) B. The location of the dam of Rueter Hess Reservoir, and of the diversion structure for Newlin Gulch Aqueduct No. 2, are fully described hereinabove. C. Use: No change is requested from the uses as decreed in Case 85CW448(B): The water will be used for all municipal purposes including domestic, industrial, commercial, manufacturing, stock watering, recreational, piscatorial, fish and wildlife, fire protection, street washing, hydroelectric power production, for exchange, replacement, and augmentation, including the right to fill and refill when this water right is in priority, the right to store water which was initially diverted to storage in the subject reservoirs by well injection into underground aquifers, and the right to use and re-use water diverted to storage under the subject water right to extinction, subject to Applicant's obligation to make releases to compensate for reservoir evaporation, and subject also to the provisions of paragraph 16(c). D. Amount: No change is requested from the diversion rate of 10,000 cfs for Lake Gulch Aqueduct and the storage amount of 23,410 acre feet as decreed in said Case 85CW448(B). E. Proposed plan of operation: Parker will measure or otherwise determine in a manner reasonably acceptable to the Division Engineer the amounts of water available at the originally decreed locations of Lake Gulch Aqueduct and Lake Gulch reservoir. Without limitation, such determination may include pro-rating amounts measured at the existing Franktown stream gauge on Cherry Creek. Parker will then divert the same, less any reasonable stream losses assessed by the Division Engineer, from Cherry Creek at the above described Newlin Gulch Reservoir No. 2 to storage in Rueter-Hess Reservoir. All provisions of the decree in said case 85CW448(B) which are not specifically requested to be changed herein, shall continue to apply unless such application would be clearly contradictory. 5. Land Ownership: Applicant owns the site for the said diversion structure for Newlin Gulch Aqueduct No. 2 and also owns the land for Rueter Hess Reservoir. 6. Remarks. A. This application is filed in furtherance of the original intent of Parker's Board of Directors as set out in both the decree in said Case 85CW448(B) and the decree in Case 85CW448(A), to store all of the available water on Cherry Creek which could be captured in priority by means of reservoirs, to serve Parker's municipal water requirements. B. The contemplated draft of Parker's storage project on Cherry Creek as set out in the said decrees in cases 85CW448(A) and 85CW448(B) is 24,130 acre feet annually. Thornton v. Clear Creek Water Users, 859 P.2d 1348 (Colo. 1993).

04CW349 CITY OF THORNTON, Colorado, c/o Mark R. Koleber, 12450 Washington Street, Thornton, CO 80241, (720) 977-6500. APPLICATION FOR CHANGE OF WATER RIGHT, IN ADAMS AND WELD COUNTIES. William A. Hillhouse II, David C. Taussig, Sarah A. Klahn, White & Jankowski, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. 2. Description of application. On September 16, 2002, this Court entered a decree in Case No. 91CW126, which adjudicated storage rights in 13 gravel pit lakes for Thornton’s use as municipal reservoirs. Since the entry of that decree, Thornton has continued to acquire the underlying land and other real property interests that it will need to operate the reservoirs, and

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Thornton has continued to evaluate alternative reservoir sites. Thornton has determined that it will not complete the acquisition of three of the decreed sites – the Mann Lakes South, Platte Valley and Tower pits - and that the City’s interests would be better served by using the Villano Gravel Lakes, rather than the decreed sites, to store the decreed water rights. The purpose of this application is to change the place of storage for the water rights decreed in Case No. 91CW126 for the Mann Lakes South, Platte Valley and Tower pits (collectively referred to as the “Decreed Water Rights”) to the Villano Gravel Lakes. Thornton does not seek to change the place or type of use of the water or the way in which its gravel pit lakes will operate as part of Thornton’s integrated system. Thornton does not seek to enlarge the decreed water rights. 3. Decreed names of water rights for which change is sought. Mann Lakes South Pit, Platte Valley Pit and Tower Pit. 4. From Previous Decree (Case No. 91CW126). a. Date entered: September 16, 2002. b. Decreed places of storage and points of diversion: Exhibit 1 to this application is a map showing the locations of the Mann Lakes South Pit, the Tower Pit and the Platte Valley Pit, from which the decreed water rights will be changed, and of the Villano Gravel Lakes, to which the water rights will be changed. All attached exhibits are incorporated into this application by this reference. The places of storage and points of diversion for the Decreed Water Rights are more particularly described as follows: i. Mann Lakes South Pit: This facility would be located in the SE 1/4 of the SE 1/4, Section 33; and the S 1/2 of the N 1//2, NW 1/4 of theSE 1/4, and SW 1/4, Section 34, T1S, R67W, 6th P.M., Adams County. The decreed points of diversion are: (1) The combined headgate of the Lower Clear Creek Ditch and Colorado Agricultural Ditch, on the north bank of Clear Creek in the SW 1/4 of the SE 1/4, Section 4, T3S, R68W, 6th P.M., Adams County, at a point approximately 1,200 feet North and 1,400 feet West of the Southeast corner of said section. (2) The headgate of the Brantner Ditch, on the north bank of the South Platte River in the NE 1/4 of the SW 1/4, Section 4, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,721 feet South and 2,140 feet East of the Northwest corner of said Section 4. (3) South Platte River Diversion: On the north bank of the South Platte River in the NE 1/4 of the NW 1/4, Section 3, T2S, R67W, 6th P.M., Adams County, at a point approximately 46 feet South and 1,443 feet East of the Northwest comer of said Section 3. ii. Tower Pit: This facility would be located in the S 1/2 of the NE 1/4, NW 1/4 of the NE 1/4, E 1/2 of the NW 1/4, E 1/2 of the SW 1/4, and the SE 1/4, Section 23, TIS, R67W, 6th P.M., Adams County. The decreed points of diversion are: (1) The headgate of the Fulton Ditch, on the east bank of the South Platte River in the NE 1/4 of the SE 1/4, Section 17, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,815 feet South and 145 feet West of the Northeast corner of said Section 17. (2) South Platte River Diversion A: On the east bank of the South Platte River in the NE 1/4 of the SW 1/4, Section 23, T1S, R67W, 6th P.M., Adams County, at a point approximately 1,720 feet North and 531 feet West of the South quarter-corner of said Section 23. (3) South Platte River Diversion B: On the east bank of the South Platte River in the NE 1/4 of the NW 1/4 of Section 23, T1S, R67W, 6th P.M., Adams County, at a point approximately 1,200 feet south and 2,620 feet east of the Northwest corner of said Section 23. (4) Second Creek Diversion: On the north bank of Second Creek in the NE 1/4 of the SE 1/4, Section 23, T1S, R67W, 6th P.M., Adams County, at a point approximately 2,632 feet North and 1,939 feet East of the South quarter-corner of said Section 23. iii. Platte Valley Pit: This facility would be located in the E 1/2 of the W 1/2, Section 30, T1N, R66W, 6th P.M., Weld County. The decreed points of diversion are: (1) The headgate of the Fulton Ditch, on the east bank of the South Platte River in the NE 1/4 of the SE 1/4, Section 17, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,815 feet South and 145 feet West of the Northeast corner of said Section 17. (2) South Platte River Diversion: On the east bank of the South Platte River in the NE 1/4 of the NW 1/4, Section 31, T1N, R66W, 6th P.M., Weld County, at a point approximately 5,141 feet North and 1,857 feet East of the Southwest corner of said Section 31. c. Source. The source of water is described in the Case No. 91CW126 decree as: i. All Reservoirs: South Platte River including waters of the

December 2004 Resume Page 98 of 185 streams tributary thereto. Thornton will also store in the Reservoirs reusable municipal effluent and other fully consumable water which it owns or controls. ii. Additional Sources: Diversions from the additional sources listed below, at points above their respective confluences with the South Platte River, will be used to fill the Reservoirs indicated: (1) Clear Creek: The Mann Lakes South Pit. (2) Second Creek: The Tower Pit. d. Appropriation Date: December 31, 1991. e. Amounts: i. Mann Lakes South Pit: (1) Decreed active capacity: 5,000 a.f. (2) Dead storage: 0 a.f. (3) Rates decreed for diversion: (a) Lower Clear Creek / Colorado Agricultural Ditch: 230 c.f.s. (b) Brantner Ditch: 110 c.f.s. (c) South Platte River diversion: 300 c.f.s. ii. Platte Valley Pit: (1) Decreed active capacity: 2,400 a.f. (2) Dead storage: 0 a.f. (3) Rates decreed for diversion: (a) Fulton Ditch: 80 c.f.s. (b) South Platte River Diversion: 300 c.f.s. iii. Tower Pit: (1) Decreed active capacity: 2,100 a.f. (2) Dead storage: 0 a.f. (3) Rates decreed for diversion: (a) Fulton Ditch: 205 c.f.s. (b) South Platte River Diversion A: 300 c.f.s. (c) South Platte River Diversion B: 300 c.f.s. (d) Second Creek Diversion: 285 c.f.s. f. Use: The use of water (which Thornton does not seek to change in this application) is described in the Case No. 91CW126 decree as: i. Fill and Refill: Thornton's appropriation included the intent to fill and refill the Reservoirs as the availability of capacity in the Reservoirs and water for diversion in priority permit. ii. Beneficial use: The water diverted under the water rights confirmed herein will be used, directly or by exchange, for irrigation, agricultural, commercial, industrial and all municipal uses, including, but not limited to, domestic, mechanical, manufacturing, industrial, power generation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, recreation, piscatorial, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation and replacement, adjustment and regulation of Thornton's water supply system, including further exchange within Thornton's system and with other water users. iii. Reuse: Thornton's appropriation included a specific plan and intent for the reuse, successive use, further exchange, reuse to extinction and/or disposition of the water appropriated for the Reservoirs. iv. Place of Use: The place of use of the water rights confirmed herein will be the service area of the City of Thornton as it presently exists and as it may exist in the future, the lands lying under the Water Supply and Storage Company System, and other water users in the Cache la Poudre and South Platte river basins to whom Thornton may release such water in satisfaction of replacement obligations. g. Historical Use: The water rights decreed to the Mann Lakes South Pit, Tower Pit and Platte Valley Pit are conditional, and they have not yet been put to beneficial use. A map of Thornton’s approximate service area is included in Exhibit 1. 5. Proposed changes: By this application, Thornton will change the place of storage and points of diversion for the Decreed Water Rights as follows: a. Change in place of storage. i. The Decreed Water Rights will not be stored in the Mann Lake South Pit, the Tower Pit or the Platte Valley Pit. Instead, the Decreed Water Rights will be changed to storage in the Villano Gravel Lakes. The location of the Villano Gravel Pit Lakes is the SE ¼ of Section 18 and the E ½ of Section 19, T1N, R66W, 6th P.M., Weld County. ii. Thornton believes that the land upon which the Villano Gravel Lakes will be constructed is owned by: James L. and Gerald A. Adams c/o the Revocable Trust of Shirley Gray, P.O. Box 164, Goodland, KS 67735; Ida A Sasaki – ½ interest & Sasaki Family Holdings – ½ interest, 1812 Weld County Road 27, Brighton, CO 80601; Villano Brothers Properties, Inc., 13050 Weld County Road 10, Fort Lupton, CO 80621; Watada Farms, Inc., 1426 41st Ave. Ct., Greeley, CO 80634; and Frank, May, and Thomas T. Yokooji, 12673 County Road 6, Brighton, CO 80603. iii. Active capacity of Villano Gravel Lakes: 11,000 acre-feet. iv. Dead storage: 0. b. Change in points of diversion. Exhibit 2 to this application shows the locations of the points of diversion claimed for the Villano Gravel Lakes. The Villano Gravel Pit Lakes will be filled by the following described structures: i. Villano Gravel Lakes South Platte River North Diversion: located in the W/2 of the NE/4 of Section 18, T1N, R66W, 6 P.M., Weld County. (1) The point of diversion for the Villano Gravel Lakes South Platte River North Diversion is owned by Donald

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L. and Suzanne Rittenhouse, 205 N. Patit Road, Dayton, WA 99328. (2) The rate of flow claimed for this diversion structure is 300 c.f.s. ii. Villano Gravel Lakes South Platte River South Diversion: located in the NE ¼ of the SW ¼ of Section 19, T1N, R66W, 6 P.M., Weld County. (1) The point of diversion for Villano Gravel Lakes South Platte River South Diversion is owned by Ken and Linda Jean Ogilvie, 4620 U.S. Highway 85, Fort Lupton, CO 80621. (2) The rate of flow claimed for this diversion structure is 300 c.f.s. iii. Fulton Ditch: The headgate of the Fulton Ditch is located on the east bank of the South Platte River in the NE 3 of the SE 3, Section 17, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,815 feet South and 145 feet West of the Northeast corner of said Section 17. (1) The Fulton Ditch is owned by the Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, Colorado 80601. (2) Diversions through the Fulton Ditch to the Villano Gravel Lakes, in combination with diversions by Thornton through the Fulton Ditch to other storage structures decreed in case No. 91CW126, shall not exceed 505 c.f.s. 6. Plan of operation. The Villano Gravel Lakes will be filled, in priority, by the sources of supply that are physically present at the points of diversion for the structures described above. Thornton is applying, in a separate application, for the right to fill the Villano Gravel Lakes by exchange. The Villano Gravel Pit Lakes also may be filled, using any sources of reusable water that Thornton then has the right to use. The Metro Wastewater Reclamation District (“Metro”) has proposed to build a new wastewater treatment plant (the Lower South Platte plant or “LSPWTP”) in the vicinity of Brighton, Colorado. If the LSPWTP is built and put into operation, and if some of Thornton’s sewage is treated at the LSPWTP, it is contemplated that there will be a conduit from the LSPWTP to the Villano Gravel Pit Lakes. This conduit (the “Villano Conduit”) may be used to transmit reusable effluent from the LSPWTP to the Villano Gravel Pit Lakes. The planned location of the LSPWTP is in the West ½ of Section 30, T. 1 N., R 66 W., 6th P.M., Adams County, Colorado. However, the exact location has not finally been determined. Since the entry of the decree in Case No. 91CW126, Thornton has transferred or traded some sources of reusable water that Thornton had at the time of that decree, such as sources in the Metropolitan Agreement and the South Park Ranches, and has acquired additional sources of reusable water. Thornton’s current sources of reusable water from its water rights are shown on the list attached as Exhibit 3. Thornton also has sources of reusable water based on contracts with other water users as listed on the attached Exhibit 4. Thornton requests not to be limited to the listed sources of reusable water. Instead, Thornton claims the right to store, and subsequently use, water from these reusable sources, as well as from any other sources of water, which Thornton acquires in the future, that are decreed for reuse, successive use, disposition for further use or otherwise decreed for use to extinction, or are from sources outside of Water Division No. 1. 7. Remarks. Thornton is currently involved in litigation with Metro over Metro’s asserted right to move the location where Metro returns Thornton’s reusable effluent from the existing Central Treatment Plant (“CTP”) to another location. By this application, Thornton does not waive its position in the current litigation or in any other litigation that Metro may not move where it returns Thornton’s reusable effluent at the CTP without limitation and without liability, and does not waive Thornton’s right and claim to recover any damages or obtain other relief as a result of Metro’s actions. (Total of 8 pages and ___ exhibits.)

04CW350 CITY OF THORNTON, Colorado, c/o Mark R. Koleber, 12450 Washington Street, Thornton, CO 80241, (720) 977-6500. APPLICATION FOR CHANGE OF WATER RIGHT, IN ADAMS, LARIMER AND WELD COUNTIES. William A. Hillhouse II, David C. Taussig, Sarah A. Klahn, Jason V. Turner, White & Jankowski, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. 2. Name of new water rights claimed: Thornton 2004 Exchange. 3. Explanation of application: 3.1 Thornton has a number of decreed exchanges and has other exchanges pending adjudication in Case No. 96CW1116. These decreed and pending exchanges are referred to collectively in this application as the “Current Exchanges.” The purpose

December 2004 Resume Page 100 of 185 of this application is to claim certain additional exchanges with a 2004 priority date. The exchanges claimed herein (the “Claimed Exchanges”) will supplement, but will not limit, the Current Exchanges. Nor do the exchanges applied for herein limit any other water rights that Thornton has to divert or store at, or to use water from, any location named herein. 4. New Structures: One of the purposes of this application is to obtain a decree that permits the use of certain structures (“New Structures”), which are not listed in the Current Exchanges, as exchange-to and exchange-from points for Thornton’s exchange operations. The New Structures are described as follows: 4.1 The Lower South Platte Wastewater Treatment Plant (“LSPWTP”). 4.1.1 The Metro Wastewater Reclamation District (“Metro”), which treats and discharges sewage from Thornton’s service area, plans to construct a new wastewater treatment facility (the “LSPWTP”) in the vicinity of Brighton, Colorado. It is possible that some of Thornton’s sewage will be treated at this facility in the future. To the extent that some of Thornton’s treated sewage effluent is returned to the South Platte River at the LSPWTP, and to the extent that this effluent is subject to further use by Thornton (“reusable effluent”), (The Northern Project Decree is the decree entered by the Water Court for Water Division No. 1, on remand, in Consolidated Case Nos. 86CW401, 86CW402, 86CW403 and 87CW332, on March 9, 1998.) Thornton seeks the right in this application to exchange by using its reusable effluent(fn. By “reusable effluent”, Thornton means any of its treated sewage effluent that may be reused, successively used, disposed of for further use, or otherwise used to extinction) from the LSPWTP as a substitute supply for the exchanges described herein. 4.1.2 The planned location of the LSPWTP is in the West ½ of Section 30, T1N, R66W, 6th P.M, Weld County, Colorado. However, the exact location has not finally been determined. Thornton believes that the property in the West ½ of Section 30 is owned by: Aggregate Industries - West Central Region, Inc., 3605 South Teller Street, Lakewood, CO 80235; Dennis B. Clanahan Trustee, 600 17th Street Ste. 2700 S, Denver, CO 80202; Consolidated Mutual Water Company, 12700 W. 27th Ave., Lakewood, CO 80215; KLZ Radio, Inc. PO Box 3003, Blue Bell, PA, 19422. 4.1.3 The LSPWTP may have one or more points of discharge from the wastewater treatment plant to the South Platte River. In this application, Thornton seeks approval of exchanges from the LSPWTP as constructed, or as subsequently modified, whether the facilities and the point or points of discharge are at the planned location or at any other location selected. 4.1.4 Whether or not the LSPWTP is constructed, it is anticipated that at least a portion of Thornton’s reusable effluent will continue to be discharged at Metro’s Central Treatment Plant (“CTP”.) The Claimed Exchanges utilizing the CTP are described hereinafter. 4.2 LSPWTP Pipeline Discharge. 4.2.1 If the LSPWTP is constructed, it is anticipated that there will be a pipeline (the “LSPWTP Pipeline”) from the LSPWTP up the South Platte River to a point of discharge to the river upstream of the headgate of the Fulton Ditch (the “LSPWTP Pipeline Discharge”). A portion of Thornton’s reusable effluent may be discharged to the South Platte River at the LSPWTP; a portion may be delivered directly to the LSPWTP Pipeline and discharged to the South Platte River at the LSPWTP Pipeline Discharge. In this application Thornton seeks the right to conduct exchanges from the LSPWTP Pipeline Discharge. 4.2.2 The planned location of the LSPWTP Pipeline Discharge to the South Platte River is upstream of the Fulton Ditch headgate in the SE ¼ of Section 17, T2S, R67 W, 6th P.M., Adams County, Colorado. However, the actual location may vary slightly from the planned location. In this application, Thornton seeks approval of exchanges from the LSPWTP Pipeline Discharge, as constructed, or as subsequently modified, whether at the planned location or at any other location selected. 4.2.3 Thornton believes that the owners of the SE ¼ of Section 17 are Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, CO 80601; South Adams County Water and Sanitation District, 6595 E. 70th Ave., Commerce City, CO 80022. 4.3 Villano Gravel Lakes. 4.3.1 The location of the Villano Gravel Lakes is the SE ¼ of Section 18 and the E ½ of Section 19, T1N, R66W, 6th P.M., Weld County, Colorado. 4.3.2 Thornton believes that the land upon which the Villano Gravel Lakes will be

December 2004 Resume Page 101 of 185 constructed is owned by: James L. and Gerald A. Adams c/o the Revocable Trust of Shirley Gray, P.O. Box 164, Goodland, KS 67735; Ida A Sasaki – ½ interest & Sasaki Family Holdings – ½ interest, 1812 Weld County Road 27, Brighton, CO 80601; Villano Brothers Properties, Inc., 13050 Weld County Road 10, Fort Lupton, CO 80621; Watada Farms, Inc., 1426 41st Ave. Ct., Greeley, CO 80634; and Frank, May, and Thomas T. Yokooji, 12673 County Road 6, Brighton, CO 80603. 4.3.3 The active capacity of Villano Gravel Lakes will be 11,000 acre-feet. The dead storage will be zero acre feet. 4.3.4 The points of diversion for the Villano Gravel Lakes will be: 4.3.4.1 Villano Gravel Lakes South Platte River North Diversion: located in the W 1/2 of the NE 1/4 of Section 18, T1N, R66W, 6th P.M., Weld County. The Villano Gravel Lakes South Platte River North Diversion is owned by Donald L. and Suzanne Rittenhouse, 205 N. Patit Road, Dayton, WA 99328. 4.3.4.2 Villano Gravel Lakes South Platte River South Diversion: located in the NE ¼ of the SW ¼ of Section 19, T1N, R66W, 6th P.M., Weld County. The Villano Gravel Lakes South Platte River South Diversion is owned by Ken and Linda Jean Ogilvie, 4620 U.S. Highway 85, Fort Lupton, CO 80621. 4.3.4.3 Fulton Ditch: The headgate of the Fulton Ditch is located on the east bank of the South Platte River in the NE 1/4 of the SE 1/4, Section 17, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,815 feet South and 145 feet West of the Northeast corner of said Section 17. The Fulton Ditch is owned by the Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, Colorado 80601. 4.3.4.4 In addition, if the LSPWTP is built and put into operation, and if some of Thornton’s sewage is treated at the LSPWTP, it is contemplated that there will be a conduit from the LSPWTP to the Villano Gravel Lakes. This conduit (the “Villano Conduit”) may be used to transmit reusable effluent from the LSPWTP to the Villano Gravel Lakes. 4.3.4.5 In this application, Thornton seeks the right to exchange to the Villano Gravel Lakes through its points of diversion, to store therein water released from upstream facilities or operations, to exchange from the Villano Gravel Lakes to upstream facilities named in this application and to release water from the Villano Gravel Lakes to be used downstream. 4.4 Riverdale Reservoir. 4.4.1 Riverdale Reservoir is proposed to be located in the SW ¼ of Section 8, T2S, R67W, 6th P.M., Adams County. 4.4.2 The estimated capacity of Riverdale Reservoir is 2500 AF. 4.4.3 The proposed point of diversion for Riverdale Reservoir is the headgate of the combined Lower Clear Creek Ditch and Colorado Agricultural Ditch, on the north bank of Clear Creek in the SW ¼ of the SE ¼, Section 4, T3S, R68W, 6th P.M., Adams County, Colorado, at a point approximately 1200 feet North and 1400 feet West of the Southeast corner of said section. 4.4.3.1 The Lower Clear Creek Ditch is owned by the Lower Clear Creek Ditch Company, c/o Thornton Water Resources, 9500 Civic Center Drive, Thornton, CO 80229. 4.4.3.2 The Colorado Agricultural Ditch is owned by the Colorado Agricultural Ditch Company, c/o Thornton Water Resources, 9500 Civic Center Drive, Thornton, CO 80229. 4.4.3.3 To the best of Thornton’s knowledge, the land on which the Riverdale Reservoir will be located is owned by Lula M. Eppinger, et al, c/o the Trust for Public Land, 1410 Grant Street #D210, Denver, CO 80203 and the Fukaye Family, LLC, 10680 Riverdale Rd., Thornton, CO 80233. 4.4.4 In this application, Thornton seeks the right to exchange to the Riverdale Reservoir through its point of diversion, to store therein water released from upstream facilities or operations, to exchange from the Riverdale Reservoir to upstream facilities named in this application and to release water from the Riverdale Reservoir to be used downstream. 4.5 United Pit. 4.5.1 This facility is located in the W1/2 of the SE1/4, and the SE1/4 of the SW1/4, Section 26; the W1/2 of the NE1/4, Section 35, T1S, R67W, 6th P.M., Adams County. 4.5.2 The estimated capacity is 8000 acre-feet. 4.5.3 The points of diversion are: 4.5.3.1 A headgate on the East bank of the South Platte River in the SW 1/4 of Section 26, T1S, R67W, 6th P.M., Adams County, located approximately 1,636 feet east of the West line and 1,531 feet north of the South line of said Section 26. Latitude 039 55 58.45N, longitude 104 51 32.36W. 4.5.3.2 The United Diversion Facility No. 3 is approximately 600 feet west of the United Gravel Pit, and is connected by pipeline to the United Gravel Pit. 4.5.4 The United Pit is owned by the Bromley

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District Water Providers, 5460 S. Quebec #110, Greenwood Village, CO 80111. The land upon which the point of diversion is located is owned by Aggregate Industries - West Central Region, Inc., 3605 South Teller Street, Lakewood, CO 80235. 4.5.5 In this application, Thornton seeks the right to exchange to the United Pit through its points of diversion, to store therein water released from upstream facilities or operations, to exchange from the United Pit to upstream facilities named in this application and to release water from the United Pit to be used downstream. 5. Exchanges from the New Facilities. 5.1 Exchanges from the LSPWTP, the Villano Gravel Pit Lakes and/or the United Pit. Thornton will divert water at the following diversion structures, all of which are more fully described in this application, in exchange for substitute supplies released at the LSPWTP, the Villano Gravel Lakes and/or the United Pit: Fulton Ditch. Brighton Ditch. Brantner Ditch. Burlington Ditch. The common headgate of the Lower Clear Creek and Colorado Agricultural Ditches. South Dahlia River Diversion. Hammer River Diversions A&B. Rogers River Diversions A&B. North Dahlia River Diversion. East Sprat Platte River Diversions A&B. West Sprat Platte River Diversion. Cooley West River Diversion. Farmers’ High Line Canal. Croke Canal. United Platte River Diversion. ThornCreek Golf Course Diversion. 5.2 Exchanges from LSPWTP Pipeline Discharge. Thornton will divert water at the following diversion structures, all of which are more fully described in this application, in exchange for substitute supplies released at the LSPWTP Pipeline Discharge: Burlington Ditch. The common headgate of the Lower Clear Creek and Colorado Agricultural Ditches. South Dahlia River Diversion. East Sprat Platte River Diversions A&B. West Sprat Platte River Diversion. Cooley West River Diversion. Farmers’ High Line Canal. Croke Canal. ThornCreek Golf Course Diversion. 5.3 Exchanges from Riverdale Reservoir. Thornton will divert water at the following diversion structures, all of which are more fully described in this application, in exchange for substitute supplies released at Riverdale Reservoir: Fulton Ditch Burlington Ditch. The common headgate of the Lower Clear Creek and Colorado Agricultural Ditches. South Dahlia River Diversion. East Sprat Platte River Diversions A&B. West Sprat Platte River Diversion. Cooley West River Diversion. Farmers’ High Line Canal. Croke Canal. ThornCreek Golf Course Diversion. 5.4 Substitutions and exchanges to effectuate Thornton's Northern Project. Thornton may exchange from the outlet works of any or all of the New Structures to effectuate Thornton's Northern Project, by releasing water so that the water is delivered to the confluence of the South Platte River and the Cache la Poudre River, located in or about the SW 1/4 of the SW 1/4, Section 6, T5N, R64W, 6th P.M., Weld County, so as to meet Thornton's replacement requirements under the Northern Project Decree, and/or exchanged from such confluence upstream on the Cache la Poudre River to the locations described in the Northern Project Decree. Waters diverted at the facilities in the Northern Project Decree may be used directly or stored for subsequent use or moved to, between or among components of Thornton’s Northern Project, as permitted by the terms of the Northern Project Decree. 5.5 Releases to downstream facilities. Thornton also seeks the ability to release water from any of the New Structures, to use the flows of the natural streams to transport such water, and to recapture the water (after such transit losses, if any, as the Division of Water Resources legitimately imposes) at Thornton’s facilities downstream from the point of release. 5.5.1 Thornton has the following facilities downstream of the LSPWTP and the Villano Gravel Lakes: 5.5.1.1 Doeringsfeld Pit. 5.5.1.1.1 This facility will be located in the SE 1/4 of the SW 1/4, SW 1/4 of the SE 1/4, Section 3; NE 1/4 of the NE 1/4, Section 9; and NW 1/4, W 1/2 of the NE 1/4, and NE 1/4 of the NE 1/4, Section 10, T5N, R65W, 6th P.M., Weld County. 5.5.1.1.2 The currently decreed capacity is 4474 acre-feet (“a.f.”) (conditional). 5.5.1.1.3 The decreed point of diversion for this facility is at the headgate of the Patterson Ditch on the north bank of the South Platte River in the NE 1/4 of the NE 1/4, Section 21, T5N, R65W, 6th P.M., Weld County, at a point approximately 641 feet South and 5,133 feet East of the Northwest corner of said Section 21. 5.5.1.1.4 To the best of Thornton’s knowledge, the Patterson Ditch is owned by Delta Irrigation Co., 24576 WCR 64,

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Greeley, CO 8063 1. 5.5.1.1.5 To the best of Thornton’s knowledge, the Doeringsfeld Pit and the Doeringsfeld Pit, First Enlargement are owned by Doeringsfeld and Aratas, a partnership, 224 West Ludwig Road, Fort Wayne, IN 46825 (“Doeringsfeld”), and the mining lease therefor is held by Varra Companies, Inc., P. 0. Box 2049, Broomfield, CO 80038-2049 (“Varra”). Thornton has a right of first refusal to acquire the property. 5.5.1.2 Doeringsfeld Pit, First Enlargement. 5.5.1.2.1 This facility will be located in the SE 1/4 of the SW 1/4 SW 1/4 of the SE 1/4, Section 3; NE 1/4 of the NE 1/4, Section 9; and NW 1/4, and W 1/2 of the NE 1/4, NE 1/4 of the NE 1/4, Section 10, T5N, R65W, 6th P.M., Weld County. 5.5.1.2.2 The currently decreed capacity is 1,526 a.f. (conditional). 5.5.1.2.3 The decreed point of diversion for this facility is the headgate of the Patterson Ditch, described above. 5.5.1.3 Fort Lupton Pit. 5.5.1.3.1 This facility will be located in the W 1/2 of the SW 1/4, Section 7, TlN, R66W, 6th P.M.; and E 1/2 of the SE 1/4, Section 12, TlN, R67W, 6th P.M., Weld County. 5.5.1.3.2 The currently decreed capacity is 2,700 a.f. (conditional). 5.5.1.3.3 The currently decreed points of diversion are: 5.5.1.3.3.1 The headgate of the Lupton Bottom Ditch, on the northwest bank of the South Platte River in the NW 1/4 of the SW 1/4, Section 19, TlN, R66W, 6th P.M., Weld County, at a point approximately 2,110 feet North and 56 feet East of the Southwest corner of said Section 19. To the best of Thornton’s knowledge, the Lupton Bottom Ditch is owned by the Lupton Bottome Ditch Co., Gene Wagner, Pres., 9990 Highway 23, Ft. Lupton, Colorado 80621. 5.5.1.3.3.2 Big Dry Creek Diversion: On the north bank of Big Dry Creek in the SE 1/4 of the SE 1/4, Section 12, TlN, R67W, 6th P.M., Weld County, at a point approximately 4,691 feet South and 4,094 feet East of the Northwest corner of said Section 12. 5.5.1.3.3.3 South Platte River Diversion: On the west bank of the South Platte River in the NE 1/4 of the NW 1/4, Section 18, TIN, R66W, 6th P.M., Weld County, at a point approximately 1,547 feet South and 3,769 feet West of the Northeast corner of said Section 18. 5.5.1.3.3.4 The land where the Fort Lupton Pit is planned to be located is owned by Thornton or by LaFarge North America, Inc., 1400 W 64th Avenue, Denver, CO 80221-2430, or an affiliated entity. 5.5.2 Thornton has the following facilities, in addition to those listed in paragraph 5.5.1, that are downstream from the United Pit and the Riverdale Reservoir: 5.5.2.1 Villano Pit. 5.5.2.2 Rogers Pit. 5.5.2.2.1 5.5.2.2.1 This facility will be located in the NE 1/4 of Section 1, TIS, R67W; and the SW 1/4 of the NW 1/4 of Section 6, TlS, R66W, 6th P.M., Adams County. 5.5.2.2.2 The currently decreed capacity is 2,500 a.f. (conditional). 5.5.2.2.3 The decreed points of diversion are: 5.5.2.2.3.1 The headgate of the Brantner Ditch, on the north bank of the South Platte River in the NE 1/4 of the SW 1/4, Section 4, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,72 1 feet South and 2,140 feet East of the Northwest corner of said Section 4. To the best of Thornton's knowledge, the Brantner Ditch is owned by the Brantner Ditch Co., Alvin Dechant, Pres., 4936 WCR 23, Ft. Lupton, CO 80621. 5.5.2.2.3.2 The headgate of the Brighton Ditch, on the west bank of the South Platte River in the SE 1/4 of the SE 1/4, Section 11, TlS, R67W, 6th P.M., Adams County, at a point approximately 780 feet north and 1, 120 feet west of the Southeast comer of said Section 11. To the best of Thornton’s knowledge, the Brighton Ditch is owned by the Brighton Ditch Company, c/o Don Rosenbrock, 3286 WCR 23, Ft. Lupton, CO 80621. 5.5.2.2.3.3 South Platte River Diversion A: On the west bank of the South Platte River in the NE 1/4 of the NE 1/4, Section 1, TlS, R67W, 6th P.M., Adams County, at a point approximately 1,000 feet south and 50 feet west of the Northeast corner of said Section 1. 5.5.2.2.3.4 South Platte River Diversion B: On the northwest bank of the South Platte River in the NW 1/4 of the SW 1/4 Section 6, T1 S, R66W, 6th P.M., Adams County, at a point approximately 2,480 feet south and 300 feet east of the Northwest corner of said Section 6. 5.5.2.2.4 The Rogers Pit is owned by Aggregate Industries - West Central Region, Inc., 3605 South Teller Street, Lakewood, CO 80235. Thornton has exercised its option to purchase the property. 5.5.2.3 Hammer Pit. 5.5.2.3.1 This facility will be located in the SE 1/4, the S 1/4 of the NE 1/4, and the SE 1/4 of the NW 1/4 of Section 14; and the E 1/2 of the NW 1/4, and NW 1/4 of the NE 1/4, Section 23, TlS, R67W, 6th P.M.,

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Adams County. 5.5.2.3.2 The currently decreed capacity is 1,600 a.f. (conditional). 5.5.2.3.3 The decreed points of diversion are at: 5.5.2.3.3.1 The headgate of the Brantner Ditch, described above. 5.5.2.3.3.2 South Platte River Diversion A: On the west bank of the South Platte River in the NE 1/4 of the NW 1/4 of Section 23, TlS, R67W, 6th P.M., Adams County, at a point approximately 1,100 feet south and 2,500 feet east of the Northwest corner of said Section 23. 5.5.2.3.3.3 South Platte River Diversion B: On the west bank of the South Platte River in the SE 1/4 of the NE 1/4 of Section 14, TIS, 67W, 6th P.M., Adams County, at a point approximately 2,400 feet south and 580 feet west of the Northeast corner of said Section 14. 5.5.2.3.4 The Hammer Pit is owned by Aggregate Industries - West Central Region, Inc., 3605 South Teller Street, Lakewood, CO 80235. Thornton has exercised its option to purchase the property. 5.6 ThornCreek Golf Course diversion. 5.6.1 The location of the ThornCreek Golf Course diversion is on the south bank of Big Dry Creek in the SW 1/4 of the NE 1/4 of Section 27, T1 S, R68W, 6th P.M., Adams County, at a point approximately 2,013 West and 1,980 feet South of the Northeast corner of said section. 5.6.2 The ThornCreek Golf Course diversion is owned by the City of Thornton. 6. Exchanges to the New Structures. 6.1 Exchanges of TNP water. 6.1.1 Thornton seeks to exchange water from the water rights decreed in the Northern Project Decree, including the water rights that were changed in that proceeding and the new water rights that were decreed therein, and from the water rights that Thornton owns in Water Supply and Storage Company and the Jackson Ditch Company, including but not limited to water imported from outside of Water Division No. 1 and return flows from the use of such waters (but excluding water imported through the Colorado - Big Thompson system or return flows therefrom.) The water that Thornton seeks to exchange is referred to in this application as "TNP water." 6.1.2 Thornton seeks to exchange TNP water by releasing it to the Cache la Poudre or to the South Platte River and by diverting a like amount, when river conditions permit, at the New Structures. TNP water may be released from reservoirs, ditches or canals decreed in the Northern Project Decree, or by-passed at the headgates thereof (if acceptable to the Division Engineer), so as to reach the confluence of the Cache la Poudre and South Platte Rivers, and exchanged up the South Platte River to the New Structures. 6.2 Exchanges from downstream facilities. Thornton seeks in this application to exchange water from any of its downstream facilities to the Villano Gravel Lakes, the United Pit and/or the Riverdale Reservoir. 6.3 Storage of water released from upstream facilities. Thornton seeks in this application the right to store water released from one of the City’s upstream facilities, utilizing the natural streams to carry the water downstream, and storing the water (by diversion and by exchange where necessary) in the Villano Gravel Lakes, the United Pit and/or Riverdale Reservoir. In addition to the facilities upstream of (and including) the Villano Gravel Lakes, previously described in this application, Thornton may release water for rediversion and storage from the following facilities: 6.3.1 Cooley East Pit, decreed in Case No. 91CW126. 6.3.1.1 This facility will be located in the S ½ of Section 9, and the NW ¼ of Section 16, T2S, R67W, 6th P.M., Adams County. 6.3.1.2 The currently decreed capacity of the Cooley East Pit is 5,100 a.f. (conditional). 6.3.1.3 The currently decreed point of diversion for the Cooley East Pit is the headgate of the Fulton Ditch, on the east bank of the South Platte River in the NE ¼ of the SE ¼, Section 17, T2S, R67W, 6th P.M., Adams County, at a point approximately 2,815 feet South and 145 feet West of the Northeast corner of said Section 17. To the best of Thornton’s knowledge, the Fulton Ditch is owned by the Fulton Irrigating Ditch Company, 13698 East 136th Avenue, Brighton, CO 80601. 6.3.1.4 In addition, or in the alternative, Thornton seeks the right to divert water into the Cooley East Pit by exchange, using the Burlington Ditch as a point of diversion. The Burlington Ditch is located on the east bank of the South Platte River in the SW ¼ of the NE ¼ of Section 14, T3S, R68W, 6 P.M., Adams County, at a point approximately 2,200 feet West and 2,300 feet South of the Northeast corner of said section. The Burlington Ditch is owned by: the Burlington Ditch Land & Reservoir Company, 80 South 27th Avenue, Brighton, CO 80601; Farmers Reservoir & Irrigation

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Company, 80 South 27th Avenue, Brighton, CO 80601, Henrylynn Irrigation District, P.O. Box 85, Hudson, CO 86042. 6.3.1.5 The Cooley East Pit is owned by Aggregate Industries – West Central Region, Inc. 6.3.2. Cooley West Pit, decreed in Case No. 91CW126. 6.3.2.1 This facility was decreed in Case No. 91CW126 as the “Cooley Pit (a.k.a. Thornton Pit).” 6.3.2.2 It will be located in the NE ¼, N ½ of the SE ¼, NE ¼ of the SW ¼, and SE ¼ of the NW ¼, Section 17, T2S, R67W, 6th P.M., Adams County. 6.3.2.3 The currently decreed capacity of the Cooley West Pit is 3,800 a.f. (conditional). 6.3.2.4 The currently decreed points of diversion for the Cooley West Pit are: 6.3.2.4.1 The combined headgate of the Lower Clear Creek Ditch and Colorado Agricultural Ditch, described above. 6.3.2.4.2 South Platte River Diversion: On the northwest bank of the South Platte River in the SW ¼ of the NW ¼, Section 20, T2S, R67W, 6th P.M., Adams County, at a point approximately 3,780 feet North and 15 feet East of the Southwest corner of said Section 20. 6.3.2.5 In addition, or in the alternative, Thornton seeks the right to divert water into the Cooley West Pit by exchange, using the Burlington Ditch, which is described above, as a point of diversion. 6.3.2.6 The Cooley West Pit is owned by Aggregate Industries – West Central Region, Inc. Thornton has exercised its option to purchase the property. 6.3.3 West Sprat-Platte Pit, decreed in Case No. 91CW126. 6.3.3.1 This facility was decreed in Case No. 91CW126 as the “West Sprat-Platte Pit (a.k.a. Thornton Pit).” 6.3.3.2 It is located in the SW ¼, Section 17, and the NW ¼ of the NW ¼, Section 20, T2S, R67W, 6th P.M., Adams County. 6.3.3.3 The currently decreed capacity of the West Sprat-Platte Pit is 1,900 a.f. (conditional). 6.3.3.4 The decreed points of diversion are: 6.3.3.4.1 The combined headgate of the Lower Clear Creek Ditch and Colorado Agricultural Ditch, described above. 6.3.3.4.2 South Platte River Diversion: On the northwest bank of the South Platte River in the SW ¼ of the NW ¼, Section 20, T2S, R67W, 6th P.M., Adams County, at a point approximately 3,780 feet North and 15 feet East of the Southwest corner of said Section 20. 6.3.3.5 Thornton also seeks the right to divert by exchange at the Burlington Ditch headgate, described above. 6.3.3.6 Thornton owns the West Sprat-Platte Pit. 6.3.4 East Sprat-Platte Pit, decreed in Case No. 91CW126. 6.3.4.1 This facility was decreed in Case No. 91CW 126 as the “Sprat-Platte Ranch East Pit.” 6.3.4.2 It is located in the S ½ of the SW ¼, SW ¼ of the SE ¼, Section 17, and NW ¼, and NW ¼ of the NE ¼, Section 20, T2S, R67W, 6th P.M., Adams County. 6.3.4.3 The currently decreed capacity of the East Sprat-Platte Pit is 1,500 a.f. (conditional). 6.3.4.4 The decreed points of diversion for the East Sprat-Platte Pit are: 6.3.4.4.1 The headgate of the Burlington Ditch, described above. 6.3.4.4.2 South Platte River Diversion A (Sprat-Platte Ranch East Pit): On the southeast bank of the South Platte River in the SW ¼ of the NW ¼, Section 20, T2S, R67W, 6th P.M., Adams County, at a point approximately 3,703 feet North and 136 feet East of the Southwest corner of said Section 20. 6.3.4.4.3 South Platte River Diversion B (North Dahlia Pit and Sprat-Platte Ranch East Pit): On the southeast bank of the South Platte River in the SW ¼ of the SE ¼, Section 19, T2S, R67W, 6th P.M., Adams County, at a point approximately 582 feet North and 2,073 feet West of the Southeast corner of said Section 19. 6.3.4.5 The East-Sprat-Platte Pit is owned by Thornton. 6.3.5 North Dahlia Pit, decreed in Case No. 91CW126. 6.3.5.1 This facility is located in the S ½ of the NE ¼, and SE ¼, Section 19; the W ½ of the SW ¼, S ½ of the NW ¼, Section 20, T2S, R67W, 6th P.M., Adams County. 6.3.5.2 The currently decreed capacity of the North Dahlia Pit is 3,500 a.f. (conditional). 6.3.5.3 The decreed points of diversion for the North Dahlia Pit are: 6.3.5.3.1 The headgate of the Burlington Ditch, described above. 6.3.5.3.2 South Platte River Diversion: On the southeast bank of the South Platte River in the SW ¼ of the SE ¼, Section 19, T2S, R67W, 6th P.M., Adams County, at a point approximately 582 feet North and 2,073 feet West of the Southeast corner of said Section 19. 6.3.5.4 Thornton owns the North Dahlia Pit. 6.3.6 Standley Lake Reservoir, the subject of several previous decrees. 6.3.6.1 The facility is located in parts of Sections 16, 17, 20, 21, 22, 27, 28 and 29, T2S, R69W, 6th P.M., Jefferson County. 6.3.6.2 Water may be diverted into Standley Lake Reservoir through the Croke Canal or the Farmers

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High Line Canal. 6.3.6.2.1 Croke Canal Location: On the north bank of Clear Creek in the NW ¼ of the NE ¼ of Section 26, T3S, R70W, 6 P.M., Jefferson County, at a point which is approximately 2,700 feet East and 250 feet South of the Northwest corner of said section. To the best of Thornton’s knowledge, the Farmers Reservoir and Irrigation Company, 80 South 27th Street, Brighton, Colorado 80601, own the Croke Canal. 6.3.6.2.2 Farmers' High Line Canal Location: On the north bank of Clear Creek in the NW ¼ of the SW ¼ of Section 27, T3S, R70W, 6 P.M., Jefferson County, at a point approximately 950 feet East and 1,500 feet North of the Southwest corner of said section. To the best of Thornton’s knowledge, the Farmers’ High Line Canal is owned by the Farmers' High Line Canal and Reservoir Co., Curt Aldstadt, Pres., 725 Malley Drive, Northglenn, Colorado 80233. 6.3.6.3 The Farmers Reservoir & Irrigation Company owns Standley Lake Reservoir. 6.3.6.4 The currently decreed capacity of Standley Lake Reservoir is 49,488 acre-feet. 6.3.7 South Dahlia Pit (a.k.a. Dahlia Pit), decreed in Case No. 92CW164. 6.3.7.1 South Dahlia Pit is located southeast of the South Platte River in the NE ¼, NW ¼ of the SE ¼, and E1/2 of the NE ¼ of the SW ¼ of Section 30, T2S, R67W, 6th P.M., Adams County. 6.3.7.2 The decreed capacity of the South Dahlia Pit is 4,500 a.f. 6.3.7.3 The decreed point of diversion for the South Dahlia Pit is the headgate of the Burlington Ditch as described above. 6.3.7.4 Thornton owns the South Dahlia Pit. 6.3.8 West Gravel Lakes, decreed in Case No. 81CW448. 6.3.8.1 The West Gravel Lakes are located just west of the South Platte River in Sections 25 and 36, T2S, R68W, and Section 30, T2S, R67W, 6 P.M., Adams County. 6.3.8.2 The decreed capacity of the West Gravel Lakes is 3,600 a.f. 6.3.8.3 The decreed point of diversion for the West Gravel Lakes is the combined headgate of the Lower Clear Creek Ditch and Colorado Agricultural Ditch, described above. 6.3.8.4 In addition, or in the alternative, Thornton seeks the right to divert water into the West Gravel Lakes by exchange, using the Burlington Ditch, which is described above, as a point of diversion. 6.3.8.5 Thornton owns the West Gravel Lakes. 6.3.9 East Gravel Lakes (a.k.a. Tani Lakes), decreed in Case No. 79CW376. 6.3.9.1 The East Gravel Lakes are located adjacent to the east bank of the South Platte River, in Sections 25 and 36, T2S, R68W, and Sections 30 and 31, T2S, R67W, 6 P.M., Adams County. 6.3.9.2 The decreed capacity of the East Gravel Lakes is 8,000 a.f. 6.3.9.3 The decreed point of diversion for the East Gravel Lakes is the Burlington Ditch, which is described above. 6.3.9.4 Thornton owns the East Gravel Lakes. 6.3.10 Brannan Lake, decreed in Case No. 90CW230. 6.3.10.1 Brannan Lake is located in the SW ¼ of Section 35, T2S, R68W, 6th P.M., Adams County. 6.3.10.2 The decreed capacity of Brannan Lake is 3,600 a.f. 6.3.10.3 The decreed point of diversion for Brannan Lake is the headgate of the combined Lower Clear Creek Ditch and Colorado Agricultural Ditch, which is described above. 6.3.10.4 The Mandalay Irrigation Company. 12450 Washington Street Thornton, CO 80241, owns Brannan Lake. 7. Exchanges from CTP. Thornton in this application seeks to divert water at the following diversion structures, all of which are more fully described in this application, in exchange for substitute supplies released at the CTP: Burlington Ditch. The common headgate of the Lower Clear Creek and Colorado Agricultural Ditches. Farmers’ High Line Canal. Croke Canal. ThornCreek Golf Course Diversion. The CTP, i.e., the outfall of the Metropolitan Denver Sewage Disposal District No. 1, is presently located on the South Platte River near the section line between Sections 1 and 12, T. 3 S., R. 68 W., 6th P.M. To the best of Thornton’s information, the CTP is owned by Metro, 6450 York St., Denver, CO 80229. 8. Exchanges or other uses from confluence of Sand Creek and the South Platte River. Thornton, by contract with the City of Aurora, has the right to receive certain reusable effluent from Aurora’s wastewater treatment plant on Sand Creek. Thornton in this application seeks the right to exchange such water from the confluence of Sand Creek and the South Platte River to any of Thornton’s facilities that are upstream of there. In addition, Thornton seeks the right to use this water to meet its return flow obligations under its change of water right decrees, to use the waters of the natural streams to transport such water and to redivert and store the water (by exchange if necessary) at

December 2004 Resume Page 107 of 185 any of Thornton’s facilities that are downstream from the confluence, to meet Thornton’s obligations under the TNP Decree or to use such water as substitute supply for the exchanges in the TNP Decree. 9. Rates of exchange. The rates of diversion at Thornton’s exchange to points under this application will not exceed the following: 9.1 The headgate of the Brantner Ditch: 110 c.f.s. 9.2 The headgate of the Brighton Ditch: 45 c.f.s. 9.3 The headgate of the Fulton Ditch: Diversions through the Fulton Ditch to the Villano Gravel Lakes: 110 c.f.s.. These diversions, in combination with diversions by Thornton through the Fulton Ditch to other storage structures decreed in case No. 91CW126, shall not exceed 505 c.f.s. 9.4 The headgate of the Burlington Ditch: 200 c.f.s. 9.5 The combined headgate of the Lower Clear Creek Ditch and Colorado Agricultural Ditch: 200 c.f.s. 9.6 South Platte River Diversion A for the Rogers Pit: 300 c.f.s. 9.7 South Platte River Diversion B for the Rogers Pit: 300 c.f.s. 9.8 South Platte River Diversion A for the Hammer Pit: 300 c.f.s. 9.9 South Platte River Diversion B for the Hammer Pit: 300 c.f.s. 9.10 South Platte River Diversion for the Cooley West Pit: 300 c.f.s. 9.11 South Platte River Diversion for the West Sprat -Platte Pit: 300 c.f.s. 9.12 South Platte River Diversion A for the East Sprat-Platte Pit: 300 c.f.s. 9.13 South Platte River Diversion B for the East Sprat-Platte Pit: 300 c.f.s. 9.14 South Platte River Diversion for the North Dahlia Pit: 300 c.f.s. 19.15 South Platte River Diversion for the South Dahlia Pit: 100 c.f.s. 9.16 United Platte River Diversion: 1,000 c.f.s. 9.17 ThornCreek Golf Course Diversion: 5 c.f.s. 9.18 Croke Canal: 200 c.f.s. 9.19 Farmers Highline Canal: 200 c.f.s. 9.20 Villano Gravel Lakes South Platte River North Diversion: 300 c.f.s. 9.21 Villano Gravel Lakes South Platte River South Diversion: 300 c.f.s. 10. Initiation of appropriations: Date of initiation: December 29, 2004. The appropriations were initiated by the concurrence of the intent to appropriate a definite quantity of water for beneficial uses, as evidenced by, among other things, the adoption by the Thornton City Council of Resolution No. CD 2004-234, dated December 7, 2004, directing the appropriation of the above rights of exchange and storage; coupled with an overt manifestation of that intent through physical acts sufficient to constitute notice to third parties, including, but not limited to, the staking of points of diversion and places of storage performed on December 29, 2004; and the filing of this application. 11. Date water applied to beneficial use: Not applicable. The appropriations to be confirmed under this application are conditional water rights. 12. Proposed use of water: The water diverted under these rights of exchange and substitution will be used, directly or by exchange or by substitution, for irrigation, agricultural, commercial, industrial and all municipal uses, including, but not limited to, domestic, mechanical, manufacturing, industrial, power generation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, recreation, piscatorial, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation and replacement, adjustment and regulation of Thornton's water supply system, including further exchange within Thornton's system and with other water users. Thornton seeks the right to fully consume such water used through its municipal system to the same extent as it is entitled to consume the sources of substitute supply given in exchange or substitution, and will do so by direct use, storage and subsequent release, reuse, successive use, further exchange, substitution and disposition. Following one or more uses, Thornton may use this water as substitute supply and to meet replacement or other obligations for any of its other decreed water rights. 13. Place of use: The place of use is the service area of the City of Thornton as it presently exists and as it may exist in the future, any location capable of service with water produced by the exchanges and substitutions herein, the lands of other water users in the South Platte River Basin to whom Thornton may release water in as substitute supply for the water diverted by exchange, or in satisfaction of replacement obligations. It is not practical to identify the names and addresses of the owners of all such property. 14. Sources of Substitute Supply: 14.1 The sources of substitute supply for these exchanges and substitutions include: [1] Water owned or controlled by Thornton in, or naturally tributary (including, but not limited to, water from the Cache la Poudre

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River and its tributaries) to, the South Platte River; [ 2] Transmountain water rights of the Water Supply and Storage Company, in which Thornton is a shareholder, including surface and subsurface return flows from the use of said rights (but excluding Colorado-Big Thompson water); [3] Reusable effluent and return flows from waters imported into Water Division No. 1, or obtained from nontributary or other reusable sources, by Aurora, Denver or any other entity and made available to Thornton; [4] Reusable effluent and return flows from waters decreed as fully consumable or reusable; [5] Effluent and non-sewered (lawn irrigation) return flows generated by the use of the foregoing water rights; and [6]Any water rights or rights to water acquired by Thornton in the future to the extent they are decreed for such use. 14.2 Thornton’s currently existing sources of water that will be used as substitute supplies under this application are those that are based on Thornton’s decrees and those it is entitled to use pursuant to contract. 14.3 Attached as Exhibit A-1 is a list of Thornton current water rights. These sources generally include the consumptive use attributable to changed irrigation rights in the South Platte Basin, transmountain sources, nontributary rights, and water rights that have been decreed for exchange purposes. Since it last obtained change of water right decrees for various ditch company shares, Thornton has acquired additional shares in certain ditch companies, including Fulton Irrigating Ditch Company, Lupton Bottoms Ditch Company, Brighton Ditch Company, Farmers Independent Ditch Company, Western Mutual Ditch Company, Lower Clear Creek Ditch Company, Colorado Agricultural Ditch Company, German Ditch Company, Farmers’ High Line Canal and Reservoir Company, Farmers’ Reservoir and Irrigation Company - Standley Lake Division, Farmers’ Reservoir and Irrigation Company - Barr Lake Division, Burlington Ditch Company, distributed from Barr Lake, and Mandalay Irrigation Company (including Church Ditch inches). When change decrees have been entered for these water rights, they will be available for use as sources of substitute supply for exchanges herein. The underlying water right decrees for these shares are identified on Exhibit A-1 hereto. 14.4 Thornton has available to it by agreements with other water users certain additional sources, listed on Exhibit A-2, which will be used as substitute supplies for the exchanges herein. 14.5 Thornton seeks not to be limited to the listed sources of water in making the exchanges and substitutions requested herein. Thornton also will use as sources of supply for the exchanges and substitutions herein any other water rights and sources of water that Thornton then owns or controls; provided that these are decreed for augmentation or exchange purposes, are transmountain water, are decreed as nontributary ground water, or otherwise have been decreed as fully consumable or reusable. 15. Remarks: Exhibits A-1 and A-2 list the water rights currently owned or held under contract by Thornton that may be used as substitute supplies for these exchanges. Exhibits B-1 and B-2 are an illustrative straight line diagram and a regional map that show the exchange structures other than those decreed in the Northern Project Decree. All of the attached exhibits are incorporated into this application by this reference. Nothing in this application shall be construed to create any right of Thornton to utilize land or structures owned by parties other than Thornton for the diversion of water, nor construed to enlarge or diminish any right to use lands, structures or facilities currently possessed by Thornton. Thornton may utilize existing water diversion, carriage and storage structures only to the extent it then has acquired the right to so use such structure from the appropriate entities, by purchase, by exercise of the power of eminent domain, or by other appropriate means. Similarly, Thornton may utilize land for the construction and operation of such structures only to the extent it then has acquired the right to so use such land from the appropriate entities, by purchase, by exercise of the power of eminent domain, or by other appropriate means. Thornton is currently involved in litigation with Metro over Metro’s asserted right to move the location where Metro returns Thornton’s reusable effluent from the existing Central Treatment Plant (“CTP”) to another location. By this application, Thornton does not waive its position in the current litigation or in any other litigation that Metro may not move where it returns Thornton’s reusable effluent at the CTP without limitation and without liability, and does not waive Thornton’s right and claim to

December 2004 Resume Page 109 of 185 recover any damages or obtain other relief as a result of Metro’s actions. (Total of 23 pages plus 4 exhibits.)

04CW351 JOHNIE H. VAUGHN, 12560 Tucson St., Henderson, CO 80640 (303-659-3747) APPLICATION FOR: PROTEST TO REVISED ABANDONMENT LIST, IN ADAMS COUNTY. 2. Describe the Water Right: A. Name of Structure Vaughn Well No. R-14165 B. Location and legal description: Adams County, NE ¼ NE ¼ Section 36, T1S, R67W, of the 6th P.M. Located 763 feet from the North and 2609 feet from the East section lines. C. Court where decree entered: District Court, Water Division I, State of Colorado D. Date of Decree: Case No: December 30, 1976, case W-1841 E. Source: South Platte River F. Decreed use or uses: Irrigation of 40 acres in the NE ¼ NW ¼ Section 36, T1S, R67W, Adams County, Colorado G. Appropriation Date: September 20, 1923 H. Decreed Amount: 0.8 CFS I. Amount listed as having been abandoned: 0.800 CFS J. Former District Number and Page Number where listed on Abandonment List: Water District 2, ID # 8451, page 8 of a 9 page list, "Division Engineer Revised Abandonment List", December 26, 2001 3. State factual and legal basis for this protest: The well is not abandoned, has never been abandoned, there was and is no intention to abandon the water right, and the well has been in continuous use for the past 80 years; the last 30 years being owned and operated by the Applicant, although pumping at a greatly reduced amount during the past 10 years. The chronology toward its abandoned status and the protest mistakes made during this process are listed in the "Remarks" section, paragraph, 4. Applicant submits the following factual evidence as the basis of this protest: (1) This application certifying by affidavit the truthfulness of the above statement. (2) The water commissioner's field inspection report, dated October 5, 2000, stating, "... ALSO USED FOR SANITARY USE IN SHOP. (SMALL PUMP DOWN CASING)", a copy of the field report is in the attachments, but the factual quote is provided herein. (3) The quoted witness statement above of Mr. Brent Schantz, the Deputy Water Commissioner of the Applicants area, attests to the fact that while the Applicant had abandoned use of the original turbine pump he continued to use the well itself and had installed a small sump pump into the casing and were pumping from the well, thus continuing the beneficial use of their decreed water right. This pump had been in place for several years prior to the field inspection, remains in place to this day, it continues to provide small and limited amounts of water at infrequent times. (4) In written instructions responding to an inquiry from their attorney (Lind, Lawrence & Ottenhoff) dated August 4, 2000, the Applicants demonstrated their intentions by stating, "This well has gone dry and after it runs a little while drops off. We plan to redrill it after our augmentation plan is complete". Applicants submit the following legal basis of this protest: (5) Missing "element of intent". Abandonment of an Absolute Water Right requires the element of intent. The Applicant never intended to abandon any part of this water right and no such intention was ever produced through a preponderance of evidence following the due process of law. An administrative process was followed that excluded the required element of intent and resulted in the abandoned status. When the intent to Not abandon the water right was established during the administrative process, it was ignored by DWR. (6) Missing "element of nonuse". Abandonment of a water right requires the element of nonuse. By the facts previously provided, the Applicant clearly demonstrates that such "nonuse" never occurred. To the contrary, the water right was always "in use", simply at a reduced amount. (7) Missing "intent to permanently discontinue the use of all or part of the water available". While the Applicant temporarily abandoned the beneficial use of the full amount of decreed water, there is no evidence of intent to permanently abandon such beneficial use. To the contrary, written instructions to their attorney quoted previously clearly demonstrated their long-term intentions. The temporary reduction in use is due to the 80-year-old age of the well and the surrounding aquifer conditions; this does not demonstrate a permanent intention to abandon any portion of the decreed water right. (8) CCR 37-92-103 Definitions, (2) states: "Abandonment of a water right" means the termination of a

December 2004 Resume Page 110 of 185 water right in whole or in part as a result of the intent of the owner thereof to discontinue permanently the use of all or part of the water available thereunder. No intent has occurred; to the contrary, the opposite intention has been demonstrated. (9) CCR 37-92-103 Definitions, ANNOTATION, Part II. ABANDONMENT includes additional supporting legal basis: Abandonment of water right must be shown by preponderance of evidence. Denver v. Snake River Water Dist., 788 P.2d 772 (Colo. 1990). Abandonment of water rights occurs when there is nonuse coupled with an intention to abandon. In re CF&I Steel Corp., 183 Colo. 135, 515 P.2d 456 (1973); Masters Inv. Co. v. Irrigationists Ass'n, 702 P.2d 268 (Colo. 1985); People v. City of Thornton, 775 P.2d 11 (Colo. 1989); Denver v. Snake River Water Dist., 788 P.2d 772 (Colo. 1990); Consolidated Home Supply v. Town of Berthoud, 896 P.2d 260 (Colo. 1995). The required "preponderance of evidence" is wholly lacking; instead the Applicants' water right was caught up in an administrative process. The required "nonuse coupled with an intention to abandon" is also clearly absent in this case. To the contrary, the opposite intention has been demonstrated. 4. Remarks: (1) The Applicant, the Applicants' former attorney, the water commissioner, and the state engineers office all have some responsibility in this improper abandonment. Ultimately, the Applicant failed to clearly communicate his continuing beneficial use and intent Not to permanently abandon this water right to his attorney and the representatives of the DWR, and perhaps the DWR was slightly overwhelmed with the administrative task of placing over 500 wells onto the current Revised Abandonment List. Here is a chronology of activity: - July 1, 2000, Certified letter to Mr. Johnie Vaughn from the SEO stating the well was being included on a new abandonment list and providing instructions to protest. - July 7, 2000, terse typewritten note to attorney, Kim Lawrence, "Please file a protest on this abandonment", from Johnie Vaughn. - August 4, 2000, letter from Kim Lawrence to Johnie Vaughn requesting specific information and plans for the well in question. - Unknown August 2000, date, containing the Applicants' response to their attorney quoted previously in paragraph 31(4). - August 31, 2000, notice of protest acknowledged by Mr. Dalby, SEO Abandonment Coordinator, and resulting request for field inspection issued to the District 2 Water Commissioner. - October 5, 2000, completed field inspection report previously quoted in paragraph 31(2). - November 8, letter to Kim Lawrence from the SEO, James Hall, acknowledging receipt of protest and completion of field inspection, but denying the request to remove the well from the abandonment list at this time. Also, the letter contained: further instructions for protesting the abandonment, warnings regarding use of the well without replacement (augmentation) water and a potential cease and desist order with violation penalties. Cc: Division Engineer, Water Commissioner, Deputy Water Commissioner, Abandonment Coordinator, and Johnie Vaughn by certified mail. Note: that the tenor of this letter implies and assumed intention to abandon and demands documentation to counter these assumptions in excess of that already provided. Herein lies the claim by the Applicants that the well was abandoned by an administrative process, rather than by due process based on a preponderance of evidence. - July 1, 2001, the deadline for filing further protests with the SEO passed. - November 2004, the filing of this combined application including the protest contained herein.

04CW352 JOHNIE H. & PATRICIA J. VAUGHN, MICHAEL & KAREN J. VAUGHN, 12560 Tucson St., Henderson, CO 80640 (303-659-3747) COMBINED APPLICATION FOR: STORAGE and SURFACE WATER RIGHTs, CHANGE OF WATER RIGHTs, UNDERGROUND WATER RIGHTs, and APPROVAL OF PLAN FOR AUGMENTATION, IN ADAMS COUNTY. 2. Introduction (Purposes of the Application, Justification and Need, Standing of Applicants' "Neighbors"): The "Applicants" are family members either individually or jointly owning agricultural land in Adams County. The purpose of this application is to obtain Approval of a Plan for Augmentation whereby wells that previously pumped under the augmentation program of the Ground Water Appropriators of the South Platte ("GASP") may

December 2004 Resume Page 111 of 185 again pump under their own augmentation plan (the "Henderson Augmentation Plan" or "Plan" detailed herein) in combination with wells that had no previous augmentation plan and other wells that are presently augmented by the Central Colorado Water Conservancy District ("CCWCD"). During the process of preparing the application, the Applicants discovered: 1) other water rights issues required inclusion in the application and, 2) the Plan's viability, operational efficiency, and benefits are all increased by including their Neighbors' wells, ditch shares, and other water rights within the Plan; all as a valid exercise of ingenuity of persons seeking to join together to maximize the beneficial use of the waters of this state. Therefore, with the consent of the Applicants' Neighbors, separate but interrelated claims are hereby combined into a single application with the court having the following four parts: A) STORAGE and SURFACE WATER RIGHTs B) CHANGE OF WATER RIGHTs C) UNDERGROUND WATER RIGHTs D) PROPOSED PLAN FOR AUGMENTATION. Finally, with apologies to the court for the length of this application, the Applicants' purpose is combine all relevant issues necessary to develop an augmentation plan allowing them to continue farming (Absolute), perhaps help their Neighbors (Conditional), and preserve for their assignees and successors the ability to manage their intertwined water and property rights in the future. Applicants Justification and Need - With the collapse of GASP, the uncertain future of CCWCD, continuing metro-area growth, adjoining E-470 condemnation, water pipeline construction, gravel mining and numerous new water storage projects along the South Platte River (three are within one mile of the Applicants' property) the Applicants and their Neighbors have lost or may lose the ability to irrigate their land and maintain or develop their property. In addition, progressively diminishing river return flows are a certain trend (Hal Simpson -DWR) resulting in a lowered alluvium water table and corresponding losses to shallow well productivity. The Applicants and their Neighbors have and are now individually spending tens of thousands of dollars on legal fees, engineering fees, drilling of new wells, etc., all with limited effect. Therefore, having limited resources and trusting in the benevolence and forgiveness of this court, Applicants seek to include their Neighbors in this Proposed Augmentation Plan and proceed per se, praying that the court and the state engineer will allow us to correct our mistakes and provide additional information as needed until we must hire an attorney to negotiate with our many objectors and represent us before the court. Standing of the Applicants' "Neighbors" - Four surrounding neighbors ("Neighbors", herein), having essentially contiguous lands, seeking to affiliate themselves with the Applicants in this combined application and Plan for Augmentation. These Neighbors generally do not have the resources to 1) proceed independently with their own water court applications, 2) expose themselves to the litigious costs associated with becoming co-applicants, and 3) have no desire to give up the full exercise of their independent water rights to the Applicants or anyone else. Therefore, the question arises... How can the Neighbors join in this application... and participate thereafter in the Plan... for the purpose of applying the waters of the State to their maximum beneficial uses in the most efficient and ingenious ways possible without causing harm to any senior appropriator? 1) Applicants propose that the Neighbors identified herein and seeking the "right to participate" in the Henderson Augmentation Plan be treated as "Conditional" members of the Plan, thus establishing a "Conditional Water Right" for the Plan, allowing them to bring their individual water rights into the Plan and any new or changed water rights that might be included in the final decree. 2) As with all Conditional Water Rights, Applicants agree to diligence filings, terms, and conditions the court may impose to make these Conditional members' rights and participation Absolute. 3) Applicants will require contractual commitments from the owners of all wells, water rights and structures Conditionally included in the final decree of this case before any such water is applied to beneficial use within the plan. Thereafter, participating Neighbors may withdraw their consent to include their property rights within the proposed Plan as subject to the terms of their contracts. 4) Thereby, Neighbors retain full control of their individual property rights and are free to participate in or to withdraw themselves from the Plan without changing or enhancing their

December 2004 Resume Page 112 of 185 individual water rights, filing their own court applications, or exposing themselves as co- applicants in this case. These affiliated Neighbors are listed here below and details are provided in paragraph 12, herein: - Tucson Water Company, c/o David Grandlienard, Secretary (Tucson Estates Subdivision) - Levi Homeowners Association, c/o Larry Ford, President (Levi Subdivision) - Paul and Kim Okada, owners of Okada Farms - Brighton School District 27-J, c/o Robert Stoeber, Director Of Operations Note: The number scheme herein, i.e. [XX] using square brackets, refers to a specific well, ditch, structure, other water right, or parcel/acreage. They are preserved and referenced throughout. Note: unless otherwise indicated, all legal descriptions herein are in Township 1 South, Range 67 West, of the 6th P.M., Adams County, Colorado, and where necessary, all section-footing distances are correctly converted from the original decreed corner-footing distances. 3. Part A: STORAGE and SURFACE WATER RIGHTS The following four water appropriations have operated without an adjudicated water right for the past 30 to 115 years. They are integral to the operation of the Henderson Augmentation Plan. 4. Names of Storage and Surface Water Right Structures: STORAGE STRUCTURES - [s1] Tucson Lake [s2] Tomahawk Lake SURFACE WATER STRUCTURES - [s5] O'Brian Seep [s6] Reithman Brothers' Ditch 5. A. Legal Description of Storage Reservoirs and Surface Water Right Diversion Points: [s1] Legal Description for Tucson Lake: Adams County, NW1/4 NW1/4 of Section 36, T1S, R67W, of the 6th P.M. Located approximately 150 feet from the North and 150 feet from the West section lines. [s2] Legal Description for Tomahawk Lake: Adams County, NE1/4 SW1/4 of Section 6, T2S, R66W, of the 6th P.M. Located approximately 2000 feet from the South and 2000 feet from the West section lines. [s5] Legal Description of O'Brian Seep structure: Adams County, SE1/4 SW1/4 of Section 6, T2S, R66W, of the 6th P.M. The seep structure is located between the O'Brian Canal and Little Burlington Lateral Ditch. Beginning approximately 1700 feet West and 50 feet South and running NbNE for a distance of approximately 2000 feet crossing under the Burlington Ditch and ending in Tomahawk Lake. [s6] Legal Description of Reithman Brothers' Ditch: Adams County, NW1/4 SE1/4 of Section 6, T2S, R65W, of the 6th P.M Located approximately 2600 feet from the South and 2000 feet from the East section lines Beginning at the "2nd CR" headgate of the Little Burlington Ditch Lateral running Westerly approximately 215 feet and ending at Second Creek in the SW1/4 NE1/4. B. Name, capacity, and legal description of ditches used to fill STORAGE STRUCTURES: Burlington Ditch (Absolute use) using the Little Burlington Ditch Lateral segment and the Fulton Ditch (Conditional use). The total capacity of the ditches is approximately 200 CFS. - Applicants and their Neighbors have no carriage agreement with the Burlington Ditch or the Fulton Ditch; they do not claim such by this filing and do not plan to request a future carrier right for water storage at this time. The only carrying right claimed is the use of said ditch(s) for delivery of the pro-rata entitlement as a present or future shareholder. - The Applicants do not presently have the right to divert from the Fulton Ditch, though they anticipate they will obtain such right by agreement with the Fulton Irrigating Ditch Company. Additionally, one of the Plan's "Neighbors" owns 10 shares of Fulton. Required Legal Description - Burlington Ditch Diversion Point: Adams County, SW 1/4 NE1/4, Section 14, T3S, R68W, of the 6th P.M. East bank headgate is 2,300 feet North and 2,200 feet East (not the original headgate). Complete decree details are provided in Paragraph 16[5]. Supporting Information for the O'Brian Canal: The O'Brian Canal is an expansion of the Burlington ditch using the same South Platte River diversion point as the Burlington Ditch. The O'Brian is used only during the irrigation off-season to deliver water to Barr Lake. A right to divert 600 CFS of direct flow from the South Platte River is decreed to the O'Brian Canal (Burlington Ditch) in case No. 54658 of the District Court in and for the City and County of Denver dated November 12, 1924 with a priority date of March 9, 1908. Required Legal Description - Fulton Ditch Diversion Point: Adams County, NE 1/4 SE 1/4 of Section 17, T2S, R67W, of the 6th P.M. East bank river headgate is 2,465 feet South and 145 feet East (not the original headgate). Complete decree details are provided in Paragraph 16[23]. 6. Sources:

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STORAGE WATER RIGHT SOURCES - (A) Tucson Lake's Historical Water Sources - during its 30 years of operation: (a) Precipitation and natural runoff from approximately 100 acres on the Applicants' property in the North half of Section 36, T1S, R67W, 6th P.M. (b) Flood irrigation runoff from approximately 20 acres on the Applicants' property in the NW 1/4 NE 1/4 of said Section 36, collected in a pipeline drainage system. (c) Second Creek diversion point into a pipeline drainage system located at the North edge of the Applicants' property in Section 36 (d) Groundwater well 293-R, referenced as water right [1] herein. (e) Groundwater well 290-R-R, referenced as water right [2] herein. (f) Burlington Ditch. The Applicants owning 7.5 combined shares of Burlington-Wellington ditch water delivering both pro-rata ditch shares and excess ditch freewater amounts sourced from the South Platte River using headgate #20 of the Little Burlington Ditch lateral and ~2 miles of 10 inch pipeline installed in the 1970s. Referenced as water right [5] herein. (B) Alternate Sources for Tucson Lake (g) Fulton Ditch identified in paragraph 5B, and referenced as water right [23] herein. (h) Groundwater well #R-14165, referenced as water right [3] herein. (i) Nontributary underground water rights available to the Applicants or Applicants' Neighbors. (j) Unnamed new augmentation and water storage companies created in the surrounding area. (k) New surface water rights that might be decreed, pending the outcome of this case. (C) Tomahawk Lake Sourced from the South Platte River - for 30 years: (l) Seepage water from the O'Brian Canal outside of the irrigation season, (m) "River freewater" provided by the Burlington Ditch Co. during the irrigation season and, (n) "In- Priority" Burlington Ditch Water delivered using the Little Burlington lateral headgate #21. SURFACE WATER RIGHT SOURCES - [s5] O'Brian Seep - waters are sourced from the South Platte River diverted during the winter as "in-priority" storage water for Barr Lake under the O'Brian Canal decree. [s6] Reithman Brothers' Ditch - uses the Little Burlington lateral upper headgate "2ndCR to receive water sourced from the South Platte River by the Burlington Ditch decree. However, the "1889 Reithman Brothers' Ditch appropriation", filed with the Okada Farm property deed in Arapahoe County, now Adams County, includes other surface water appropriations for the irrigation of 160 acres in the SW1/4, Section 25, T1S, R65W: (a) 6 CFS of diverted South Platte River water to be carried by the Burlington Ditch. (b) 12 CFS of Second Creek water diverted at the Reithman's lower headgate. (c) Flood waters of Second Creek up to the carrying capacity of the ditch (30 CFS). (d) All seepage waters flowing in Second Creek above the lower Reithman headgate. 7. A. Date of Appropriation, The appropriation date for Tucson Lake [s1] , Tomahawk Lake [s2] storage rights and O'Brian Seep surface rights [s5], clamed herein is January 1, 1973. Riethman Brothers' Ditch surface water rights [s6], were appropriated on March 4, 1889. B. How appropriations were initiated, By beginning construction on the structures herein and / or by applying waters to beneficial uses: recharge, storage, and irrigation. Additionally, by the filing of his application. C. Date water applied to beneficial use: Tucson Lake, Tomahawk Lake, and the O'Brian Seep: the beneficial use preceded the claimed appropriation date of January 1, 1973. Applicants believe the Riethman Brothers Ditch structure was applied to beneficial use during or prior to the appropriation year, 1889. 8. Amount claimed: A. STORAGE WATER RIGHTS In acre-feet: 25 - Absolute, 175 - Conditional, for Tucson Lake 20 - Absolute, 180 - Conditional, for Tomahawk Lake. SURFACE WATER RIGHTS In CFS: 1.0 - Absolute, 1.0 - Conditional, O'Brian Seep 4.0 - Absolute, 15 - Conditional, Reithman Brothers' Ditch B. If off-channel reservoir, rate of diversion in CFS for filling the reservoir (STORAGE WATER RIGHTS): approximately 2 CFS - Absolute, for Tucson Lake from the Burlington Ditch approximately 2 CFS - Conditional, for Tucson Lake from the Fulton Ditch approximately 2 CFS - Absolute, and approximately 2 CFS - Conditional, for Tomahawk Lake from the Burlington Ditch 9. Use or Proposed Use of Storage Water and Surface Water Rights: Note: for convenience and readability this paragraph 9, consolidates irrigation acreage details needed elsewhere in this application. Lengthy detailed legal descriptions of each parcel and subdivision are available but omitted. Applicants propose to include these in the attachments. A. If irrigation, complete the

December 2004 Resume Page 114 of 185 following: (1) Number of acres historically irrigated (from all sources in this combined application): 456 Acres (2) Total number of acres proposed to be irrigated (from all sources in this combined application): 456 total = 220 Applicants (including both Absolute and Conditional acreage) + 236 Neighbors (Conditional to the Henderson Augmentation Plan, herein) Legal description of acreage: owned by the Applicants ~ 220 acres: [a102] 56 acres of the 102 acre parcel #0157136000031, located in Adams County, NW1/4 NW1/4 of Section 36, T1S, R67W, of the 6th P.M. These 56 acres are presently pivot sprinkler irrigated from Burlington Ditch shares [5] and decreed wells [1] and [2]. 46 remaining acres of the parcel are currently dry but historically irrigated from decreed wells [8] and [9]. Tucson Lake [s1] is located within this parcel. [a3] 3 acres west of the Fulton ditch up to the Union Pacific RR ROW, identified as parcel #0157125000013, located in the extreme SW corner of section 25 and the extreme SE corner of section 26, T1S, R67W, of the 6th P.M. Now dry but historically irrigated from decreed well [1]. [a25] 25 acres located in Adams County, NE1/4 NW1/4 of Section 36, T1S, R67W, of the 6th P.M. Consisting of parcels #0157136000003 (27-acres) and #157136000028 (15-acres); portions are irrigated from the Burlington Ditch shares [5] using headgate #20 and decreed well [3]. [a10] 10 acres located in Adams County, NE1/4 SE1/4 of Section 36, T1S, R67W, of the 6th P.M. Approximately four 2.5-acre parcels (#0157136301001 thru 1004) in the Fast Subdivision are historically irrigated from decreed well [4] (augmented through CCWCD contract #644). [a80] 80 acres of a 102 acre parcel #0172306000013, located in Adams County, primarily in the SW1/4 of Section 6, T2S, R66W, of the 6th P.M. These are historically irrigated from Burlington Ditch shares [5]. Tomahawk Lake [s2] and the O'Brian Seep [s5] are located within this 102-acre parcel. Legal description of acreage: owned by the Applicants' Neighbors ~ 236 acres: 58-acres located in Adams County, S1/2 NW1/4 of Section 36, T1S, R67W, of the 6th P.M. (Combined with [a102] this acreage constitutes the whole 160-acre NW quarter of section 36.) [n43] 43 acres are known as "Tucson Estates Amended Subdivision" including 36 lots mostly in the SE1/4 NW1/4 of said section. The lot owners own and operate Tucson Water Company. [n16] 16 acres, the "Henderson Elementary School", owned by Brighton School District 27J, parcel #0157136000001, located in the SW 1/4 NW 1/4 of said section 36. A total of 57 acres are decreed for irrigation from wells [8] and [9], owned and operated by the Colorado nonprofit corporation Tucson Water Company (TWC) and augmented through CCWCD under contract # 99. [n40] 40 acres located in Adams County, NE1/4 SW1/4 of Section 36, T1S, R67W, of the 6th P.M. known as "Levi Subdivision" including 13 lots. These neighbors lost the ability to irrigate from a decreed well [10] augmented by GASP. Currently, the acreage is dry and pending case 03CW455, applies for a limited amount of nontributary underground water rights [25] and a plan for augmentation. [n50] Approximately 50 acres located in Adams County, NE1/4 SW1/4 of Sec 25, T1S, R67W, of the 6th P.M. known as the Okada Farm, parcel #015712000008. This farmland is presently dry but historically irrigated from 8 combined shares of Burlington Ditch [19] delivered from headgate "2nd CR" using the Reithman Brothers' Ditch [s6], as well as decreed wells [17] and [18]. Due to the E-470 development across Second Creek this neighbor has lost their historical ability to irrigate from the Burlington ditch using Second Creek for water delivery. [n6] Approximately 6 acres in the Union Pacific RR R.O.W. West of and adjacent to the Applicants parcel #0157125000013 located in the SE corner of Section 26, T1S, R67W, of the 6th P.M, Adams County. The Applicants have standing permission from the UPRR to farm the R.O.W. adjacent to [a3] as historically irrigated from decreed well [1]. [n70] 70 acres of the 80 acre parcel #0157136300001 located in Adams County, SE1/4 SW1/4 and SW1/4 SE 1/4 of Section 36, T1S, R67W, of the 6th P.M. owned by Brighton School District 27J, purchased in 2003. This land is historically irrigated from 16 combined shares of Burlington-Wellington Ditch water [19] and a single decreed well [16] previously augmented by GASP. [n10] Approximately 10 acres located in Adams County, NE1/4 SE1/4 of Sec 7, T1S, R66W, of the 6th P.M. known Brighton High School and Vikan Middle School. 10 acres are decreed for irrigation from an

December 2004 Resume Page 115 of 185 alluvial well [15] previously augmented by GASP. Although, the school properties actually consist of three parcels #0156907126002 (H.S.), #0156907400003, and #0156908300002 (Vikan M.S.) occupying grater than 40 acres. Playgrounds facilities are currently irrigated from potable city water. Note: changes to decreed acreage descriptions are sought in Part B, herein. B. If non- irrigation, describe purpose fully: Applicants claim that the following non-irrigation purposes are consistent with the creation of new water storage rights and surface water rights located within the beltway of a major metropolitan area where most agricultural land will either be developed or put into conservancy. Stored water and new surface water granted pursuant to the storage and surface water rights claimed herein may be used, reused, and successively used and/or leased, sold, or otherwise disposed of for all purposes including municipal, domestic, industrial, agricultural, commercial, stock watering, recreational, fish and wildlife, fire protection, sanitary purposes, recharge, storage, and any other beneficial use on or off the Applicants' property without the necessity of filing an amendment to this application, republishing it, or petitioning the Court for the reopening of any decree hereafter entered. Applicants claim the right to use it for direct replacement of depletions, and for other augmentation purposes, including taking credit for all return flows resulting from the use of such water for augmentation; all uses being offset against any depletions required to be replaced and Not causing any harm to the water rights of others. 10. Surface area of high water line (STORAGE WATER RIGHTS only) 2 acres - Absolute, 10 acres - Conditional, for Tucson Lake 8 acres - Absolute, 12 acres - Conditional, for Tomahawk Lake. A. Maximum height of dam in feet: B. Length of dam in feet: N/A not a dam when below ground level per CRS 37-87-114.5(e) 11. Total capacity of storage in acre feet (STORAGE WATER RIGHTS only) Active capacity: 25 - Absolute, 175 - Conditional, for Tucson Lake Active capacity: 20 - Absolute, 180 - Conditional, for Tomahawk Lake Dead storage: N/A for Tucson and Tomahawk Lake, below ground level. 12. Name(s) and address(es) of owner(s) of the land upon which any structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. Absolute use landowners - Applicants: Names and addresses of the Applicants are provided in paragraph 1. Conditional use landowners - Applicants' Neighbors: Names, addresses, and details of the Neighbors lands as referenced from the Introduction and other parts of this combined application: - Tucson Water Company, Inc., a Colorado nonprofit company, c/o David Grandlienard, Secretary and State Certified Operator 12563 Salem Street, Henderson, Colorado 80640, 303-654-9879. - Wholly owned and operated by the 36 lot owners of the Tucson Estates Subdivision. - Located on 43 decreed irrigated acres in Section 36 [n43]. - Contiguous to and South of the Applicants 102-acre parcel. - Levi Homeowners Association, c/o Larry Ford, President, 12388 Levi Circle, Henderson, Colorado 80640, 303-654-1433, - The HOA represents the 13 lot owners of the Levi Subdivision. - Located on 40 decreed irrigated acres in Section 36 [n40]. - Contiguous to and South of the Tucson Estates Amended Subdivision. - Okada Farms, owned by Paul and Kim Okada, 12670 East 132nd Avenue, Brighton, Colorado 80601, 303-659-1978. - Located on 53 decreed irrigated acres in Section 25 [n50], North of Section 36. - The property is separated from the Applicants by an 80-acre dry parcel, condemned for the E-470 Beltway's R.O.W. - Therefore, being essentially contiguous to the Applicants property. - Brighton School District 27J, c/o Robert Stoeber, Director Of Operations, 630 South 8th Avenue, Brighton, Colorado 80601, 303- 665-2995. - Henderson Elementary School is located on 16 acres [n16] contiguous to the Applicants' land and Tucson Estates Subdivision Neighbors in Section 36. Approximately 14 of these acres are decreed irrigated acres. - Future High School and Middle School are located on 80 acres contiguous to the Levi Subdivision Neighbors in the South half of Section 36 [n70]. Approximately 70 of these acres are decreed irrigated acres. - Brighton High School and Vikan Middle School are located on approximately 40 acres in Section 7, R66W, T1S (4 miles North and 1 mile East of Section 36). Approximately 10 of these acres are decreed irrigated acres [n10]. 13. Remarks or any other pertinent information: (A.) Tucson Lake's Historical Operation -

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Beneficial Use. Constructed during the 1970's as a pivot pond the lake was lined from the beginning because the Applicants understood the importance of conservation and efficiently using the waters of the state. In operation for more than 30 years, it holds water for weeks and months rather than days. - During this 30-year period, the Applicants developed a variety of infrastructure to fill Tucson Lake (summarized in Paragraph 6) and they plan to continue this development as part of the Plan for Augmentation. - Typically, the lake contains approximately 10-15 acre-feet of water having a surface area of about 1 acre. - The high water surface area is about 2 acres with a total capacity of 20-25 acre-feet. - The storage lake is normally bypassed and ditch water from the Little Burlington lateral headgate #20 is used to directly drive a pivot sprinkler irrigation system using ~2 miles of 10-inch pipeline with an intermediate cistern and a booster pump installed in the 1970's. - Excess ditch water is used to fill Tucson Lake from the same pipeline system. - When ditch water is not available, the stored water is applied to beneficial use. - If the storage water is exhausted and ditch water is still not available, then two shallow wells, [1] and [2] herein, are pumped to refill the storage lake. - The pivot system is designed to deposit approximately 1 inch of water over 56 acres of alfalfa [a102] using slightly less than 5 acre feet of water for each pass of the pivot. - Historically, there are 3 passes of the pivot system (15 acre feet) per alfalfa cutting and 4 cuttings (56 acre feet) per irrigation season. - The exact number of pivot sprinkler passes in any season is easily adjusted and varies each year with weather and the availability of water. (B.) Tomahawk Lake's Historical Operation - Beneficial Use. Constructed during the 1970's to collect seep water from the O'Brian Canal in the winter and excess Burlington Ditch freewater during the summer irrigation season. The lake primarily functions as a recharge facility but has also been used for storage, stock watering and irrigation. - Consistently, during spring and fall months the lake collects ephemeral and intermittent flows of South Platte River water delivered by the Burlington Ditch Co. to the Little Burlington Lateral headgate #21; also, sporadic flows caused by thunderstorm runoff are delivered during the peak summer months. - In the winter off-season, the lake collects significant (300-600 acre-feet) seepage water from the O'Brian Canal via the O'Brian Seep structure [s5]. - Tomahawk Lake appears: on the local 7.5-minute Topographic maps as an unnamed lake and in the Adams County Assessors aerial photos as far back as the 1960's These aerials also show evidence of water seeping from the O'Brian Canal into Tomahawk Lake. - Because the lake is unlined, the South Platte River alluvium is recharged by percolation from the lake bottom. This operation is beneficially used to support pumping of the Applicants' shallow downstream irrigation wells, [1], [2], and [3] herein, and for the filling of Tucson Lake. - Prior to this application, no water right has been adjudicated for this recharge operation. Emerging water law now defines this operation as a Conjunctive Use Project. (C.) New Surface Water Rights - These appropriations are supported by historic beneficial uses during the past 30-115 years. Applicants recognize that the validity of these claims is to be viewed skeptically and provide the following clarifying remarks: [s5] O'Brian Seep - This source water is already appropriated to the Burlington Ditch Company for a water storage right in Barr Lake (a.k.a. Oasis Reservoir). Applicants have constructed a 2000+ foot ditch structure for the capture and control of a fraction of the seepage water lost by the O'Brian Canal between the South Platte River and Barr Lake. This "O'Brian Seep" structure limits the seep damage to their property historically used for pasture grass and cattle grazing. The seep flows into Tomahawk Lake. Applicants have beneficially used this water for stock watering, gun irrigation, and recharging the river alluvium to support downstream well pumping for the past 30 years. - Very conservative measurements near the end of the seep structure in December 2004 quantify the structure's flow between 1 and 2 CFS; therefore the adjudication is for 1.0 CFS - Absolute with an additional 1.0 CFS - Conditional surface water right. - This flow is continuous from approximately November through March each year producing approximately 300 acre-feet at 1.0 CFS - Absolute, annually into Tomahawk Lake. - Applicants recognize that this claim, under CCR 37-82-10, is secondary to the original O'Brian Canal decree and the Burlington Ditch

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Company may eliminate these seep losses by a future ditch lining operation. - Applicants recognize that although the appropriation is 30+ years old, any priority date assigned by the court will likely Not be retroactive. Nevertheless, the water right appears to have significant value within the context of the Augmentation Plan herein. [s6] Reithman Brothers' Ditch - delivering waters from the Burlington Ditch to Second Creek. A property deed, recorded in 1889, for the "Reithman Brothers' Ditch" includes new appropriations for the irrigation of 160 acres in the SW1/4, Section 25, T1S, R65W: (a) 6 CFS of diverted South Platte River water to be carried by the Burlington Ditch. This is probably the most significant claim associated with this Ditch. The historic appropriation is supported by the delivery of unappropriated "river freewater" by the Burlington Ditch Co. from the South Platte River for irrigation in said Section 25 during most of the past 115 years. In recent years, the delivery of river freewater has been reduced to near zero leaving only pro-rata ditch shares and in-priority ditch freewater carried by this structure. (b) 12 CFS of Second Creek water diverted at the ditch's lower headgate. This is probably irrelevant today. Second Creek is dry and over appropriated by the more senior 1886 Burlington Ditch claim of 250 CFS. (c) Flood waters of Second Creek up to the carrying capacity of the ditch (30 CFS). Probably also irrelevant today because the O'Brian Ditch intercepts 100% of the Second Creek watershed and it rarely overflows. (d) All seepage waters flowing in Second Creek above the lower headgate. The only seepage water of value is likely the O'Brian Seep claimed in [s5]. Applicants, at the request of the Okada Neighbors, owning the remaining farm land in the original 160-acre quarter section, seek a Conditional water right decree establishing the validity of these 1889 "Reithman Brothers' Ditch" appropriations, recognizing that the priority date will likely Not be retroactive and therefore junior and of dubious value. Nevertheless, a decreed water right is useful to maintain a structure that still has beneficial use as a recharge and delivery structure. (D.) Applicants Plea of Reasonableness - Given the plethora of new water storage projects in the Applicants' area and the fact that the Tucson Lake, O'Brian Seep, and Tomahawk Lake water projects have been developed with foresight over a period of 30 years... Applicants' claim these appropriations are neither frivolous nor speculative; they are in fact reasonable. Applicants claim to have the resources, experience, intent, and cooperation of their Neighbors in efforts to apply and expand the beneficial uses of Tucson Lake, the O'Brian Seep, Tomahawk Lake, and the Reithman Brothers Ditch (for recharge) within the Plan for Augmentation herein. Applicants acknowledge that all storage and surface water right claims herein are subject to the final decree to be entered in this case, and that the court may decree amounts, conditions, and requirements different than those proposed by the Applicants herein. Such changes and adjustments may be made without the necessity of filing an amendment to this application, republishing it, or otherwise petitioning the Court. 14. Part B: CHANGE OF WATER RIGHT During the past 50 years, land in the Applicants area has been bought, sold, divided, subdivided, condemned, rezoned and developed in a natural economic progression away from its original agricultural uses. Decreed water rights and well registration information associated with these changes are often not kept up to date. Also, past decrees were often narrowly worded, lacking the specific language necessary for development to continue away from agriculture without routinely returning to court. Many new water court applications are addressing these issues by petitioning for changes in water rights using broadly worded language in their applications. As part of their overall Plan, the Applicants seek to follow this trend before the court and herein petition for a change of water rights for multiple structures and purposes (both known and unknown, on their property and off) in order to maximize their beneficial use without the necessity of constantly returning to court as growth and development inevitability continue forward. In general, these changes are to update and correct: descriptions of irrigated acreage, uses and reuse of water, and/or minor changes in points of diversion; all such changes not affecting more senior water rights users during out of priority diversion periods or establishing any claim to an increased water right amount greater than originally decreed or historically used. 15. Decreed name of wells, water rights, and

December 2004 Resume Page 118 of 185 structures for which changes are sought: Water rights owned by the applicants: [1] Well No. 1- 0293. [2] Smith Well #1 - #0290. [3] Vaughn Well No. R-14165. [4] Fast Well No. 1-13752. [5] Burlington-Wellington combined ditch shares (71/2 shares). Water rights owned by the Applicants' Neighbors: [8] Bankers Land Co. Well No. 1-420. (TWC) [9] Bankers Land Co. Well No. 2-421. (TWC) [10] Gibson Well No, 2-0696. (Levi Homeowners) [12] Septic / Leach field water, ~ 2 acre-feet. (Brighton School District) [13] Septic / Leach field water ~ 8 acre-feet. (TWC) [14] Nontributary Groundwater Well # 04554-F. (TWC) [15] Well No. P-04395-F. (Brighton Schools) [16] Ferguson Well No. 19806S. (Brighton School District) [17] Okada Well No. 1035. (Okada Farms) [18] Okada Well No. 1036. (Okada Farms) [19] Burlington-Wellington combined ditch shares owned by the Applicant's Neighbors: - Brighton School District 27J (19 shares), - Paul and Kim Okada (8 shares), and - others shares unnamed that may be acquired in the future. [23] Fulton Ditch shares - Bonnie Durland of TWC, Tucson Estates (10 shares). - others shares unnamed, identified or acquired in the future. [24] Other unnamed and/or unknown decreed water rights discovered or acquired in the future. Other undecreed water rights: [25] Nontributary groundwater wells or designated Denver Basin groundwater rights - Levi Homeowners Association well # 60946-F, into the Laramie-Fox Hills aquifer - Fast Subdivision well # 222038, into the Arapahoe aquifer - Fast Subdivision well # 56523-F, into the Laramie- Fox Hills aquifer - Henderson Elementary School well # P-32255, from the Arapahoe aquifer - others unnamed, identified or acquired in the future. [s6] The Reithman Brothers' Ditch - to be used as a Recharge Structure 16. Detailed Decree Information: A. Decree Case/Date /Court. B. Decreed points of diversion (include map). C. Source. D. Appropriation date and amount. E. Historical use (Include a description of all water rights to be changed, a map showing the approximate location of historic use of the rights and records or summaries of records of actual diversions of each right the applicant intends to rely on to the extent such records exist.): Note: a summary description of water rights to be changed, maps, and all available records supporting the Change Of Water Right, herein, is provided at the end of this paragraph, 16. Water rights owned by the applicants: [1] Well No. 1-0293. Registered as 293-R. A. case W-2863; July 12, 1973; District Court, Water Division I, State of Colorado B. SW 1/4 SW 1/4 Section 25, 50 feet South and 70 feet West C. South Platte River D. Appropriated April 15, 1954 at 1.33 CFS. E. Irrigation of ~ 20 acres in the SE 1/4 SW 1/4 Section 25, T1S, R67W, Adams County [2] Smith Well #1 - #0290. Registered as 290-R-R A. case W-3458; September 3, 1973; District Court, Water Division I, State of Colorado B. SE 1/4 SW 1/4 Section 25, 20 feet South and 2540 feet West C. South Platte River D. Appropriated August 15, 1954 at 1.47 CFS E. Irrigation of 40 acres in the SE 1/4 SW 1/4 Section 25, T1S, R67W, Adams County [3] Vaughn Well No. R-14165. Registered as R-14165. A. case W-1841; December 30, 1976; District Court, Water Division I, State of Colorado B. NE 1/4 NE 1/4 Section 36, 763 feet North and 2609 feet East C. South Platte River D. Appropriated September 20, 1923, at .8 CFS. E. Irrigation of 40 acres in the NE 1/4 NW 1/4 Section 36, T1S, R67W, Adams County [4] Fast Well No. 1-13752. Registered as 13752-R. . A. case W-5198; September 3, 1975; District Court, Water Division I, State of Colorado B. NW 1/4 NW 1/4 Section 36, 1800 feet South and 500 feet West C. South Platte River D. Appropriated March 15, 1923, at .77 CFS E. Irrigation of 10 acres in the NW 1/4 NW 1/4 SW 1/4 Section 36, T1S, R67W, Adams County [5] Burlington-Wellington combined ditch shares (71/2 shares) owned by the Applicants. Burlington Ditch, a.k.a. Burlington-Wellington Ditch, Little Burlington Ditch, Dugan Ditch. (The Burlington Ditch is owned by: Burlington Ditch Land & Reservoir Company, 80 South 27th Avenue, Brighton, CO 80601; Farmers Reservoir & Irrigation Company, 80 South 27th Avenue, Brighton, CO 80601; Henrylynn Irrigation District, P.O. Box 85, Hudson, CO 86042) A. Burlington Ditch - case CA11200; July 8, 1893; District Court, Arapahoe County. (Originally: Water Division 2 - now 1; Arapahoe County - subsequently separated as Adams County.) (Other decreed cases for Dugan Ditch & 1st 2nd, 3rd Creek are not shown here.) B. SW 1/4 NE1/4, Section 14, T3S, R68W, 6th P.M., in Adams County, East bank

December 2004 Resume Page 119 of 185 river headgate is 2,300 feet North and 2,200 feet East (not the original headgate). C. South Platte River and tributaries thereto, expressly including First, Second, and Third Creek. D. Burlington Ditch - Appropriated November 20, 1885, at 350 CFS (Priority No. 57 - direct flow and storage of 11,081 acre-feet in the Oasis Reservoir, a.k.a. Barr Lake) E. Historical uses: Irrigation (Burlington shares are also adjudicated for Storage, Municipal and other beneficial uses.) Water rights owned by the Applicants' Neighbors: [8] Bankers Land Co. Well No. 1-420. Registered as 420-R, and [9] Bankers Land Co. Well No. 2-421. Registered as 421-R-R, both as named in case W-5205 Both wells are owned by Tucson Water Company A. Case W-5205; June 17, 1975; District Court, Water Division I, State of Colorado B. Well No. 1-420: SW 1/4 NW 1/4 Section 36, 2050 feet North and 850 feet West Well No. 2-421: SE 1/4 NW 1/4 Section 36, 2000 feet North and 1425 feet West C. South Platte River D. Well No. 1-420: Appropriated August 1, 1946, at .888 CFS Well No. 2-421: Appropriated August 1, 1951, at .333 CFS E. Irrigation of 137 acres in the NW 1/4 Section 36, T1S, R67W, Adams County [10] Gibson Well No. 2-0696 (a.k.a. Levi Subdivision Irrigation Well). Well Permit No. 0696-R. Owned by the Levi Homeowners Association A. case W-2062; April 5, 1977; District Court, Water Division I, State of Colorado B. NE 1/4 SW 1/4 Section 36, 1596 feet South and 2286 feet West C. South Platte River D. Appropriated April 30, 1934, at .533 CFS E. Irrigation of 40 acres in the NE 1/4 SW 1/4 Section 36, T1S, R67W, Adams County [12] Septic / Leach field ~ 2 acre-feet. Owned by Brighton School District 27J. A. This is a new Conditional water right within this combined application. B. SW 1/4 NW 1/4 Section 36 C. South Adams Water and Sanitation District 100% consumable municipal water. D. Appropriation date: January 1, 1980, in the average annual amount of 2 acre- feet. E. No decreed historical use. This is a new claim to recognize by decree the existing water right return flows to the South Platte River alluvium for use in the Plan, herein. [13] Septic / Leach field water ~ 8 acre-feet. Owned by Tucson Water Company. A. This is a new Conditional water right within this combined application. B. SE 1/4 NW 1/4 Section 36 C. Nontributary, nonexempt community wells from the Denver Basin being 98% consumable. D. Appropriation date: January 1, 1990, in the annual amount of 8 acre-feet E. No decreed historical use. This is a new claim to recognize by decree the existing water right return flows to the South Platte River alluvium for use in the Plan, herein. [14] Nontributary Laramie-Fox Hills groundwater well # 04554-F. Owned by Tucson Water Co. A. This is a new Conditional water right within this combined application. B. NE 1/4 SE 1/4 Section 36, 2100 feet North and 1850 feet West C. Denver Basin: Laramie-Fox Hills Aquifer D. Appropriated by permit on January 8, 1992, at 10.6 acre-feet E. No decreed historical use. This is a new claim to recognize an existing nontributary water right by decree for use in the Plan, herein. [15] Well P-04395-F as named in case W-2120 (a.k.a. 04395-F-R). Owned by Brighton School District 27-J. A. Case W-2120; April 19, 1977; District Court, Water Division I, State of Colorado B. NE 1/4 SE 1/4 Section 7, T1S, R66W, 1360 feet South and 992 feet East C. South Platte River D. Appropriated July 6, 1963, at .833 CFS E. Irrigation of 10 acres of lawn and football field in the NE 1/4 SE 1/4 Section 7, T1S, R67W, of the 6th P.M., Adams County [16] Ferguson Well No. 19806S as named in case W- 5765 (a.k.a. 1980-S). Owned by Brighton School District 27-J. A. Case W-5765; October 2, 1980; District Court, Water Division I, State of Colorado B. SE 1/4 SW 1/4 Section 36, 550 feet South and 2600 feet West C. South Platte River D. Appropriated August 28, 1952, at 1.11 CFS E. Irrigation of 103 acres in the S1/2 SW1/4 and W1/2 S1/2 SE 1/4 Section 6, Adams County. The original 120 acre parcel of land has since been subdivided; the owners purchased 80 acres for a new High School and Middle School in 2003. [17] Okada Well No. 1035, registered as 1035-R, and [18] Okada Well No. 1035 registered as 1035-R, both as named in case W-1854, Both wells are owned by Okada farms, Paul and Kim Okada. A. Case W-1854; October15, 1973; District Court, Water Division I, State of Colorado B. Well 1035-R is located NW 1/4 SW 1/4 Section 25, 1250 feet South and 1220 feet West Well 1036-R is located NW 1/4 SW 1/4 Section 25, 1350 feet South and 600 feet West C. South Platte River D. Well 1035-R is Appropriated March 1,

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1950, at 1.33 CFS (600 gpm) Well 1036-R is Appropriated July 1, 1955, at 1.77 CFS (800 gpm) E. Irrigation of 53 acres in the NE 1/4 SW1/4 and NW 1/4 SW 1/4 Section 25, Adams County [19] Burlington-Wellington ditch shares owned by the Applicant's Neighbors. Please refer to identical details previously provided in Paragraph 16 [5]. E. Historical uses: Irrigation (Burlington shares are also adjudicated for Storage, Municipal and other beneficial uses.) Unique historical use information: - Brighton School District 27J (19 shares): 16 shares used for the flood irrigation of 80 acres [n70] in Section 36 (subdivided from 120 acres in 2003 with 25 shares). 3 shares acquired in 2004 from a developer, of unknown origin (near Chambers and 104th). - Paul and Kim Okada (8 shares): used for the flood irrigation of ~50 acres in section 25 [n50]. - others shares unnamed that may be identified or acquired in the future. [23] Fulton Ditch Shares (The Fulton Ditch is owned by the Fulton Irrigating Ditch Company, 25 South 4th Avenue, Brighton, Colorado, 80601, 303-659-3171) A. Case M-6009, April 28, 1883, Arapahoe County District Court, Colorado. (originally: Water Division 2 - now 1; Arapahoe County - subsequently separated as Adams County) B. NE 1/4 SE 1/4, Section 17, T2S, R67W, 6th P.M., Adams County. East bank river headgate 2,465 feet South and 145 feet East (not the original headgate). C. South Platte River D. Appropriated May 1, 1865 at 79.7 CFS July 8, 1876 at 74.25 CFS; November 5,1879 at 50.23 CFS E. Historical use: Irrigation (Fulton shares are also, adjudicated for Storage and other uses.) Unique historical use information: - Bonnie Durland of TWC, Tucson Estates (10 shares): used for the flood irrigation of the Mariah Allan Farm, near Nome St. and Hwy-85 in Section 26. - others shares unnamed, identified or acquired in the future. Applicants do not presently have the right to divert from the Fulton Ditch, though they anticipate they will obtain such right by agreement with the Fulton Irrigating Ditch Company Other decreed water rights: [24] Other unnamed and/or unknown decreed water rights discovered or acquired in the future, beneficial to the Plan's operation, that might be included by the court in the final decree. Other undecreed water rights either presently belonging to the Applicants or their Neighbors or acquired by them in the future, beneficial to the Plan's operation, that might be included by the court in the final decree. [25] Nontributary groundwater wells or designated groundwater rights on the Applicants' land or land of their Neighbors being 98% consumable from the Denver Basin's aquifers, e.g.: - Levi Homeowners Association well # 60946-F, into the Laramie-Fox Hills aquifer - Fast Subdivision well # 222038, into the Arapahoe aquifer - Fast Subdivision well # 56523-F, into the Laramie-Fox Hills aquifer - Henderson Elementary School well # P-32255, from the Arapahoe aquifer - others unnamed, identified or acquired in the future - also see Part C: Underground Water Rights, Paragraph 19, herein. A. Decree, date, court: N/A B. Legal description: refer to the individual well permit information C. Source: refer to the individual well permit information D. Appropriation date, amount: N/A E. Historical use: N/A, 98% consumptive [s6] The Reithman Brothers' Ditch Owned by Okada Farms, Paul and Kim Okada. This ditch runs 215 feet from the "2nd Creek" headgate of the Burlington Ditch into Second Creek, in Section 6, T2S, R65W. A. Decree, date, court: UNDECREED The 1889 appropriation water was Not decreed but was recorded in Arapahoe County B. Legal description: The upper headgate (named "2nd CR") is located on the West bank of the Burlington Ditch (now know as the Little Burlington Lateral) at a point 471 feet East of the center of Section 6, T2S, R66W. The ditch runs west, 215 feet, emptying into Second Creek at a point 256 feet East of the Center of said Section 6. Waters then flowed in Second Creek to a Lower Headgate, 750 feet North of Section 36, near the Okada Farm. C. Source: 1) South Platte River water to be carried by the Burlington Ditch 2) Flood waters of Second Creek up to the carrying capacity of the Ditch 3) Seepage waters flowing in Second Creek above the Lower Headgate. D. Appropriation date, amount: The water rights were appropriated on March 4, 1889, recorded and notarized before Irving R Darrow on March 23, 1889, in Arapahoe County (now Adams County), Book 303, page 570, (11:23 AM, 290477 #23, Certified Dec 13, 1932, Recorded Feb 3, 1945, by the Adams County Abstract Co. Brighton Colorado, Licensed and bonded abstractors). A map attached with the filing was certified by M C

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Hinderlider, State Engineer, C C Hezmalhalch, Deputy. #14 Water District #2. - 6 CFS from the South Platte River, to be carried by the Burlington Ditch. - 12 CFS from Second Creek. - Flood waters from Second Creek, up to the carrying capacity of the Ditch (30 CFS). - All seepage waters flowing in second creek above the lower headgate. E. Irrigation of 160 acres in the SW 1/4 of Section 25, T1S, R67W, 6th P.M. Requested Change of Water Right to include use as an artificial recharge facility. Summary description of water rights to be changed, maps, and records, etc... for All water rights listed within this paragraph: - Change of Use to include all beneficial uses but particularly: augmentation, storage, recharge and reuse (offset against any depletion required to be replaced; please see paragraph 17 for change of water right details). - Change in Description of Irrigated acres to update, correct and reallocate decreed acreage. - Maps are included in the attachments. - Available records supporting the Change of Water Rights, herein, include: electric utility usage, aerial photographs, water metered well outputs, GASP transfer of ownership records, CCWCD augmentation records, property transfer records, original well decrees, FRICO diversion records, historical use records, individual affidavits and personal statements, pending and past court records and supporting engineering, DWR well permits, beneficial use statements, well abandonment reports, Water Commissioner's field inspection reports, general DWR "well log", "client application", and other database information, SACWAD usage / billing records, Tucson Water Co.'s board of directors and certified water plant operator's statements and records, records and statements from the Brighton School District's Director of Operations, the Adams County Clerk-Recorder and Assessors records, all other supporting records and engineering work as may be required. 17. Proposed change: (a) describe change requested: alternate point of diversion/replacement/change of use; (if well, please list pertinent information from well permit) (b) location; (c) use; (d) amount; (e) give proposed plan for operation (if (b) thru (e) applicable, please give full descriptions.) 17.(I) Proposed Changes of Use for All Wells, Water Rights and Structures identified herein: All wells, water rights, and water structures identified pursuant to the storage water right, change of water right, underground water right, and plan for augmentation claimed herein may be used, reused*, and successively used and/or leased, sold, or otherwise disposed of for all purposes including municipal, domestic, industrial, agricultural, commercial, irrigation, stock watering, recreational, fish and wildlife, fire protection, sanitary purposes, and all other beneficial uses on or off the Applicants' property without the necessity of filing an amendment to this application, republishing it, or petitioning the Court for the reopening of any decree hereafter entered. Applicants' claim the right to immediately use such water or to store it for subsequent use, to use it for exchange purposes within the Applicants' Plan or without, for direct replacement of depletions, or for augmentation purposes, including taking credit for all return flows resulting from the use of such water for augmentation. All such uses, for the benefit of the Applicants, their Neighbors, their assignees and successors, being offset against any depletion required to be replaced, causing no harm to any senior appropriator, and making no claim to any increased water right or irrigated acreage beyond that which is presently available or as identified, herein. Applicants claim that these uses are not speculative and that they are in fact consistent with most other applications pending before the court, especially when located within the beltway of a major metropolitan area where most agricultural land will either be developed or put into conversancy. *Please see sub paragraph 17(VII) regarding changes to include "reuse". 17.(II) Proposed "plan of operation" for All Wells, Water Rights and Structures identified herein: The proposed "plan of operation" for the wells, water rights, and other structures herein is to allow the Applicants and their Neighbors the flexibility to use any of their available water rights, for any beneficial use, anywhere on or off of property belonging to the Applicants or their Neighbors, within the context of the proposed Plan and under the terms and restrictions ordered by the court in final decree of this case. Full accounting is provided under the principles identified in the Plan for Augmentation paragraphs herein, and as may be required by the court or state engineer, hereafter. There will be no change

December 2004 Resume Page 122 of 185 in the regimen of the South Platte River and no vested water rights of any appropriator will be adversely affected. Applicants will require contractual commitments of participation from the Neighbors that might be Conditionally included in the final decree of this case before water is applied to beneficial use within the Plan. Thus, No wells, water rights or structures will be used without appropriate arrangements to do so being made with the full consent of their owner(s). Thereafter, owners may withdraw their consent to participate in the Plan at any time subject to the terms of their contracts. Thereby, the owners retain full control of their individual property rights and are free to participate in, or to withdraw themselves from, the Henderson Augmentation Plan without changing or enhancing their original water rights or forfeiting their options to participate in the Henderson Augmentation Plan in the future. The Applicants argue that this is a reasonable "plan of operation" and it is not speculative. 17.(III) Proposed change in description of irrigated acres: The Applicants' proposed changes in description of irrigated acres do Not imply any change in the original decreed - Absolute CFS amounts to any well. Neither do any of the proposed changes of acreage seek to increase the amount of irrigated acres beyond the original decreed historical acres. Note: Detailed and lengthy background information supporting these changes of irrigated acreage are provided in this application's attachments. [1] Well No. 1-0293. Registered as 293-R. Decree W-2863, in July of 1973. The decree identifies two irrigated acreages associated with two wells: 1) Approximately 20 acres in the SW 1/4 SW 1/4 of Section 25, appropriated in 1954, irrigated by well No. 1-0293 (referenced herein as [1]). 2) Approximately 60 acres in the SE 1/4 of Section 26, appropriated in 1932, irrigated by well No. 2-0292. This well is now abandoned. All of the original acreage, except for the 9 conditional acres [a3] and [n6] herein, are forever dry due to permanent land use change from agriculture for the metro E-470 beltway and the Hwy-85 / Nome St. interchange. Applicants petition for a change in the description of irrigated acres for Well No. 1-0293 to include: [a120] 56 acres - Absolute. Located in the NW 1/4 of section 36. [a3] 3 acres - Conditional. Located between the Fulton Ditch and the Union Pacific RR in the SW1/4 SW1/4 of Section 25 and SE1/4 SE1/4 of Section 26. [n6] 6 acres - Conditional. Consisting of the Union Pacific RR ROW in the SE1/4 SE1/4 of Section 26, adjoining [a3]. [a120] 15 unspecified acres - Conditional. Located in Section NW1/4 of 36. In Total, these changes equal the original 80 decreed acres. [2] Smith Well #1 - #0290. Registered as 290-R-R. Decree W-3458, in September of 1973. The decree identifies two irrigated acreages associated with two wells: 1) 40 acres in the SE 1/4 SW 1/4 of Section 25, appropriated in 1954, irrigated by well No. #1 - #0290 (referenced herein as [2]). 2) 40 acres in the SW 1/4 SW 1/4 of Section 25, appropriated in 1956, irrigated by well No. #2 - #0291. 10 acres retain a potential for irrigation within the original 80 decreed acres and 70 acres will forever remain dry and removed from agricultural production by the permanent land use transformation into E-470 beltway and Adams County Open Space. Applicants petition for a change in the description of irrigated acres for Smith Well No. 1-0290 to reallocate the original 70 dry acres into Section 36 as follows: [a120] 56acres - Absolute. Located in the NW1/4 of Section 36. 13 unspecified acres - Conditional. Located in the NW1/4 of Section 36. [8] Bankers Land Co. Well No. 1-420, registered as 420-R, and [9] Bankers Land Co. Well No. 2-421, registered 421-R-R. Both wells are owned and operated by the Applicants' Neighbor, Tucson Water Company. First Decreed W-5205 in June 1975, with subsequent Decrees 83CW125 in May 1983, 87CW097 in May 1987, 95CW149 in May 1998, and pending diligence case 04CW143. All of these decrees include: 137 irrigated acres in the NW1/4 of Section 36, [a102], [n43] and [n16]. In combination, the 36 lot owners of Tucson Estates Amended Subdivision and the Brighton School District 27J, Henderson Elementary School, landowners now occupy: 57 acres - of Absolute decreed irrigation land in the NW1/4 of Section 36, [n43] and [n16]. Tucson Water Co. retains: 80 acres - of Conditional historical irrigation rights in the NW 1/4 of Section 36, [a102]. Applicants, on behalf of TWC, petition for a change in the Conditional 80 irrigated acres for Bankers Land Well No. 1- 420 and Well 2-421 to allow these acres to be irrigated from other sources, under contract with

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TWC, within the context of the "Plan of Operation" proposed in Paragraph 17 (II), herein. [15] Well P-04395-F, registered as 04395-F-R, [15] herein, [16] Ferguson Well No. 19806S, registered as 1980-S, [16] herein. Both wells are owned by Brighton School District 27J. - Well P-04395-F, decreed in cases W-2120, April 19, 1977, for irrigation of 10 acres of lawn and football field in central Brighton, appropriated July 6, 1963, at .833 CFS. - Well No. 19806S, decreed in case W-5765, October 2, 1980, for irrigation of *103 acres in the South 1/2 of Section 36, appropriated August 28, 1952, at 1.11 CFS. (Approximately *70 acres remaining after the original 120-acre parcel was subdivided) Brighton School District will Not irrigate the whole 70 available acres in Section 36 when a new High School and future Middle School are completed. Subtracting the building, parking lot, and other easement alone leaves a significant decreed irrigated acreage dry. On the other hand, the 10 acres of irrigated lawn and football field in central Brighton are significantly less than the irrigated acreage already established at the High School and Vikan Middle School properties, [n10] herein, located in central Brighton. Applicants, on behalf of Brighton School District, hereby petition the court to allow some of the 70 irrigated acres in Section 36, associated with the new High School and Middle School properties to be reapportioned to the Old H.S. and Vikan M.S. in central Brighton. All such reapportionment of irrigated acres occurring Conditionally, under contract with the Brighton School District, within the context of the "Plan of Operation" proposed in Paragraph 17 (II), herein, and causing no harm to the water rights of any other. 17.(IV) Proposed Change in Point of Diversion for Smith Well #1 - #0290. Registered as 290-R-R. Decree W-3458, [2] herein. In the process of preparing this application, Applicants learned that the location of one of the decreed wells, referenced herein as [2], did not precisely correspond to its actual location. Applicants seeking to correct the decreed location for this structure to its actual location as detailed below. This corrected location was determined by physical inspection at the site, using the nearest PLSS Section Corner Pin, and by using averaged GPS location data and converting back to the Public Land Survey System (PLSS) using conversion software employed by DWR and provided by the Colorado University, IDS- PLSS web site. Original Decreed Legal Description for Smith Well #1 - #0290: Adams County, SE1/4 SW 1/4 Section 25, T1S, R67W, of the 6th P.M, at a point 20 feet North and 2540 feet East of the SW corner of said Section 25 Corrected Legal Description for Smith Well #1 - #0290: Adams County, NE1/4 NW 1/4 of Section 36, T1S, R67W, of the 6th P.M, at a point 20 feet from the North and 2540 feet from the West sections lines 17.(V) Claim of Water Right for Septic / Leach Field Water returned to the South Platte River The Applicants hereby petition the court to recognize approximately 10 acre-feet of return flow credits, referenced as [12], and [13] herein, by decree thus granting the right of the owners to reuse this water for augmentation purposes and to make this water available to the Applicants and their Neighbors within the context of this Plan. Applicants request the right to adjust the actual amount of septic/leach field return flow claimed within the Plan, on an annual basis, as part of the accounting and reporting process of the Plan. 17.(VI) Water Right for Nontributary Groundwater in the Laramie-Fox Hills Aquifer of the Denver Basin [14] Tucson Water Company, a quasi-municipal non-profit corporation, owns a well permitted as # 04554-F, on January 8th, 1992, in the annual amount of 10.6 from the Laramie-Fox Hills aquifer of the Denver Basin. The Applicants, on behalf of TWC, hereby petition the court to recognize by decree the Nontributary Underground Water Rights owned by Tucson Water Company consisting of 10.6 acre-feet annually from the Laramie-Fox Hills Aquifer, the right to withdraw more water each year than the annual amount subject to the rule 8 banking provisions, the right to use multiple wells, if necessary, subject to rule 14, and finally to Conditionally make these water rights available to the Applicants and their Neighbors under the terms proposed within the context of this Plan. Currently, Tucson Water Co operates with a surplus of water and would be a net contributor to the proposed Henderson Augmentation Plan should they chose to participate by contract. [25] In similar fashion, the Levi Homeowners Association, representing the 12 property owners in the Levi Subdivision, own a Laramie-Fox

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Hills nontributary groundwater well with 9.9 acre-feet of underground water rights pending before this court in case 03CW455. Applicants are relying on the engineering of that case, and Rule 8F (representative aquifer characteristics within 1320 feet, of the "Statewide Nontributary Ground Water Rules", 2 CCR402-7) allowing the use of nearby well information, to petition for the determination of similar nontributary underground water rights on other nearby property, in Part C, Paragraph 25 herein. The Applicants hereby petition the court, in support of the Levi Homeowners Association pending case 03CW455, for 9.9 acre-feet of nontributary underground water rights and a plan for augmentation. The Applicants hereby declare their intention to conditionally include the Levi Homeowners Association, and their associated water rights under the terms proposed within the context of this Plan. Currently, the Levi Homeowners Association operates with insufficient amounts of irrigation water and would be a net debtor to the Plan if they chose participate by contract. 17.(VII) Change of "use", to include "reuse" There are two important issues involving changes in use, to include reuse. - First, the legal right to reuse water in any way. - Second, the increase in consumptive use and corresponding decrease in river return flows normally associated with "reuse". Applicants plea to the court to grant their request for change in water right use, to include reuse; and argue: 1) that corresponding reductions to the river return flow are accounted for and fully replaced / augmented within the Plan's record keeping and reporting provisions and 2) that reuse is encouraged by statute, *CCR 37-96, as part of promoting "the conservation and efficient use of water". Furthermore, regarding the legal right to reuse water, Applicants disclosed their "historical reuse" of irrigation ditch water in Paragraph 6(b) herein: "Flood irrigation runoff from approximately 20 acres on the Applicants' property in the NW 1/4 NE 1/4 of said section 36 collected in the pipeline drainage system". Under the 1969 Water Right Determination and Administration Act, CCR 37-92 are found five annotations associated with sections: 301, 302, 401, 501, 502 stating: "Diversions made pursuant to water right considered historical use where not ordered discontinued. Where the water commissioner was aware of the landowners' diversions of water and had never ordered them to be discontinued or limited the diversions made pursuant to a water right, though not in priority, such diversions could be considered as establishing an historical use for the purpose of the change of water right. Southeastern Colo. Water Conservancy Dist. v. Rich, 625 P.2d 977 (Colo. 1981)." For 30 years, Applicants were ignorant of the law prohibiting the reuse of Burlington ditch water and they were not alone. Farmers across the Front Range have been collecting and reusing ditch water for generations with the full knowledge of their district water commissioners. It was a common sense conservation practice. Perhaps the water commissioners did not act to discontinue these diversions because there was a plentiful supply. Applicants hereby petition the court to recognize by decree this "historical reuse" and grant the requested change in water right "use" to include "reuse" of Burlington ditch water as well as other sources of storage water and irrigation water. *Applicants also point out that the "Water Conservation in State Landscaping" statute states "It is the policy of the state to promote the conservation and efficient use of water". Specifically, in "CCR 37-96-103. Requirement of water conservation for landscaping in certain public projects.", applicable to Brighton School District 27J. They are encouraged to reuse water "insuring the use of efficient irrigation techniques... employing the use of nonpotable water supplies and water reuse, where such supplies and water reuse are available". This has significant relevance to the Applicants overall Plan because: the School District is a "Conditional Member" of the Plan and owns 19 combined shares of Burlington-Wellington ditch water. 18. Name(s) and address(es) of owner(s) of the land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. Please see paragraph 12, for this information. 19. Part C: UNDERGROUND WATER RIGHT This section petitions the court for multiple underground nontributary water rights available to the Applicants and their (Conditional) Neighbors from the aquifers of the Denver Basin 20. Name(s) of well(s) and permit, registration, or denial number(s). N/A, These are new water rights appropriated within

December 2004 Resume Page 125 of 185 this application. 21. Legal description of well : N/A, These are new water rights appropriated within this application. 22. A. Source: Nontributary Denver Basin designated groundwater aquifers as defined in C.R.S. ' 37-90-103(10.5), underlying the Applicants' property and Neighbors' property in Adams County. Primarily, the Laramie-Fox Hills Aquifer, but also, all other unnamed aquifers (e.g. Denver and Arapahoe Aquifers). B. Depth: N/A, These are new water rights appropriated within this application. If new wells are required, well depths will be determined during the permitting process using Denver Basin Rules 2 CCR 402-6. 23. A. Date of appropriation: B. How appropriation was initiated: C. Date water applied to beneficial use: Appropriation Date - The filing date of this combined application is the appropriation date. Appropriation Method - With the full consent of the Applicants, their Neighbors, and by the filing of this combined application. (However, the prior appropriation doctrine is N/A to underground water rights claimed herein.) Pursuant to C.R.S. ' 37-92-305(11), the date of appropriation, date the water was applied to beneficial use, and the manner of initiation of the water rights sought herein are not applicable to the nontributary groundwater rights sought herein, and no showings of, or applications for, findings of reasonable diligence are required with respect to such water rights. Nevertheless, there is value in establishing a "date of appropriation", when the physical wells and corresponding well permits do not yet exist. (please see Remarks, in Paragraph 28) Beneficial Use - N/A, These are new water rights appropriated within this application. Absolute water rights decreed to the Applicants may be applied to beneficial use immediately, under the terms of the final decree in this case. Conditional water rights that might be decreed to the Neighbors will Not be applied to beneficial use before obtaining the full consent of the owners by contractual agreement. 24. Amount claimed and gpm: Pursuant to C.R.S. ' 37-90-137(4), Applicants and their Neighbors seek to appropriate and confirm their right to withdraw All the groundwater in the Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the multiple parcels of land, identified here in Paragraph 25(B), over the statutorily prescribed 100-year life for such aquifers. Specific annual average amounts of withdrawal are estimated for each aquifer, and for each individual parcel, as itemized in Paragraph 25(B). These estimates are based on standard engineering parameters for Specific Yield and Saturated Thickness found in the Denver Basin Rules of the State Engineer, 2 CCR 402-6, and by applying Rule 8F, found in "Statewide Nontributary Ground Water Rules", 2 CCR402-7, allowing the use of nearby well information. These estimates are to be adjusted before they are finalized in the pending outcome of this case. Proposed maximum pumping amounts for individual deep wells of 25 gpm, yields 40 acre-feet annually; the office of the state engineer may prefer a maximum pumping rate of 20 gpm, yielding 32.2 annual acre-feet. Applicants and their Neighbors agree to lower the maximum pumping rate as requested by the SEO or ordered by the court, and also agree not to exceed the allowed average annual amounts to be specified in the final decree of this case. 25. If well is non- tributary: A. Name of Aquifer: Primarily, the Laramie-Fox Hills Aquifer, but also, all other unnamed aquifers (e.g. Denver Aquifer, Arapahoe Aquifers) determined to be available for augmentation, recharge, storage, and other beneficial uses for the Applicants and their Neighbors. The Laramie-Fox Hills Aquifer and all other unnamed aquifers may be utilized within the Plan as finally decreed, later permitted, and/or subsequently amended. B. Amount claimed in acre feet annually: The actual annual amounts are subject to the final decree in this case. The estimated annual amounts stated herein shall be adjusted accordingly by any amounts previously appropriated to other existing wells discovered on the property, by the required 2% return flow requirement, and by adjustments based on site-specific data (e.g. actual acreage and aquifer characteristics) without the necessity of filing an amendment to this application, republishing it, or petitioning the Court for the reopening of any decree hereafter entered. Organized by land parcel, the following approximate annual amounts are claimed by the Applicants. [a102] 102.8 acres in the NW 1/4 of Section 36, Mike and Karen Vaughn's Tucson Property Adams County Parcel # 0157136000031 - 25.2 acre-feet Laramie-Fox Hills - 19.4 acre-feet Arapahoe [a25] 40

December 2004 Resume Page 126 of 185 acres in NW 1/4 of Section 36, Johnie and Patricia Vaughn's Tucson Property Adams County Parcel # 0157136000003 (27.4 acres) Adams County Parcel # 0157136000028 (15.0 acres) - 9.9 acre-feet Laramie-Fox Hills - 7.6 acre-feet Lower Arapahoe [a10] 10 acres in NW 1/4 of Section 36, Vaughn's Fast Subdivision Property Adams County Parcel # 0157136301001 - Lot 1 (2 acres) Adams County Parcel # 0157136301002 - Lot 2 (2.59 acres) Adams County Parcel # 0157136301003 - Lot 3 (2.51 acres) Adams County Parcel # 0157136301004 - Lot 4 (2.51 acres) - 2.5 acre-feet Laramie-Fox Hills - 1.9 acre-feet Lower Arapahoe [a80] 102 acres in the NW 1/4 of Section 6, T2S, R67W, Vaughn's Tomahawk Property Adams County Parcel # 0172306000013 - 25.2 acre-feet Laramie-Fox Hills - 19.4 acre-feet Lower Arapahoe - TBD acre- feet Denver Organized by land parcel, the following approximate annual amounts are claimed for and in behalf of the Neighbors of the Applicants, Conditionally within the context of the proposed Plan, herein. [n70] 80 acres in the SE 1/4 SW 1/4 and SW 1/4 SE 1/4 of Section 36, Brighton School District Property owner, New High School and Future Middle School Adams County Parcel # 0157136300001 - 78.2 acres - 19.8 acre-feet Laramie-Fox Hills - 15.2 acre-feet Lower Arapahoe [n50] 50 acres in the NE 1/4 SW 1/4 of Sec 25, The Okada Farm property, Paul and Kim Okada Owners Adams County Parcel # 015712000008 - 46.23 acres Adams County Parcel # 015712000009 - 0.8 acres - 12.4 acre-feet Laramie-Fox Hills - 9.48 acre-feet Lower Arapahoe Note: the 40 acres of the Levi Subdivision and the 43 acres of the Tucson Estates Subdivision are fully appropriated to their owners and listed here for reference purposes. [n40] 40 acre Levi Subdivision's (13 lots) nontributary appropriations by permit - 9.9 acre-feet Laramie- Fox Hills, # 60946-F [n43] 43 acre Tucson Estates Subdivision's (36 lots) nontributary appropriations by permit - 10.6 acre-feet Laramie-Fox Hills, well # 040554-F Note: the Adams County's Parcel acreages herein are frequently lower that the actual legal acreages. 26. Proposed use: A. If irrigation, complete the following: The Arapahoe and Laramie-Fox Hills aquifer water is generally unsuitable for irrigation purposes because of its high-absorbed sodium levels. However, when it is returned to the shallow South Platte River alluvium as part of an alluvium recharge use project and blended to the natural waters therein, it becomes ideal for irrigation. (1) Number of acres historically irrigated N/A (2) Total number of acres proposed to be irrigated N/A (3) The legal description of the land irrigated. N/A (4) Area of lawns and gardens irrigated N/A B. If non-irrigation, describe purpose fully: Augmentation, Recharge, Storage, conjunctive use, and all other beneficial uses appropriate for land inside the beltway of a major metropolitan area, as described in paragraph 17 (I). 27. Name(s) and address(es) of owner(s) of the land upon which any structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: This information is provided in paragraph 12, 28. Remarks: Applicants' Neighbors - claims on behalf of the Neighbors remain Conditional until they are exercised by a contractual agreement within the Plan or as finally decreed in this case. The individual property owner(s) retain the ability to apply for well permits and to file water right applications before the court, superseding any Conditional water right that may be granted in this case. Notification - Applicants acknowledge the obligation to supplement this application pursuant to C.R.S. ' 37-92-302(2)(b) with evidence that the Applicants have, within ten days after filing the application, given notice of the application by registered or certified mail, return receipt requested, to every record owner of the overlying land and to every person who has a lien or mortgage on, or deed of trust to, the overlying land recorded in the county in which the overlying land is located. Appropriation, Conditional, & Absolute - The appropriation date of these water rights is the filing date of this combined application. While the priority appropriation process does not apply to nontributary water rights, having an appropriation date may be helpful in establishing a property right precedent to a municipal or quasi municipal water service later becoming available, and then attempting to claim the underlying nontributary water right under Rule 5.3.10 of 2 CCR 410-1. Applicants anticipate that the due diligence process for any Conditional water rights to become Absolute would consist of at least two things: 1) Inclusion of

December 2004 Resume Page 127 of 185 the Neighbor's Conditional water right by contract within the terms of the final decreed Plan. 2) Pumping of the contracted waters to beneficial use as recorded and administered under the reporting requirements of the Plan. A Conditional water right that becomes Absolute within the Plan does not in anyway change the Neighbors' ownership of that water right or their ability to withdraw from the Plan under the terms of their individual contracts. However, when not participating in the Plan, the individual landowner's water right might require independent adjudication outside of the Henderson Augmentation Plan. Well Field & Banking - Under the well field provisions proposed herein for contiguous parcels within this Plan, as may be finally decreed in this case, a new well permit or physical well need not be acquired and physically constructed on the individual parcel of land in order to apply the waters to beneficial use; Nor, to be able to invoke the Banking provisions and accumulate a Banking "credit" for existing wells or newly decreed water rights decreed in this case. Applicants Process of Appropriation and Beneficial Use - the Applicants propose to use the following process to appropriate these new underground water rights and apply them to beneficial use. 1. Petition hereby, to obtain these new individual water rights by decree, in lieu of applying for individual well permits with the State Engineer. The appropriation date being the same as the filing date of this combined application. Applicant requests the Court to direct the State Engineer to issue any necessary well permits in conformance with the terms of the final decree in this case. 2. Join together by contract, pursuant to the final decree in this case, the Neighbors' individual Conditional nontributary water rights with the Applicants' water rights for use in the proposed Plan, for the benefit of the Applicants and their Neighbors. 3. Petition hereby, to operate the contiguous underground water rights within the Plan, under the well location Rule 5.3.7.2, the well field provisions Rule 5.3.8, and additional wells Rule 5.3.9, found in the Colorado Ground Water Commissions, "Designated Groundwater Rules", 2 C.C.R. 410-1; and similar Rule 11 (location), Rules 4.A.(13) and 14 (well fields), Rule 12 (additional wells), found in "Statewide Nontributary Ground Water Rules", 2 CCR402-7; and applicable portions of The Denver Basin Rules 2 CCR402-6, Rule 5 (location) Rule 8 (consumption). 4. Petition hereby, to operate the noncontiguous, but overlapping nontributary property rights within the Plan in a similar fashion (e.g. the Okada and Vaughn parcels separated by E-470 beltway). 5. Petition hereby, to apply Rule 8F (representative aquifer characteristics within 1320 feet), found in "Statewide Nontributary Ground Water Rules", 2 CCR402-7, allowing the use of nearby well information, some such wells are identified in Paragraph 16[14] and [25], to extrapolate the allowed annual amount of withdrawal (Rule 8) for these new water rights; thus, avoiding unnecessary engineering costs and administrative overhead. 6. Petition hereby, to apply Rule 8A (Banking), found in "Statewide Nontributary Ground Water Rules", 2 CCR 402-7, allowing the maximum annual amount of withdrawal to exceed the allowed average annual amount of withdrawal as long as sum of withdrawals does not exceed the product of the number of years since the date of appropriation determined by water court (or date of issuance of a well permit), times the allowed average annual amount of withdrawal. 7. When more site- specific data is obtained, different surface acreage, aquifer characteristics, and existing permitted wells may show that the total amount of groundwater actually available needs to be adjusted. Applicants request the right to revise the stated amounts and to obtain a decree for whatever amount of nontributary groundwater is shown to underlie the land parcels identified herein without the necessity of amending this application, republishing it, or petitioning the Court for the reopening of any decree hereafter entered. Applicants Intentions Regarding Actual Usage - The Applicants consider the use of deep potable water from the Denver Basin aquifers for augmentation purposes to be obscene. Nevertheless, the current water conditions along the Front Range and a foreboding future require the Applicants and their Neighbors to avail themselves of this property right. It is the intention of the Applicants and their Neighbors to use these non- renewable water resources only as a last resort, after surface waters and other augmentation options are no longer available, affordable, and/or of limited supply. However, the application for

December 2004 Resume Page 128 of 185 nontributary water rights herein is Not speculative; the Applicants and their Neighbors have the wells, lands, resources for additional wells, intent, resolve, and currently the legal right, to apply for and then use these "waters of the people" for augmentation purposes. Applicants pray that the court and our objectors will help us to create a novel and innovative Plan that will minimize or eleminate the use of this irreplaceable natural resource. Retained jurisdiction - Pursuant to C.R.S. '37-92-305(11), Applicants request the Court to retain jurisdiction, as necessary, to provide for the adjustment of the average annual amount of Laramie-Fox Hills, Arapahoe, and Denver groundwater, available under the lands identified herein, for the underground water rights claimed by the Applicants or their Neighbors within the context of this application, to conform to the actual surface acreage and the actual local aquifer characteristics as determined from adequate information obtained from well drilling or test holes. 29. Part D: APPROVAL OF PLAN FOR AUGMENTATION Rather than duplicate the information previously provided herein for these for wells, water rights, structures, etc..., this information is summarized or referenced back to previous parts of the application, e.g. [XX]. When new information is requested, it is provided fully herein. 30. Name(s) of structure(s) to be augmented: 4 wells owned by the Applicants: [1] Well No. 1-0293 [2] Smith Well #1 - #0290 [3] Vaughn Well No. R-14165. [4] Fast Well No. 1- 13752. 7 wells owned by the Applicants' Neighbors: [8] Bankers Land Co. Well No. 1-420 and [9] Bankers Land Co. Well No. 2-421, owned by TWC [10] Gibson Well No, 2-0696, owned by the Levi Homeowners Association. [15] Well No. P-04395-F and [16] Ferguson Well No. 19806S, owned by the Brighton School District. [17] Okada Well No. 1035 and [18] Okada Well No. 1036, owned by the Paul and Kim Okada of Okada Farms [24]Other unnamed and/or unknown decreed water rights discovered or acquired in the future. Are there other water rights diverted from this structure(s)? No, Not to the best of the Applicants' knowledge. All known decreed water right information has been provided in Paragraph 16, herein 31. Previous decree(s) for water right(s) to be used for augmentation: A. Date entered: see below. B. Case No.: see below. C. Court: see below. D. Type of water right (surface, underground storage): see below. E. Legal description of point(s) of diversion or place of storage:: see below. F. Source: see below. G. Amount: see below. H. Appropriation: see below. I. Decreed use (if irrigation, include total acreage): see below. Replacement water rights owned by the Applicants [5] Burlington- Wellington combined ditch rights (7.5 shares) owned by the Applicants. Replacement water rights owned by the Applicants' Neighbors [12] Septic / Leach field water ~ 2 acre-feet annually. Owned by the Brighton School District. [13] Septic / Leach field water ~ of 8 acre-feet annually. Owned by TWC. [14] Nontributary Groundwater Well # 04554-F, 10.6 acre-feet annually. Owned by TWC. [19] Burlington-Wellington combined ditch rights owned by Neighbors: - Brighton School District 27-J (19 shares), - Paul and Kim Okada (8 shares), - and others unnamed. [23] Fulton Ditch shares - Bonnie Durland of TWC, Tucson Estates (10 shares) [n43]. - others shares unnamed, identified or acquired in the future. Other undecreed replacement water rights [25] Nontributary groundwater wells or designated Denver Basin groundwater rights, such as: - Fast Subdivision well, #222038, into the Arapahoe aquifer [a10] - Fast Subdivision well, #56523-F, into the Laramie-Fox Hills aquifer [a10] - Henderson Elementary School well, #P- 32255, from the Arapahoe aquifer [n16] - Levi Homeowners Association well # 60946-F from Laramie-Fox Hills aquifer [n40] - others unnamed, identified or acquired in the future. Subject to the required adjustments and the final decree of this case, organized by land parcel, the following approximate replacement source amounts are available to the Applicants: [a102] 102 acres in the NW 1/4 of Section 36, Vaughn's Tucson property - 25.2 acre-feet Laramie-Fox Hills - 19.4 acre- feet Arapahoe [a25] 40 acres in NW 1/4 of Section 36, Vaughn's Tucson Property (acreage reduced by subdivision) - 9.9 acre-feet Laramie-Fox Hills - 7.6 acre-feet Lower Arapahoe [a10] 10 acres in NW 1/4 of Section 36, Vaughn's Fast Subdivision property - 2.5 acre-feet Laramie- Fox Hills (partially appropriated to well #56523-F) - 1.9 acre-feet Lower Arapahoe (partially appropriated #222038) [a80] 102 acres in the SW 1/4 of Section 6, T2S, R67W, Vaughn's

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Tomahawk property - 25.2 acre-feet Laramie-Fox Hills - 19.4 acre-feet Lower Arapahoe - TBD acre-feet Denver Subject to the required adjustments and the final decree of this case, organized by land parcel, the following approximate replacement source amounts are available to the Neighbors: [n70] 80 acres in the SE 1/4 SW 1/4 and SW 1/4 SE 1/4 of Section 36, Brighton School District 27-J's property for the New High School and Future Middle School - 19.8 acre- feet Laramie-Fox Hills, plus an additional - 15.2 acre-feet Lower Arapahoe [n16] 16 acres in the SW 1/4 NW 1/4 of Section 36, Brighton School District 27J's property for the Henderson Elementary School - 3.96 acre-feet Laramie-Fox Hills - ~3.2 acre-feet Lower Arapahoe (permitted well # P-32255) [n50] 50 acres in the NE 1/4 SW 1/4 of Sec 25, Paul and Kim Okada's property - 12.4 acre-feet Laramie-Fox Hills - 9.48 acre-feet Lower Arapahoe Previously permitted nontributary appropriations available to the Neighbors of the Applicants herein: [n40] 40 acre Levi Subdivision's nontributary appropriations by permit - 9.9 acre-feet Laramie-Fox Hills, well #60946-F [case 03CW455] [n43] 43 acre Tucson Estates Subdivision's nontributary appropriations by permit - 10.6 acre-feet Laramie-Fox Hills, # 40554-F [14] 32. Historic use: (Include a description of all water rights, a map showing the approximate location of historic use of the rights and records or summaries of records of actual diversions of each right the applicant intends to rely on to the extent such records exist.) Description of Water Rights - All water rights to be used for Augmentation, Recharge, Storage, and other beneficial uses have been fully described within Parts A, B, & C, of this combined application and are referenced, herein. These sources consist of both existing water rights and new water rights; most requiring "change of water rights" before their use in this Plan and all being subject to the terms and conditions in final decree of this case. Maps & Records - Maps showing the approximate location and historic use of the water rights are included in the attachments. A summary of supporting records is provided at the end of Paragraph 16, herein. Historical Consumptive Uses - of both the augmentation water replacement sources and the alluvium pumping requiring augmentation are proposed here: 85% consumptive use / 15% return flow - 71/2 Burlington-Wellington ditch shares. [5] Historically used for pivot sprinkler irrigation. Applicants believe that a reasonable percentage of historical return flows for these Burlington ditch shares is 15%. Based on: 1) documented historical use of pivot sprinkler irrigation on 56 acres in Section 36, growing alfalfa hay during the past 30 years, Paragraph 13(A) and [a102]. 2) documented historical reuse of irrigation runoff collected from 20 acres, Paragraph 6(A)(b), growing grass hay [a25]. Reused water is applied to the 56 acre alfalfa crop. 3) pending the water right change of "use" to include "reuse", Paragraph 17(I), and Paragraph 17(VII) herein. 85% consumptive use / 15% return flow - Alluvial wells for lawns, playground, & gardens. 4) Calculated consumptive use of 85% for irrigation waters used on bluegrass lawns and playgrounds of the Applicants, their Neighbors in the Tucson Estates Subdivision, Levi Subdivision, and Henderson Elementary School totaling 97+ acres in Section 36, and 10+ acres in Section 7 (T1S, R66W) for Brighton H.S. and Vikan M.S. in central Brighton. This is greater than the statutory minimum of 75% for sprinkler irrigation, CCR 37-92- 308(3)(c)(I), and the same as proposed in case 2003CW455, by Levi Homeowners Association. Approximately 15% returns to the river alluvium via deep percolation. Consumptive use rates are typically lower for gardens, landscaping, and some other grasses 5) Future historical use of 85% sprinkler irrigation efficiency is also anticipated at the new Brighton High School and Middle School in the 80-acre parcel of Section 36. ~65% consumptive use / ~35% return flow - all other Burlington ditch shares. [19] Historically used for flood irrigation. Applicants propose to simply use the consumptive use rates and river return flows decreed for Burlington shares by Thornton in Case No. 87CW107. 6) Applicant proposes to compute the historical return flow obligation as ~35%. ~55% consumptive use / ~45% return flow - all Fulton ditch shares. [23] Historically used for flood irrigation. Applicants propose to simply use the consumptive use rates and river return flows decreed for Fulton shares by the Thornton in Case. 7) Applicant proposes to compute the historical return flow obligation as ~45%. 10% consumptive use / 90% return flow - Nontributary

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Septic / Leach Sources. [12][13] Based on 15+ years of historical use. 8) 10 acre-feet of septic / leach return flows originate as non-exempt domestic nontributary water sourced from the wells of Tucson Estates Subdivision (8 acre-feet), and Henderson Elementary School (2 acre-feet) for most of the past 15 years. 9) In 2003, the Henderson Elementary School changed its 2 acre-feet of septic / leach source water from a nontributary Arapahoe well to 100% consumable SACWSD municipal supply. The river return flow remains unchanged. 98% consumable Nontributary Denver Basin sources of augmentation water All potential sources [25], [a102], [a25], [a10], [a80], [n70], [n50], [n40], and [14] Normally, these are available as 98% consumable, with 100% return flow credit. Total amounts identified herein, before the required adjustments: 10) . ~114 acre-feet from the Laramie Fox Hills aquifer 11) ~ 73 acre-feet from the lower Arapahoe aquifer 12) ~TBD from the Denver aquifer O'Brian Seep and Tomahawk Lake recharge - 15% consumptive use / 85% return flow [s5] This is a new surface water right claim herein, but with 30 years of historical use. 13) Applicants proposed that 15% of the O'Brian Seep flow into Tomahawk Lake be subtracted from the winter return flows to the alluvium for the Plans alluvium recharge project. . Applicants agree that the actual amount and percentage of its return flow obligations and consequently the consumptive use water available will be determined by the adjudication process. 33. Statement of plan for augmentation, covering all applicable matters under CRS 37-92-103(9), 302(1)(2) and 305(8). Give full details of plan, including a description of all water rights to be established or changed by the plan. (A) Statement of plan for Augmentation Applicants seek to pool their water resources with those of their Neighbors who are facing similar challenges and jointly operate an augmentation plan, on a non-profit basis, for the benefit of all participants in perpetuity. This plan increases the supply of water available for beneficial use by the sharing substitute supplies of water, by the development of new sources of water and water storage, and by adjudicating historical appropriations and beneficial uses that have not previously been decreed. Efficiencies of scale result from a single combined application and adjudication process, one substitute water supply plan process, one engineering analysis, common mediation of the Plans' water right claims and methods of operation with all potential objectors, and combined administration, monitoring, and reporting requirements thereafter. Applicants propose to operate the Plan only with a net positive hydrological balance to the alluvium from year to year, thus accumulating No net depletions, only net credits. (B) Full Details of the Plan 1) Where is the "out of priority" water requiring augmentation being obtained? From decreed shallow wells pumping from the South Platte River Alluvium. Eleven wells are identified in Paragraph 30, herein. 2) Where is the "out-of-priority" water being used? On Applicants' lands and affiliated Neighbors' lands in Section 36 and 25 of T1S-R67W, Section 7 of T1S-R66W, and possibly Section 6 of T2S-R66W, in the 6th P.M., of Adams County, Colorado. Details are provided in paragraph 9, herein. 3) What is the "out-of-priority" water being used for? Irrigation of crops (primarily alfalfa hay and grass hay), lawns, gardens, landscaping, playgrounds, and temporary storage for subsequent irrigation of the same. 4) How much "out-of- priority" water will be consumptively used? The amount varies widely depending primarily on number of out-of-priority wells and their total pumping amounts included in the Plan's participation from year to year. Other factors such as climate conditions, precipitation, crop consumptive use and irrigation methods have a secondary effect because they are relatively stable. Calculations range as follows: - 0-25 acre-feet for a small Plan year - 75-150 acre feet for a medium Plan year - 250-400 acre feet for a large Plan year For each of these scenarios, Applicants are confident they have sufficient augmentation sources available to replace all out-of- priority pumping in time and location, using minimal nontributary sources, and causing no harm to any senior appropriator. Qualified by the continued availability of Burlington Ditch water and the court granting the proposed Plan's "changes of use", O'Brian Seep water rights, and Tomahawk alluvium recharge project.. 5) What is the replacement augmentation source? The preferred replacement sources in order are: 1) combined Burlington-Wellington pro-rata Ditch

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Shares and excess ditch freewater delivered by the Burlington Ditch Co. [5] and [19]. 2) New surface water rights claimed herein [s5] and [s6]. 3) Septic / Leach waters already being delivered to the river alluvium [12] and [13]. 4) Fulton Ditch shares [23] and, 5) Existing and new Nontributary replacement water sources [25], [a102], [a25], [a10], [a80], [n70], [n50], [n40], and [14]. The most significant of these is the "ditch freewater" and minimally "river freewater", available to the Applicants and their Neighbors as shareholders of the Burlington Ditch Co. Historically, these excess ditch share amounts, in connection with surface water storage and an alluvium recharge project provide 2-3 times more water for beneficial use than when using only pro-rata share amounts. 6) When is the replacement water required? Throughout the irrigation season, approximately April 1st through October 15th, when the out-of-priority shallow alluvial wells are pumped. However, the alluvium recharge project operates by physically locating the primary recharge / injection points upstream and away from the river while the out-of-priority extraction wells are located downstream toward the underground alluvial flow. The natural SDF lag time of 1-2 years between the alluvium's upstream injection and downstream extraction points provides a time averaging, smoothing, function that allows the relative timing between the injected waters and the extracted waters to be greatly simplified. In this case the replacement waters can safely be delivered at random times and amounts throughout the year. 7) Where is the replacement water required? The replacement water is required in the South Platte River Alluvium hydrologically near the extraction points. This does not necessarily require the recharge / injection points be physically close to the extraction points. In fact, within reason, it is advantageous to locate them upstream and away from the out-of-priority depletions. The alluvium recharge project herein proposes to inject most of the replacement water: 1st) at the Tomahawk Lake [s2] recharge / storage facility from the O'Brian Seep [s5] in the winter and from the Little Burlington Lateral headgate #21 during the irrigation season. 2nd) at the Reithman Brothers' Ditch [s6], headgate "2ndCR", using the ditch and Second Creek as recharge facility when convenient or when Tomahawk Lake is full. Applicants recognize that the normally dry stream conditions have additional phreatophyte losses. 8) How much replacement water is required? 100% of the consumptive use out-of-priority depletions divided by the consumptive use of the replacement water. The specific amounts can vary broadly from year to year based on the net hydrological balance of the Plan. These amounts are discussed in greater detail in Paragraph 33(B)(4) and the proposed consumptive use and return flow percentages are provided in Paragraph 32, herein. 9) How is the augmentation plan operated? 1st Paragraph 33 requires the Plan to be administered on a non-profit basis. Initially, the Applicants alone are taking on the liability and startup costs of filing the combined application, paying for the required engineering work and legal representation that may be required through the various processes including the Substitute Water Supply Plans and decreed outcome. All individual participants of the plan are free to negotiate fair compensation for the use of their water assets within the Plan. But, the Plan itself must be administered on a non-profit basis. This condition is imposed in an attempt to avoid contention, hurt feelings, and any possible litigation between the actual or potential participants of the Plan. Wavers of liability may be included in the contracts of participation and the Applicants retain the right to assign the plans administration to assignees and successors of their choice. For example, Tucson Water Company is already a Colorado non-profit corporation and may agree to assume responsibility for the Plan's administration as a community service. 2nd Paragraph 17(II) defines the primary "plan of operation" as flexibility. The ability to use any water asset of the Plan, anywhere, and at any time, without returning to court, causing harm to any senior appropriator, or changing the regiment of the river. 3rd Page 2 of the Introduction and Paragraph 17(II), define how the Applicants and their Neighbors consent to participate in the Plan by contract each year. How the participants retain control of their individual water rights and at the same time pool their water resources. Paragraph 28 defines how any new water rights that might be granted to the Neighbors are Conditional, belonging to them individually but only valid

December 2004 Resume Page 132 of 185 for participation in the Plan. . 4th Participation requires all out-of-priority alluvial well pumping is accurately metered. A monitoring, accounting, and reporting regimen for all such pumping, in time and amount, will be developed in consultation with the State Engineer's Office. Applicants anticipate that all recharged water delivered to the river's alluvium will also be metered and methods for the accounting of replacement waters in time and amount acceptable to the Office of the State Engineer will assure that no harm is caused to any senior appropriator. Because the alluvium recharge project has an ideal geographic configuration, the Applicants are confident that yearly reporting of the Plan's hydrological balance is more than sufficient to protect the regimen of the South Platte River and assure that the vested water rights of others will Not be affected. Applicants propose to rely on the administration records of the Burlington Ditch Company to the greatest extent possible. Since 2003, diversions and individual shareholder deliveries are maintained by FRICO, as administrators, on a daily basis throughout the year. 5th The Introduction of this combined application provides a statement of justification and need. After filing this application with the water court, a Substitute Water Supply Plan request will be submitted, annually until completion of the court case, to the State Engineers Office under C.R.S (2003) 37-92-308 subsection (4). Applicants shall comply with the applicable Notification rules of 37-92-308(4)(a)(ii) and all other rules pursuant to Policy 2003-2, and Attachment to Policy 2003-2 of the State Engineers Office at the time of the Substitute Water Supply Plan request, and intends to include any required information absent from this court filing but required by the State Engineers Office. 6th Applicants propose to administer changes of participation in the Plan on a yearly basis during the irrigation off-season; and, by managing the plan proactively rather that reactively, never to accrue a net depletion to the South Platte River hydrological balance of the Plan or Project. The sum of the parts is greater than the whole. The participants of the Plan "can and will" cooperate to pool their resources, support one another, and operate flexibility from year to year. (C) Engineering Analysis of the Plan An engineering analysis is being prepared as part of the initial and subsequent yearly Substitute Water Supply Plan application process (pursuant to CCR 37-92-308; DWR Policy 2003-2, Implementation and Interpretation; and supporting Attachment to Policy 2003-2, SWSP Guidelines). This analysis will identify: 1) How were the water needs of the plan determined? - TBD Blaney-Criddle (Hydrological balance accounting) 2) How the out-of-priority use can occur without affecting senior water rights? - TBD Glover (modeling, metering, monitoring, accounting, and reporting) - By complying with the terms and conditions of the final decree in this case. (D) Description of water rights to be established or changed by the plan This combined application has 4 parts. - Part A: claims two new Storage / Recharge Water Rights [s1], and [s2] and two new Surface Water Rights [s5], [s6] established for use within this Plan. - Part B: identifies changes to existing water rights required for use within this Plan. * Primarily, "changes in use" for previous irrigation only water sources to all beneficial uses and reuse, including, but not limited to, recharge, storage, and augmentation. All such uses being offset against any depletion required to be replaced, causing no harm to any senior appropriator, and making no claim to any increased water right. Also, other water rights changes include: * "a plan of operation" for using any water right anywhere within the Plan, * updating the descriptions of irrigated acreage, * correcting a point of diversion for one well to indicate its proper location, * recognizing by decree, existing South Platte River return flows from 90% consumable septic / leach field water available within the Plan * applying well field, banking, and other State rules to existing non-exempt nontributary replacement water from the aquifers of the Denver Basin. - Part C: claims new nontributary underground water rights available to the existing property owners for Conditional use within this Plan. This section seeks to establish a date of appropriation for these rights to protect them from claims by future municipal water suppliers, recognize these rights by decree rather than by the permit process, apply the well location, well field, multiple well and banking rules of the state to the contiguous and virtually contiguous lands within the Plan. Collectively, this combined application and proposed

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Henderson Augmentation Plan give the Applicants and their Neighbors a chance to join together and share their resources in innovative and novel ways that maximize the efficient use of the waters of the people and while attempting to preserve these rights for their assignees and successors. Retained jurisdiction - Applicants request the Court to retain jurisdiction, as necessary, to provide for changes and adjustments in the operation of the Plan, structures to be augmented, sources and amounts of augmentation water, consumptive use calculations, required accounting, reporting, and all matters involving the participation of Applicants' Neighbors within the Plan as it is finally decreed. Applicants request the right to make corrections and adjustments to this application without the necessity of returning to court, amending this application, or petitioning the Court for the reopening of any decree hereafter entered. 34. Name(s) and address(es) of owner(s) of the land on which structures is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. This information is provided in paragraph 12. This completes the combined Vaughn application in 4 parts for: A) Water Storage Right, B) Change Of Water Right, C) Underground Water Right, and D) Plan For Augmentation.

04CW353 JEFFERSON COUNTY, COLORADO, A BODY POLITIC AND CORPORATE (“JEFFERSON COUNTY”) 700 Jefferson County Parkway Suite 100 Golden, Colorado 80401 (c/o Alan E. Curtis, Esq., Timothy R. Buchanan., P.C., 7703 Ralston Road, Arvada, Colorado 80002 (303) 431-9141). APPLICATION TO MAKE WATER RIGHTS ABSOLUTE OR, IN THE ALTERNATIVE, FOR A FINDING OF REASONABLE DILIGENCE, IN JEFFERSON COUNTY. Name of Structure. Pine Valley Ranch Lodge Well Description of Conditional Water Right. Pursuant to the Decree entered on June 11, 1999 by the District Court in and for Water Division No. 1 in Case No. 96CW1146, the following water rights were decreed to the Pine Valley Ranch Lodge Well Legal Description. In the NE1/4 of the SW1/4 of Section 28, Township 7 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, at a point approximately 2,000 feet from the West Section Line and approximately 2,000 feet from the South Section Line of said Section 28. Depth. Approximately 150 feet. Amount. 0.25 cubic feet per second of time, conditional. Use. The water diverted through the well will be used for domestic, irrigation, commercial and recreational purposes associated with the Pine Valley Ranch Lodge, also known as the Baehr Lodge. Appropriation Date. December 9, 1996. Source. Ground water tributary to the North Fork of the South Platte River. Name of Structure. Pine Valley Ranch Reservoir Description of Conditional Water Right. Pursuant to the Decree entered on June 11, 1999 by the District Court in and for Water Division No. 1 in Case No. 96CW1146, the following water rights were decreed to the Pine Valley Ranch Reservoir: Legal Description. In the NW1/4 of the SW1/4 of Section 28, Township 7 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado. The outlet for Pine Valley Ranch Reservoir is located in the NW1/4 of the SW1/4 of Section 28, Township 7 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado, at a point approximately 1,950 feet from the South Section Line and 1,050 feet from the West Section Line of said Section 28. Name and Capacity of Ditches Used to Fill Reservoir and Legal Description of Each Point of Diversion. Name of Ditch: Mountain and Meadow Ditch. Capacity. 1.0 c.f.s. Legal Description of Point of Diversion. A point on the South Bank of the North Fork of the South Platte River, whence the Center Corner of Section 29, Township 7 South, Range 71 West of the 6th P.M., Jefferson County, Colorado, bears North 33o 40' 35" East a distance of 731½ feet. Source. North Fork of the South Platte River. Name of Ditch. Mountain and Meadow Ditch No. 2. Capacity. 1.5 c.f.s. Legal Description of Point of Diversion. A point located on the bank of the North Fork of the South Platte River, whence the East Quarter Corner of Section 29, Township 7 South, Range 71 West of the 6th P.M., Jefferson County, Colorado, bears North 51o 23' East a distance of 624 feet. Source. North Fork of the South Platte River. Name of Ditch. Buck Gulch Ditch. Capacity. 0.5 c.f.s. Legal Point

December 2004 Resume Page 134 of 185 of Diversion. In the Northeast Quarter (NE1/4) of the Southeast Quarter (SE1/4) of Section 29, Township 7 South, Range 71 West of the 6th P.M., at a point approximately 2,025 feet from the South Line and 300 feet from the East Line of said Section 29. Source. Buck Gulch, a tributary of the North Fork of the South Platte River. Appropriation Date. December 31, 1948. Date Water Applied to a Beneficial Use. December 31, 1948. Amount Claimed. A conditional water storage right for 23.7 acre feet, with the right to fill and refill. Use. The water rights claimed herein will be used for domestic, irrigation, commercial, recreation, and fish and wildlife purposes. 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, and for augmentation. The water will be fully consumed during the first use of the water, or recaptured and reused until the water is fully consumed. Water will also be diverted through the Pine Valley Ranch Reservoir for fish and wildlife enhancement and water quality improvement purposes. Surface Area of High Water Line. Approximately 5.7 acres. Maximum Height of Dam. 11 feet. Height to Overflow Spillway. 8.7 feet. Length of Dam. 900 feet. Total Capacity of Pine Valley Ranch Reservoir. 23.7 acre-feet. Detailed Outline of Work Performed to Complete Application of Water to Beneficial Use. The water rights that are the subject of this Application are part of a unified water system for the Pine Valley Ranch. The water rights described above were decreed on June 11, 1999, by the District Court in and for Water Division No. 1 in Case No. 96CW1146. Prior to and since entry of the Decree in Case No. 96CW1146, Jefferson County has made expenditures in excess of Eight Hundred and Ninety-Six Thousand Dollars ($896,000.00), and performed work including, but not limited to the following towards application of the conditional water rights described herein to a beneficial use: In 1994, Jefferson County constructed security fencing to protect facilities associated with the Pine Valley Ranch Lodge Well and the Pine Valley Ranch Reservoir, at a total cost of more than Ten Thousand Dollars ($10,000.00). In 1995, Jefferson County performed embankment and spillway repairs on the Pine Valley Ranch Reservoir, at a total cost of more than Nineteen Thousand Dollars ($19,000.00). Between 1995 and 1996, Jefferson County conducted an Existing Facilities Study, and constructed a restroom, three (3) fishing piers, two (2) shelters, one (1) ice-skating warming hut, a concrete path, a crusher-fine trail, and a hand-pump well to facilitate use of water rights associated with the Pine Valley Ranch Reservoir and the Pine Valley Ranch Lodge Well, at costs in excess of Two Hundred Forty-Nine Thousand Dollars ($249,000.00) Between 1997 and 1998, Jefferson County performed architectural and engineering work on facilities associated with the Pine Valley Ranch Lodge Well and the Pine Valley Ranch Reservoir, at a total cost in excess of Ninety-Five Thousand Dollars ($95,000.00). In 1999, Jefferson County prepared topographical maps of Pine Valley Reservoir and the Pine Valley Ranch Lodge Area, performed repairs and maintenance to Pine Valley Ranch facilities, and conducted an Adaptive Reuse Study. Total costs associated with these projects were more than Two Hundred Four Thousand Dollars ($204,000.00). From 1999 through 2000, Jefferson County prepared engineering and construction documents, and conducted an Adaptive Use Study in connection with projects pertaining to the Pine Valley Ranch Lodge Well and the Pine Valley Ranch Reservoir facilities, at costs in excess of Seventy-Four Thousand Dollars ($74,000.00). During 2001, Jefferson County constructed the Pine Valley Ranch Lodge Well pursuant to Well Permit No. 231018, and installed a water storage tank for water withdrawn from the Pine Valley Ranch Lodge Well. In addition, Jefferson County developed a Park Management Plan for facilities associated with the Pine Valley Ranch Lodge Well and the Pine Valley Ranch Reservoir. Total costs for these projects were in excess of Two Hundred Fifteen Thousand Dollars ($215,000.00). In 2002, Jefferson County cleaned the Pine Valley Reservoir intake at a total cost of more than Five Thousand Dollars ($5,000.00). In 2004, Jefferson County performed dredging operations within the Pine Valley Ranch Reservoir, expended funds for the design of intake and outflow structures associated with Pine Valley Ranch Reservoir, and redesigned a warming hut associated with fishing, ice skating, and other recreational activities

December 2004 Resume Page 135 of 185 taking place at Pine Valley Ranch Reservoir, at a total cost of more than Twenty-Two Thousand Dollars ($22,000.00). In 2004, Jefferson County incurred legal expenses in excess of Twelve Hundred Dollars ($1,200.00) towards completion of the appropriations described herein. Amount of Water, Use and Date Applied to Beneficial Use. Since construction of the Pine Valley Ranch Lodge Well in 2001, Jefferson County has diverted and beneficially used 0.03 cubic feet per second (15 g.p.m.) of the 0.25 cubic feet per second of water rights decreed to the Pine Valley Ranch Lodge Well for any and all of the purposes described in the Decree entered in Case No. 96CW1146. The remaining 0.22 cubic feet per second of the water rights decreed to the Pine Valley Ranch Lodge Well remain a conditional water right Prior to and following entry of the Decree in Case No. 96CW1146, Jefferson County diverted, stored, filled and refilled, and beneficially used the full 23.7 acre-feet of the water rights decreed to the Pine Valley Ranch Reservoir for any and all of the purposes described in the Decree entered in Case No. 96CW1146. Description of Place of Use Where Water is Applied to Beneficial Use. (1) The Pine Valley Ranch Lodge Well water rights have been applied to beneficial use as described above, and in connection with the operation of the Pine Valley Ranch Lodge, also known as the Baehr Lodge. The Pine Valley Ranch Lodge is located in the NE1/4 of the SW1/4 of Section 28, Township 7 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado. (2) The Pine Valley Ranch Reservoir water rights have been applied to beneficial use as described above, in connection with operation of the Pine Valley Ranch Lodge, also known as the Baehr Lodge, and with the operation of the Pine Valley Ranch Reservoir. Both the Pine Valley Ranch Lodge and the Pine Valley Ranch Reservoir are located in the NE1/4 of the SW1/4 of Section 28, Township 7 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado. 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 is or Will be Constructed or Upon Which Water is or Will be Stored, Including Any Modification to the Existing Storage Pool. Jefferson County, Colorado, a Body Politic and Corporate 700 Jefferson County Parkway, Suite 100 Golden, Colorado 80401 WHEREFORE, Jefferson County prays that the Court enter a decree finding that Jefferson County has diverted and beneficially used 0.03 cubic feet per second (15 g.p.m.) of the 0.25 cubic feet per second of conditional water rights pertaining to the Pine Valley Ranch Lodge Well, and accordingly, that Jefferson County shall have absolute water rights in such amounts and for any and all such purposes as are described in the Decree entered in Case No. 96CW1146. With respect to the remaining 0.22 cubic feet per second of water rights decreed to the Pine Valley Ranch Lodge Well, and with respect to any portion of the 0.03 cubic feet per second of the water rights decreed to the Pine Valley Ranch Lodge Well that the Court determines has not been made absolute by Jefferson County’s completion of the appropriation, Jefferson County requests that the Court find Jefferson County’s actions and expenditures constitute a sufficient demonstration of reasonable diligence by Jefferson County in attempting to put water from Pine Valley Ranch Lodge Well to beneficial use, and Jefferson County requests that the Court enter a decree finding and determining that Jefferson County has exercised reasonable diligence in the development of the described water rights and that said water rights shall be continued. In addition, Jefferson County also prays that the Court enter a decree finding that Jefferson County has diverted and beneficially used the full 23.7 acre-feet of water storage rights pertaining to the Pine Valley Ranch Reservoir, and accordingly, that Jefferson County shall have absolute water rights in such amounts and for any and all such purposes as are described in the Decree entered in Case No. 96CW1146. In the alternative, if the Court determines any portion of the conditional water rights decreed to the Pine Valley Ranch Reservoir in Case No. 96CW1146 has not been made absolute by Jefferson County’s completion of the appropriation, Jefferson County requests that the Court find Jefferson County’s actions and expenditures constitute a sufficient demonstration of reasonable diligence by Jefferson County in attempting to put water from the Pine Valley Ranch Reservoir to beneficial use, and Jefferson County requests

December 2004 Resume Page 136 of 185 that the Court enter a decree finding and determining that Jefferson County has exercised reasonable diligence in the development of the described water rights and that said water rights shall be continued. (8 pages).

04CW354 THOMAS G. AND JEANNE B. BAUR, 51838 County Road 51, Ault, Colorado 80610 (Bradley C. Grasmick, Lind, Lawrence & Ottenhoff LLP, 1011 11th Avenue, Greeley, Colorado 80631) APPLICATION FOR WATER RIGHT, IN WELD COUNTY. 2. Name of Structures: a. Baur Well No. 1, Permit No. 79524. i. In the NW ¼ NW ¼ Section 17, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado about 650 feet from the North and 530 feet from the West Section lines. ii. Source: Groundwater. iii. Depth: 238 feet. iv. Date of Appropriation: May 30, 1975. v. How Appropriation Was Initiated: Filing of Permit Application. vi. Amount Claimed: 15 g.p.m.; absolute. vii. Use: Domestic, irrigation of less than 1 acre of home lawn and gardens in the NW ¼ NW ¼ Section 17, Township 9 North, Range 64 West of the 6th P.M., and domestic animal and livestock watering. b. Baur Well No. 2, Permit No. 259276. i. In the NW¼ NW¼, Section 17, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 758 feet from the north and 474 feet from the west section lines of said section. ii. Source: Groundwater. iii. Depth: 150 feet. iv. Date of Appropriation: December 31, 1930. v. How Appropriation Was Initiated: Digging of Well and application to beneficial use. vi. Amount Claimed: 5 g.p.m., absolute. vii. Use: Livestock watering. c. Baur Well No. 3, Permit No. 259277. i. In the SW¼ SW¼, Section 18, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 619 feet from the south and 40 feet from the west section lines of said section. ii. Source: Groundwater. iii. Depth: 120 feet. iv. Date of Appropriation: December 31, 1930. v. How Appropriation Was Initiated: Digging of Well and application to beneficial use. vi. Amount Claimed: 2 g.p.m., absolute. vii. Use: Livestock watering. d. Baur Well No. 4, Permit No. 259275. i. In the NE¼ NW¼, Section 19, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 197 feet from the north and 2623 feet from the west section lines of said section. ii. Source: Groundwater. iii. Depth: 60 feet. iv. Date of Appropriation: December 31, 1930. v. How Appropriation Was Initiated: Digging of Well and application to beneficial use. vi. Amount Claimed: 5 g.p.m., absolute. vii. Use: Livestock watering. e. Baur Well No. 5, 259279. i. In the NE¼ SW¼, Section 7, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 2218 feet from the south and 1553 feet from the west section lines of said section. ii. Source: Groundwater. iii. Depth: 60 feet. iv. Date of Appropriation: December 31, 1930. v. How Appropriation Was Initiated: Digging of Well and application to beneficial use. vi. Amount Claimed: 5 g.p.m., absolute. vii. Use: Livestock watering. f. Baur Well No. 6, Permit No. 217828-A. i. In the SW¼ NW¼, Section 8, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 1665 feet from the north and 322 feet from the west section lines of said section. ii. Source: Groundwater. iii. Depth: 240 feet. iv. Date of Appropriation: December 31, 1930. v. How Appropriation Was Initiated: Digging of Well and application to beneficial use. vi. Amount Claimed: 15 g.p.m., absolute. vii. Use: fire protection, household/domestic, irrigation of less than 1 acre of home lawn and gardens in the SW ¼ NW ¼ of Section 8, Township 9 North, Range 64 West, and domestic animal and livestock watering. 3. Applicants’ Wells described herein were permitted as exempt wells pursuant to CRS 37-92-602. Applicants will continue to use the wells in accordance with their exempt status. 4. Name and Address of Owners of Structures: Applicants own the wells.

04CW355 THOMAS G. AND JEANNE B. BAUR, 51838 County Road 51, Ault, Colorado 80610 (Bradley C. Grasmick, Lind, Lawrence & Ottenhoff LLP, 1011 11th Avenue, Greeley, Colorado 80631) APPLICATION FOR WATER RIGHTS, IN WELD COUNTY. 2. Name of Structure: Baur Sanctuary Pond A. Location of Dam: The center of the dam is located in Section

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21, Township 9 North, Range 64 West of the 6th P.M., Weld County, Colorado, 615 feet from the South section line and 1450 feet from the West section line. B. Name and Capacity of Ditches used to fill reservoir, and legal descriptions of points of diversion: Reservoir is located on an unnamed creek which drains the surrounding lands. C. Sources: Runoff and drainage. D. Date of Appropriation: December 31, 1983. E. How appropriation was initiated: Construction of Pond, application to beneficial use. F. Amount claimed: 25 acre feet, absolute, with a right to fill and refill as source is in priority. G. Uses: Recreation, Fish and Wildlife, and Piscatorial. H. Surface area at high water line: 4.5 acres. 1. Maximum Height of Dam in Feet: 15 feet 2. Length of Dam in feet: 210 feet. I. Total capacity of reservoir in acre feet: 25 acre feet. a. Active Capacity: 25 acre feet b. Dead Storage: 0 acre feet J. Name and address of land where structures will be located: Applicant.

04CW356 EAST CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT, ACTING THROUGH THE EAST CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT WATER ACTIVITY ENTERPRISE, INC. (JOINTLY “ECCV”), c/o David Kaunisto, General Manager, 6201 South Gun Club Road, Aurora, Colorado 80016, (303) 693-3800; UNITED WATER AND SANITATION DISTRICT, A QUASI- MUNICIPAL CORPORATION AND POLITICAL SUBDIVISION OF THE STATE OF COLORADO, ACTING BY AND THROUGH THE UNITED WATER ACQUISITION PROJECT WATER ACTIVITY ENTERPRISE (“UNITED”), c/o Robert Lembke, 9145 East Kenyon Avenue, Suite 100, Denver, Colorado 80237, (303) 775-1003; and FARMERS RESERVOIR AND IRRIGATION COMPANY (“FRICO”), c/o Manual Montoya, Manager, 80 South 27th Avenue, Brighton, Colorado 80601, (303) 659-7373 (The above described parties shall be collectively referred to as the “Applicants”). Please send all pleadings and correspondence to: William B. Tourtillott, Esq., Brian M. Nazarenus, Esq., Carolyn F. Burr, Esq., Friedlob Sanderson Paulson & Tourtillott, LLC, 1775 Sherman Street, Twenty-First Floor, Denver, Colorado 80203 (Attorneys for East Cherry Creek Valley Water and Sanitation District); and John P. Akolt, III, Esq., 1022 Pearl Street, Denver, Colorado 80203 and Kathleen M. Kulasza, Esq., P. O. Box 1106, Evergreen, Colorado 80437 (Attorneys for United Water & Sanitation District and Farmers Reservoir and Irrigation Company). APPLICATION FOR CHANGE OF WATER RIGHTS, APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, IN MORGAN AND WELD COUNTIES. 2. Introduction. Pursuant to an Agreement dated December 18, 2003 between ECCV, United and FRICO (the “December 18, 2003 Agreement”), ECCV has purchased a substantial portion of the Subject Water Rights, with United or its affiliates owning the remaining portion of the rights or having a contractual right to use the portion of the rights owed by ECCV that are not needed by ECCV for its Phase 1 Water deliveries. In accordance with the December 18, 2003 Agreement, the Applicants are hereby seeking to change the Subject Water Rights for the primary purpose of enabling the delivery to ECCV of its Phase 1 Water through the United Conjunctive Use Project by using the Subject Water Rights as a source of replacement, substitute supply, and augmentation for the United Conjunctive Use Project, which is being adjudicated in Case Nos. 02CW105, and for applications contemporaneously filed with this application that seek to adjudicate exchanges within Beebe Draw and the FRICO Barr Lake and Milton Lake divisions, and that seek a “system wide” change of the water rights for the Barr and Milton divisions. Applicants also seek to integrate United’s interest in the Subject Water Rights with the United Conjunctive Use Project, and this interest may also continue to be used for irrigation and operational purposes at the 70 Ranch. Nothing herein shall be deemed to modify or alter the rights and obligations of parties to the December 18, 2003 Agreement. 3. The Subject Water Rights. Applicants seek to change for the uses requested herein the following water rights and rights to use water (the “Subject Water Rights”):

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3.1 Six (6) shares out of 200 outstanding shares of capital stock in the Lower Latham Ditch Company. The following structures and water rights are associated with said shares: 3.1.1 Lower Latham Ditch, the decreed point of diversion of which is the Northeast 1/4 of Section 31, Township 5 North, Range 64 West, 6th P.M., Weld County, Colorado. The following water rights are decreed for the Lower Latham Ditch: a. Lower Latham Ditch (Original Construction), adjudicated in Case No. 6009 on April 28, 1883 for 20.4 c.f.s., with an appropriation date of May 12, 1869; b. Lower Latham Ditch (1st Enlargement), adjudicated in Case No. 6009 on April 28, 1883 for 35.77 c.f.s., with an appropriation date of December 12, 1874; c. Lower Latham Ditch (2nd Enlargement), adjudicated in Case No. 6009 on April 28, 1883 for 97.68 c.f.s., with an appropriation date of November 14, 1877; and d. Lower Latham Ditch (3rd Enlargement), adjudicated in Case No. 6009 on April 28, 1883 for 133.88 c.f.s., with an appropriation date of October 24, 1881. 3.1.2 Lower Latham Drain Ditch, the decreed location of which is in Sections 1 and 2, Township 4 North, and Section 36, Township 5 North, Range 66 West; Section 6, Township 4 North, Range 65 West; and Sections 31 and 32, Township 5 North, Range 65 West, 6th P.M., Weld County, Colorado. Adjudicated in an unnumbered Court Decree dated August 2, 1918 for 35.0 c.f.s., with an appropriation date of March 1, 1889. 3.2 Five and three-quarters (5.75) shares out of 156 outstanding shares of capital stock in the Lower Latham Reservoir Company. The decreed location of Lower Latham Reservoir is in all or parts of Sections 22, 26, 27, 34, and 35, Township 5 North, and Sections 2, 3, 4, and 5, Township 4 North, Range 65 West, 6th P.M., Weld County, Colorado. The inlet for Lower Latham Reservoir is the Union Ditch, the decreed location of which is on the east bank of the South Platte River at or near the Northeast corner of Section 18, Township 4 North, Range 66 West, 6th P.M., Weld County, Colorado. The following water rights are decreed for Lower Latham Reservoir: 3.2.1 4,352 acre feet of storage, adjudicated by the Denver District Court on August 2, 1918 in Civil Action No. 54658, with an appropriation date of June 23, 1898; 3.2.2 ,430 acre feet of storage, adjudicated by the Denver District Court on August 2, 1918 in Civil Action No. 54658, with an appropriation date of June 24, 1900; and 3.2.3 2,181 acre feet of storage, adjudicated by the Denver District Court on November 12, 1924 in Civil Action 54658, with an appropriation date of August 7, 1915. 3.3 A 4/23rds interest in and to 23/28ths of Priority No. 24 (such 4/23rds interest is hereinafter referred to as the Hardin Ditch/Peterson Water Right) for 28.0 c.f.s., originally decreed to the Hardin Ditch in Case No. 433 on November 21, 1895, with an appropriation date of February 21, 1884. In Case No. 2334 decreed on February 10, 1910, 23/28ths of Priority No. 24 (23.0 cfs) was transferred to the Hoover Ditch, the decreed point of diversion for which is on the north bank of the South Platte River in the Northwest 1/4 of the Northeast 1/4 of Section 15, Township 5 North, Range 64 West, 6th P.M., Weld County, Colorado. In Case No. W-3595 decreed on April 12, 1978, a 4/23rds interest (4.0 c.f.s.) in and to said 23/28ths of Priority No. 24 was transferred to the following additional points of diversion: 3.3.1 Peterson Well No. 1 (permit no. 12751-R), the decreed location of which is in the Northwest 1/4 of the Southwest 1/4 of Section 20, Township 5 North, Range 63 West, 6th P.M., Weld County, Colorado, at a point 3,400 feet south and 66 feet east of the Northwest corner of said Section 20; and 3.3.2 Peterson Well No 2 (permit no. 12752), the decreed location of which is in the Northwest 1/4 of the Southwest 1/4 of Section 20, Township 5 North, Range 63 West, 6th P.M., Weld County, Colorado, at a point 3,160 feet south and 36 feet east of the Northwest corner of said Section 20. 3.3.3 Case No. W-3595 also adjudicated to Peterson Well Nos. 1 and 2 their own priorities. The Peterson Well No. 1 has a water right for .098 cfs with a December 31, 1943 appropriation date. The Peterson Well No. 2 has a water right for 0.88 cfs with a February 20, 1957 appropriation date. 3.4 12.0 c.f.s. of the 22.0 c.f.s. decreed for the Illinois Ditch, originally decreed in Case No. 433 on November 21, 1895, with an appropriation date of January 1, 1876. On June 23, 1917, in Case No. 3764, the point of diversion of said 22.0 c.f.s. was transferred to the headgate of the Riverside Canal, which is on the north bank of the South Platte River in the Southwest 1/4 of the Southwest 1/4 of

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Section 20, Township 5 North, Range 63 West, 6th P.M., Weld County, Colorado. Water diverted under the water right for the Illinois Ditch is carried in the Riverside Canal to a turnout for the Illinois Ditch, which is located in the Southwest 1/4 of the Southwest 1/4 of Section 21, Township 5 North, Range 63 West, 6th P.M., at a point approximately 1,000 feet from the west line and 250 feet from the south line of said Section 21. 3.5 Recharge and replacement credits provided for in an Agreement dated December 10, 1993 between National Hog Farms and Riverside Irrigation District (the “1993 Agreement”), less the portion of the recharge and replacement credits from the 1993 Agreement that was assigned to the TH Ranch, LLC by special warranty deed recorded on June 10, 2003 at the Weld County Clerk and Recorder’s office, Reception No. 3072324. The following structures and water rights are the source of said recharge and replacement credits: 3.5.1 Recharge and replacement credits accruing from Reaches 1 and 2 of the Riverside Canal, as described and decreed in the Vancil Recharge Plan in Case No. 88CW221. The decreed location of Vancil Reservoir, which is an off-channel reservoir filled by the Riverside Canal, is in portions of Sections 28, 29, 32, and 33, Township 5 North, Range 56 West of the 6th P.M., Morgan County, Colorado. 3.5.2 Recharge and replacement credits accruing from the Riverside/National Hog Farms Recharge Facility, consisting of Pond No. 1 and Pond No. 2, as decreed in Case No. 88CW264(A) . The decreed location of Pond No. 1 is in the Southeast 1/4 of Section 5 and the West ½ and the Southeast 1/4 of Section 4, Township 4 North, Range 62 West, 6th P.M., Weld County, Colorado. The decreed location of Pond No. 2 is in the East ½ of Section 4 and the West ½ of Section 3, Township 4, Range 62 West, 6th P.M., Weld County, Colorado. Pond Nos. 1 and 2 are filled with water diverted by the Riverside Canal. Case No. 88CW264(A) adjudicated absolute and conditional water storage and recharge rights for the Riverside/National Hog Farms Recharge Facility to store 368 acre feet and 460 acre feet, respectively, in Pond Nos. 1 and 2, at a maximum rate of 80 c.f.s., with a November 4, 1988 appropriation date. 3.5.3 Recharge and replacement credits attributable to the sixty percent interest (60%) held by Riverside Reservoir and Land Company and Riverside Irrigation District in the Equus/Riverside Recharge Pond Nos. 1, 2, and 3, as decreed in Case No. 88CW239. Equus/Riverside Pond No. 1 is decreed for 570 acre feet in the South ½ of Section 4 and the North ½ of Section 9, Township 4 North, Range 61 West, 6th P.M., Weld County, Colorado. Equus/Riverside Pond No. 2 is decreed for 240 acre feet in the Southeast 1/4 of the Southeast 1/4 of Section 8 and the Northeast 1/4 of Section 17, Township 4 North, Range 61 West, 6th P.M., Weld County, Colorado. Equus/Riverside Pond No. 3 is decreed for 400 acre feet in the North ½ and the North ½ of the South ½ of Section 9, Township 4 North, Range 62 West, 6th P.M., Weld County, Colorado. The maximum diversion rate into Equus/Riverside Pond Nos. 1, 2, and 3 is 100 c.f.s., with a March 3, 1988 appropriation date for each water right. 3.5.4 Riverside Reservoir and Land Company and Riverside Irrigation District’s share of water from storage in Wildcat Reservoir (when said reservoir is constructed) as conditionally decreed in Case No. W- 8098-75, either by direct release to the South Platte River or by exchange. 3.6 The water rights decreed in Case No. 88CW264(B) for Well Nos. NFC-W1, NFC-W2, NFC-W3, and NFC-W4. The appropriation date for Well No. NFC-W1 is September 14, 1988, the amount of the water right for the well is 2.67 c.f.s., and the location of the well is in the Southeast 1/4 of the Northeast 1/4 of Section 35, Township 5 North, Range 63 West, 6th P.M., at a point 1,521 feet south of the north section line and 39 feet west of the east section line of said Section 35. The appropriation date for Well No. NFC-W2 is November 28, 1988, the amount of the water right for the well is 2.67 c.f.s., and the location of the well is in the Northwest 1/4 of the Southwest 1/4 of Section 36, Township 5 North, Range 63 West, 6th P.M., at a point 2,195 feet north of the south section line and 522 feet east of the west section line of said Section 36. The appropriation date for Well No. NFC-W3 is October 3, 1990, the amount of the water right for the well is 3.34 cfs, and the location of the well is in the Northeast 1/4 of the Southeast 1/4 of Section 35, Township 5 North, Range 63 West, 6th P.M., at a point 3,140 feet south of the north section line and 285 feet west of

December 2004 Resume Page 140 of 185 the east section line of said Section 35. The appropriation date for Well No. NFC-W4 is June 22, 1992, the amount of the water right for the well is 5.57 c.f.s., and the location of the well is in the Northeast 1/4 of the Northeast 1/4 of Section 7, Township 4 North, Range 62 West, 6th P.M. at a point 1,293 feet from the north section line and 468 feet from the east section line of said Section 7. 3.7 National Hog Farms Irrigation Pump No. 1, located in the Southeast 1/4 of the Southeast 1/4 of Section 1, Township 4 North, Range 63 West, 6th P.M., at a point whence the southeast corner of Section 1, Township 4 North, Range 63 West, 6th P.M. bears south 20 20' east approximately 750 feet. The water right for National Hog Farms Irrigation Pump No. 1 was decreed in Case No. 90CW217 for 6.68 c.f.s., with an appropriation date of May 30, 1989. 3.8 National Hog Farm Irrigation Pump No. 2, located in the Southwest 1/4 of the Southeast 1/4 of Section 27, Township 5 North, Range 63 West, 6th P.M., approximately 400 feet north of the south section line and approximately 2,500 feet west of the east section line of said Section 5. The water right for National Hog Farms Irrigation Pump No. 2 was decreed in 96CW624 for 1.67 c.f.s., with an appropriation date of March 21, 1996. 3.9 The Subject Water Rights described above have been used for replacement and irrigation purposes at the locations shown on Exhibit 1. 3.10 To the extent they exist, copies of summaries of diversion records for the Subject Water Rights (except the water rights described in paragraph 3.3, the historic consumptive use of which has already been adjudicated) are attached as Exhibit 2. 4. Claim for Change of Water Rights. 4.1 In order to enable use for the purposes of replacement, substitute supply, and augmentation as provided herein, Applicants seek a determination of the historic consumptive use and terms and conditions to prevent injury for the following portion of the water rights that are the subject of this proceeding: the six (6) shares of the Lower Latham Ditch Company; the 5.75 shares of the Lower Latham Reservoir Company; the 12.0 c.f.s. of the Illinois Ditch; the water rights decreed in Case No. 88CW264(B) for Well Nos. NFC-W1, NFC-W2, NFC-W3, and NFC-W4; and National Hog Farm Irrigation Pump Nos. 1 and 2. Determinations of the amount of credit available for the purposes of replacement, substitute supply, and augmentation have already been adjudicated for the remaining water rights that are the subject of this Application, and Applicants propose that said determinations shall govern in this proceeding. 4.2 Applicants seek a decree granting the right to use the Subject Water Rights for all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses within the service areas of ECCV and United as they now exist or may exist in the future. The service area of ECCV is located in Arapahoe County, Colorado, and depicted in Exhibit 3. The United service area is as approved by the Board of County Commissioners, Elbert County, Colorado. Applicants also claim the right to continue using the Subject Water Rights to irrigate the 70 Ranch Property, which consists of 13,740 acres owned in fee located in Weld County, Colorado, including all or parts of the following Sections: Township 4 North, Range 62 West of the 6th P.M., Sections 3, 5, 7, 17, and 18; Township 5 North, Range 62 West of the 6th P.M., Sections 3, 15, 17, 18, 19, 20, 29, 31, and 33; Township 4 North, Range 63 West of the 6th P.M., Sections 1, 2, 3, 10, 11, 12, 13, 14, and 15; Township 5 North, Range 63 West of the 6th P.M., Sections 9, 13, 17, 20, 21, 22, 23, 24, 27, 34, 35, and 36 All of the above land is owned in fee by 70 Ranch, LLC or its affiliates, or is land upon which the use of the water claimed in this application has been granted to the applicants by the fee owners. Water claimed under this application may additionally be used, from time to time, as part of the 70 Ranch operations and as part of a continuing reclamation program from previous uses of the State Lease Lands by previous owners on an additional 7,000 acres of land owned by the Colorado State Board of Land Commissioners, leased as part of the 70 Ranch pursuant to State Lease No. S-39469 (“State Lease Lands”). The State Lease Lands consist of all or portions of Sections 26 and 36, Township 5 North, Range 63 West; Sections 16, 28, 30 and 32, Township 5 North, Range 62 West; Sections

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4, 6, and 8, Township 4 North, Range 62 West, all in Weld County, Colorado. Notwithstanding the use, from time to time, for irrigation of the State Lease Lands, no part of this Application shall be deemed to be a claim for a permanent water right for the irrigation of the State Lease Lands. The Applicants assert the right to redirect the use of any water claimed by this Application from the State Lease Lands to the other 70 Ranch Property and the other uses claimed in this application at any time and at the sole discretion of the Applicants. 4.3 Water from the Subject Water Rights may be applied to immediate beneficial use, or may be accreted into the alluvium of the South Platte River to be managed as a source of augmentation, replacement, and substitute supply, or may be retained as “stored” or banked water in alluvial storage locations on the 70 Ranch Property consistent with the principles set forth by the Colorado Supreme Court in Board of County Commissioners of the County of Park v. Park County Sportsmen’s Ranch, 45 P.3rd 693 (Colo. 2002). Water from the Subject Water Rights would be diverted at the following points of diversion for delivery to such storage or banking on the 70 Ranch Property: 4.3.1 United Diversion Facility No. 1. With agreement of Riverside, at the existing headgate of the Riverside Canal for delivery to storage or banking on the 70 Ranch Property. Absent agreement with Riverside, the United Diversion Facility No. 1 will be located on the north bank of the South Platte River in the Southwest ½ of the Southwest 1/4 of Section 20, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado, between the headgate of the Riverside Canal and the west section line of Section 20, Township 5 North, Range 63 West of the 6th P.M. at a location to be established within the reach to be identified, approximately 200 yards in extent. The United Diversion Facility No. 1 may additionally consist of one or more tributary wells or a well gallery extending parallel to the South Platte River within such proximity as to have no delayed depletive effects to the river and as such may be administered as a surface diversion. 4.3.2 United Diversion Facility No. 2. One or more surface diversion facilities to be constructed on the north and south banks of the South Platte River as the river traverses over and across Section 34, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado, and the Northeast 1/4 of the Northeast 1/4 of Section 3, Township 4 North, Range 63 West of the 6th P.M., Weld County, Colorado. The United Diversion Facility No. 2 may additionally consist of one or more tributary wells or a well gallery extending parallel to the South Platte River within such proximity as to have no delayed depletive effects to the river and as such may be administered as a surface diversion. 4.3.3 United Diversion Facility 4. Additional diversion rights and uses claimed in this Application for the wells that are more particularly identified on Exhibit 4 attached hereto and incorporated herein. 4.4 Applicants seek to use the replacement, substitute supply, and augmentation credits from the Subject Water Rights to offset depletions to the South Platte River resulting from the United Conjunctive Use Project, which is being adjudicated in Case No. 02CW105. Applicants seek to use the replacement, substitute supply, and augmentation credits from the Subject Water Rights pursuant to applications contemporaneously filed with this application that seek to adjudicate exchanges within Beebe Draw and the FRICO Barr Lake and Milton Lake divisions, and that seek a “system wide” change of the water rights for the Barr and Milton divisions. 4.5 Any water diverted pursuant to the Subject Water Rights that is returned to the South Platte River or its alluvium is claimed by the Applicants for rediversion or as a credit for replacement, substitute supply, and augmentation. Such subsequent use shall not be counted against the aggregate amount of credit decreed for the Subject Water Rights. 5. Claims for Appropriative Rights of Substitution and Exchange. Pursuant to C.R.S. §§37-80-120, 37-83-104, and 37-92-302(1)(a), Applicants seek to adjudicate the following appropriative rights of substitution and exchange: 5.1 An exchange from the segment of the South Platte River adjacent to the 70 Ranch up the South Platte River to its confluence with Beebe Draw, and then up Beebe Draw, whereby water that is physically available to the Applicants under the Subject Water Rights is delivered to supply downstream appropriators on the South Platte River and an equivalent amount of water is diverted from the

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Beebe Draw for direct use or for storage for subsequent uses described in paragraphs 4.2 and 4.4 above. 5.1.1 The exchange reach on the South Platte River shall extend from the downstream point in the Southeast 1/4 of Section 20, Township 4 North, Range 56 West of the 6th P.M., at which point replacement and substitute supply credits from the Subject Water Rights will enter the South Platte River (the greater extent of substitution and exchange, however, will reach the South Platte River in closer proximity to the 70 Ranch Property described in paragraph 4.2 above), to the upstream point at confluence of the South Platte River and the alluvium of the Beebe Draw. 5.1.2 The exchange reach within the Beebe Draw shall extend from the downstream point at the confluence of the Beebe Draw alluvium with the South Platte River to the upstream point at Barr Lake, the dike of which is located in Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.1.3 The claimed rate of exchange is 50 c.f.s., and the appropriation date is December 18, 2003. 5.2 An exchange from the segment of the South Platte River adjacent to the 70 Ranch up the South Platte River to its confluence with Box Elder Creek, and then up Box Elder Creek, whereby water that is physically available to the Applicants under the Subject Water Rights is delivered to supply downstream appropriators on the South Platte River and an equivalent amount of water is diverted from Box Elder Creek downstream of the Henrylyn Irrigation District lands (or within the Henrylyn Irrigation District lands with the permission of said district) for direct use or for storage for subsequent uses described in paragraphs 4.2 and 4.4 above. With the agreement of the Henrylyn Irrigation District, water diverted under this exchange may be diverted from Box Elder Creek and the Box Elder Alluvium as the same exists between the Bootleg Reservoir site in Section 1, Township 1 South, Range 65 West of the 6th P.M., Adams County, Colorado and the confluence of the South Platte River. 5.2.1 The exchange reach on the South Platte River shall extend from the downstream point in the Southeast 1/4 of Section 20, Township 4 North, Range 56 West of the 6th P.M., at which point replacement and substitute supply credits from the Subject Water Rights will enter the South Platte River (the greater extent of substitution and exchange, however, will reach the South Platte River in closer proximity to the 70 Ranch Property described in paragraph 4.2 above), to the upstream point at confluence of the South Platte River and Box Elder Creek. 5.2.2 The exchange reach on Box Elder Creek shall extend from the downstream point at the confluence of Box Elder Creek with the South Platte River to the upstream point, with the agreement of the Henrylyn Irrigation District, at the Bootleg Reservoir site in Section 1, Township 1 South, Range 65 West of the 6th P.M., Adams County, Colorado. With the agreement of the Henrylyn Irrigation District, such water may be exchanged within the Henrylyn Irrigation System, transported to Beebe Draw, and stored in the Beebe Draw alluvium as provided herein or traded with FRICO for use and storage in the Beebe Draw alluvium, Barr Lake or Milton Lake. 5.2.3 The claimed rate of exchange is 50 c.f.s., and the appropriation date is December 18, 2003 6. Ownership of all points of diversion and use are owned by the Applicants or affiliates of the Applicants. Use of facilities owned by the Riverside Irrigation District/Riverside Reservoir and Land Company and the Henrylyn Irrigation District will be by agreement with the owners thereof, which permission shall be requested by the Applicants.

04CW357 BIJOU IRRIGATION COMPANY, 229 Prospect Street, P.O. Box 972, Fort Morgan, CO 80701, Telephone: (970)867-2222. (Michael D. Shimmin and Lisa C. Ledet, P.O. Box 871, Boulder, CO 80306 (303-443-6151). APPLICATION FOR WATER RIGHTS, INCLUDING DIRECT FLOW, STORAGE, GROUND WATER RECHARGE, AND AUGMENTATION, IN WELD AND MORGAN COUNTIES. 2. Name of structures: A. Bijou Canal; B. Landowner Recharge Ponds as listed and described in Paragraph 3.B., below. 3. Legal description of point of diversion: A. Water will be diverted from the South Platte River through the Bijou Canal. It is an existing ditch which diverts from the South side of South Platte River in the NE 1/4 NE 1/4 of Section 13, Township 4 North, Range 63 West, 6th P.M., Weld

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County, Colorado; B. Water diverted through the South Platte River will be delivered through the Bijou Canal and its laterals to several water storage and ground water recharge ponds, located and described as follows: RECHARGE PONDS SURFACE DAM POND CAPACITY AREA HEIGHT LOCATION Jordan / Axton 120 acre feet 20 acres 10 feet S 1/2, Sec. 33, T4N, R59W Knutson 1 7 acre feet 1.57 acres 4 feet NE 1/4 SE 1/4, Sec. 23, T4N, R61W Knutson 2 4 acre feet 1.9 acres 2 feet NE 1/4 SE 1/4, Sec. 23, T4N, R61W Knutson 3 1 acre foot 0.29 acres 4 feet SE 1/4 SE 1/4, Sec. 23, T4N, R61W Knutson 4 1 acre foot 0.27 acres 4 feet SE 1/4 SE 1/4, Sec. 23, T4N, R61W Graff 3 64 acre feet 4 acres 10 feet SW 1/4 SW 1/4, Sec. 2, T3N, R59W Graff 4 64 acre feet 4 acres 10 feet SW 1/4 SW 1/4, Sec. 2, T3N, R59W Newman 100 acre feet 6 acres 10 feet NW 1/4 SE 1/4, Sec. 21, T4N, R60W Jones 100 acre feet 6 acres 10 feet SW 1/4 SE 1/4, Sec. 23, T3N, R61W Arenes 1 100 acre feet 8 acres 10 feet N 1/2 S 1/2, Sec. 33, T4N, R59W Arenes 2 100 acre feet 8 acres 10 feet N 1/2 S 1/2, Sec. 33, T4N, R59W Arenes 3 100 acre feet 9 acres 10 feet N 1/2 S 1/2, Sec. 33, T4N, R59W 4. Source: South Platte River. 5. Date and manner of initiation of appropriation: December 7, 2004, by adoption of Board Resolution stating intent to appropriate, by entering into agreements with landowners for the recharge sites, by posting signs, and by publishing notice of intent to appropriate in the Fort Morgan Times. 6. Amount claimed: 350 c.f.s., at the Bijou Canal Headgate, up to a total annual volume of 7600 acre feet, conditional. 7. Use or proposed use: The primary use of water will be for recharge and augmentation purposes to replace depletions by wells located within the Bijou Irrigation Company’s service area, and other wells owned by individuals upon whose land the storage and recharge ponds will be constructed. Bijou Irrigation Company has entered into written agreements with all of said landowners which allocate the augmentation credits to be generated by the exercise of this water right. The primary use of Bijou’s share of this water will be for recharge and augmentation purposes to provide supplemental augmentation credits for use in Bijou’s previously decreed company augmentation plan, which is decreed in Case Nos. W-2704 and W-9172-78, Water Court for Water Division No. 1 (“Bijou Plan”). A list of those wells is attached and incorporated as Exhibit A. The primary use of the landowners’ share of this water will be to replace depletions caused by wells owned by those landowners. Those wells are listed in Exhibit B, attached and incorporated in this Application. Because it is impossible to match the timing of depletions from wells, there may be excess credits generated beyond the needs of wells within the Bijou service area and those owned by the individual landowners. Any such excess credits may be used for general augmentation

December 2004 Resume Page 144 of 185 purposes outside of the Bijou Irrigation Company’s service area in accordance with the written agreements between Bijou and the landowners, in accordance with law, and subject to the approval of the State Engineer or Water Court. 8. Bijou Plan and calculation of augmentation credits: A. The Bijou Plan provides augmentation water to replace depletions resulting from the consumptive use of water pumped from the approximately 200 wells shown on Exhibit A. Under previous decrees, augmentation water has been recharged to the aquifer at several individual recharge sites and through the Bijou Canal. The decree in Case Nos. W-2704 and W-9172-78 includes detailed accounting procedures for administering the Bijou Plan, which has been in operation for approximately 18 years. This operational experience has indicated that in certain dry years, additional augmentation credits will be needed to fully cover all of the wells under the Bijou system. In order to supplement its supply of augmentation credits, Bijou has entered into agreements with the individual landowners listed in this Application to construct additional recharge sites. B. The existing Bijou Plan is operated pursuant to detailed terms and conditions contained in the decree entered in Case Nos. W-2704 and W-9172-78. These operations include performing detailed calculations of stream depletions and accretions, and completing accounting forms which summarize these calculations and the augmentation operations. Bijou requests the right to incorporate the additional accretions from the ditch seepage losses and the recharge sites described in this Application into the existing accounting procedures so that the Bijou Plan and this plan will operate in a consistent and unified manner. The accounting procedures used in the Bijou Plan are summarized as follows: a. The owner or operator of each farm with wells included in the plan reports the types and crops and number of acres irrigated by wells prior to May 1 of each year. b. The total irrigation water requirement for the lands irrigated by wells is determined on a monthly basis using the modified Blaney-Criddle method. c. The total surface water supply delivered to lands irrigated by wells is determined from records maintained by Bijou. d. The consumptive use of ground water is calculated for each well as the difference between the total irrigation requirement and the portion of the total irrigation requirement satisfied by surface water. e. The lagged effects of ground water consumption are determined using the Stream Depletion Factor (SDF) methodology developed by the U.S.G.S. f. The amount of recharge is determined by performing water balance calculations, including reductions for evaporation, for each recharge site and for each ditch reach. g. The lagged effects of recharge accretions are determined using the SDF methodology. h. The cumulative net effects on the South Platte River are determined as the difference between the lagged depletions due to consumption of ground water and the lagged accretions due to recharge. C. Under this water right, augmentation accretions attributable to recharge at all of the new recharge sites described herein will be calculated using the accretion steps listed above and the SDF values for each recharge site, as listed below. Augmentation accretions attributable to seepage losses within the Bijou Canal and its laterals above the recharge sites will be calculated by canal reach using the same methodology and values currently used under the Bijou Plan. New canal reaches for lateral ditches not decreed in the Bijou Plan will use the SDF factors listed below. The accounting forms currently used for the Bijou Plan will be modified slightly to include the accretions attributable to diversion and recharge under this case. SDF values for recharge ponds: Recharge Ponds POND SDF VALUE Jordan / Axton 4475 Knutson 1 86 Knutson 2 108 Knutson 3 116 Knutson 4 130 Graff 3 5170 Graff 4 5170

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Newman 605 Jones 108 Arenes 1 4680 Arenes 2 4680 Arenes 3 4680 D. Pursuant to the written agreements between Bijou and the landowners, certain augmentation credits are allocated to Bijou, and certain credits are allocated to the landowners. All augmentation credits attributable to diversions under this case will be calculated using the methodologies described above, and then divided between Bijou and the landowners in accordance with those written agreements. The Bijou share of said credits will be used in the Bijou Plan or as excess credits as described above. The landowners’ share will be used by the landowners, as described in Paragraph 7. 9. Name and address of owner of land on which points of diversion and place of use are located: A. The Bijou Canal headgate is located on land owned by the Bijou Irrigation Company. B. The storage and recharge ponds are located on lands owned by the following individuals, all of whom have written agreements with the Bijou Irrigation Company which specifically contemplate the filing of this Application: PONDS OWNERS Jordan / Axton Alan Axton and Jon Lengel c/o Alan Axton 23502 WCR 63 Kersey, CO 80644 Knutson 1 – 4 Paul Knutson 46988 County Road 42.5 Orchard, CO 80649 Graff 3 – 4 Randolph D. and Bethel A. Graff 18519 Road 12 Ft. Morgan, CO 80701 Newman Jerry and Carolyn Newman 16 Carrie Court Ft. Morgan, CO 80701 Jones John Edward Jones c/o Tom Jones 17042 Morgan County Road 2 Wiggins, CO 80654 Arenes 1 – 3 John Arenes 18210 County Road 8 Wiggins, CO 80654 10. Remarks: It is the intent of this Application to adjudicate all elements necessary for the Bijou Irrigation Company to utilize its share of augmentation credits resulting from the exercise of the water rights described above as a supplemental source of augmentation credits for its existing augmentation plan previously decreed in Case Nos. W-2704 and W-9172-78 or as excess credits. Bijou is not seeking any change or modification to its previous augmentation plan decrees. It is not the intent of this Application to adjudicate an augmentation plan to cover any wells not already included in the Bijou Plan. Use of the augmentation credits resulting from this case to cover any well not currently included in the Bijou Plan will be subject to the separate approval of the State Engineer or Water Court.

04CW358 THE CITY OF LOVELAND IN THE BIG THOMPSON RIVER, IN LARIMER COUNTY, c/o Larry Howard, 500 East Third Street, Loveland, Colorado 80537, Telephone:

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(970) 962-3000. Please direct all correspondence or inquiries regarding this matter to: Brian M. Nazarenus, Esq., Friedlob Sanderson Paulson & Tourtillott, LLC, 1775 Sherman Street, 21st Floor, Denver, Colorado 80203, (303) 571-1400 (Attorneys for City of Loveland). APPLICATION FOR WATER RIGHTS, IN LARIMER COUNTY. 2. Claim for Direct Flow Water Right. By this Application, the City of Loveland (“Loveland”) seeks to adjudicate both absolute and conditional direct flow water rights for the Loveland Pipeline. a. Name of Structure: Loveland Pipeline: i. Legal Description: The Loveland Pipeline diverts from a point located on the north bank of the Big Thompson River in the N/W 1/4 of the SW 1/4 of the SW 1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M. ii. Source: Big Thompson River. iii. Amount Claimed: 18.4 cfs ABSOLUTE. 52.9 cfs CONDITIONAL. iv. Appropriation Date: July 30, 1995. v. How Appropriation was Initiated/Date Applied to Beneficial Use: On or about July 30, 1995, during a period of free river, Loveland diverted approximately 18.4 cfs at the Loveland Pipeline and applied the water to beneficial uses in the Loveland municipal system. vi. Uses: The water rights claimed herein may be used directly and subsequently used, reused, and successively used to extinction for all municipal uses, including without limitation domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection and suppression, sewage treatment, street sprinkling, recreational, aesthetic, piscatorial, wildlife preservation, maintenance of operating detention, for exchange purposes or for replacement of depletions resulting from the use of water from other sources, and all other beneficial purposes related to, occurring or deriving from the operation of Loveland’s municipal water and sewer system. 3. Name and Address of Owner of Land on Which Structures are Located: City of Loveland, Department of Water and Power, 200 North Wilson Avenue, Loveland, Colorado 80537. WHEREFORE, Loveland respectfully requests that the Court grant this Application and enter a decree awarding Loveland absolute and conditional direct flow water rights for the Loveland Pipeline.

04CW359 BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD, STATE OF COLORADO, 915 10th Street, P.O. Box 758, Greeley, Colorado, 80632, Telephone (970) 356-4000 ( c/o Lee D. Morrison, Assistant Weld County Attorney, 915 Tenth Street, P.O. Box 758, Greeley, CO 80632). APPLICATION FOR UNDERGROUND WATER RIGHT AND PLAN FOR AUGMENTATION, IN WELD COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHT. 2) The Name and Location of the Structure is Weld County Dust Control Well #1 (hereinafter “Well”), which is permitted as Well Permit #50426-F. The well permit identified is for use of the well in previously approved substitute water supply plans, which included the uses claimed herein. Applicant has not yet filed an application for a well permit under this application and plan for augmentation, but will do so in conjunction with the application for a temporary substitute water supply plan while this application is pending. The well is located in the NE ¼ of the SW ¼, Section 31, T6N, R65W, 6th P.M., Weld County, Colorado, at a point approximately 2580 feet from the South Section Line and 1390 feet from the West Section Line. 3) The source of the water for the well is ground water from the alluvium hydraulically connected to the Cache la Poudre River, a tributary of the South Platte River. 4) The depth of the well is 60 feet. 5) Appropriation was dated June 4, 1998 and was initiated by application for the well permit and the date water was applied to beneficial use was August 20, 1998. 6) The Amount of Water Claimed is 2.23 cfs (1,000 gpm), conditional and 75.0 acre-feet annually, conditional. 7) Proposed Use: The water from the Well will be used in association with gravel mining including operating air emissions control devices and otherwise controlling fugitive particulate emissions; washing and processing sand, gravel and aggregate; washing equipment; accounting for evaporative losses of water from mined materials stockpiled at the site or removed from the site; irrigating and reclaiming mine sites and maintaining wetlands. Water will be utilized for other public purposes including the construction and maintenance of and

December 2004 Resume Page 147 of 185 control of fugitive particulate emissions from public roads and other public sites, the irrigation of landscaping and reclamation of construction sites for public facilities, and fire suppression and emergency response. APPLICATION FOR PLAN FOR AUGMENTATION. 8) The structure to be augmented is the Weld County Dust Control Well #1 described above. 9) Source of Augmentation Water: Augmentation will be provided by use of a portion of the 300 acre-feet of consumptive reuse credits perpetually leased from the City of Greeley pursuant to an agreement entitled PERPETUAL LEASE of FULLY CONSUMABLE WATER, dated November 10, 2004, and recorded at reception #3242334 on December 8, 2004 in the records of the Weld County Clerk and Recorder. Applicant’s diversion at the location described above will cause depletions to the Cache la Poudre River which will be replaced by the delivery of the reuse credits at the outfall to the Cache la Poudre from the Greeley Municipal Wastewater Treatment Facility pursuant to the PERPETUAL LEASE. The Wastewater Treatment Plant outfall is located on the North bank of the Cache la Poudre River in Section 4, T5N, R66W of the 6th P.M., Weld County, Colorado, at a point approximately 620 feet from the West Section Line and 360 feet from the South Section Line. 10) Statement of Plan for Augmentation: Diversions from Applicant’s Well shall not exceed 75.0 acre-feet annually. This pumping will cause depletions to the Cache la Poudre River. To the extent these depletions are out-of-priority, this plan of augmentation will sufficiently replace these depletions in quantity, time and location to prevent injury to senior water rights. The water from the Well will be used in association with gravel mining including operating air emissions control devices and otherwise controlling fugitive particulate emissions; washing and processing sand, gravel and aggregate; washing equipment; accounting for evaporative losses of water from mined materials stockpiled at the site or removed from the site; irrigating and reclaiming mine sites and maintaining wetlands. Water will be utilized for other public purposes including the construction and maintenance of and control of fugitive particulate emissions from public roads and other public sites, the irrigation of landscaping and reclamation of construction sites for public facilities, and fire suppression and emergency response. It is assumed that water will be fully consumed resulting in depletions to the Cache la Poudre River. Depletions in the stream system do not necessarily occur at the same time of actual pumping because of the delayed impact of well pumping on the stream system. To calculate the lagged effect from pumping this Well, an alluvial aquifer model with the following parameters was used: The pumping well is placed at a distance 275 feet from the river, The transmissivity used is 120,000 gallons per day per foot, The specific yield used is 0.2. The distance from the river to the impermeable boundary is 2,700 feet. Applicant will replace out-of- priority depletions that cause material injury to senior vested water rights from the source described in herein. Applicant shall install an appropriate measuring device, record well pumping, and provide accounting to the State and Division Engineer. 10) Name and Address of Owner of the Structure: Applicant owns the structure and land on which the water will be beneficially used. The City of Greeley owns the Wastewater Treatment Facility and the City’s mailing address for said facility is: Director, Water and Sewer Department, City of Greeley, 1100 10th Street, 3rd Floor, Greeley, Colorado 80631.

04CW360 (82CW116, 81CW403 and W-8033-75) COLONY INVESTMENTS, INC., 10475 Park Meadows Drive, Suite 600, Lone Tree, CO 80124 (Stephen H. Leonhardt, BURNS, FIGA & WILL P.C., Attorneys for Applicant, 6400 S. Fiddlers Green Circle, Suite 1030, Englewood, CO 80111, (303) 796-2626, [email protected]), APPLICATION FOR CHANGES OF NONTRIBUTARY GROUND WATER RIGHTS, IN DOUGLAS COUNTY. 2. Aquifer and Location of Groundwater; Ownership of Wells and Land: i) The property involved in this Application is located in parts of Sections 13, 14, 15, 21, 22, 23, and 24, Township 6 South, Range 67 West, consisting of 3,514 acres. Applicant owns the ground water rights previously decreed in connection with these lands, including those which are the subject of this Application.

December 2004 Resume Page 148 of 185 ii) The water rights described below are decreed to be withdrawn from the nontributary Lower Dawson, Denver, and Laramie-Fox Hills aquifers underlying certain lands located in Douglas County, Colorado. The decreed well sites are located in Sections 13, 14, 15, 22, 23, and 24, T6S, R67W, 6th P.M., as more particularly described below. Applicant owns the wells and the water rights (the only wells completed in these aquifers are the dually completed Denver/Arapahoe wells, Well Nos. RRC-1 and RRC-2). Applicant owns most of the subject lands described above, and has retained ownership of the subject wells and water rights located on others’ lands. The table in paragraph 4.C summarizes the annual volumes available under prior decrees. No part of the acreage from which the water will be withdrawn lies within a designated ground water basin. No claim is made herein for any volumes of water in addition to those previously decreed. 3. Purposes of Application: The purposes of this Application are to adjudicate certain specified future additional, replacement, supplemental and/or alternate point of diversion wells; and to confirm Colony’s right to withdraw certain volumes of water annually from the Lower Dawson, Denver, and Laramie-Fox Hills aquifers pursuant to the decreed rights described below through any or all of such future wells and the previously decreed wells described in paragraph 4.C. Maps showing the currently decreed well locations and proposed alternate points of diversion are Exhibits A, B, and C to the Application on file with the Water Clerk. 4. Description of Current Decreed Wells and Water Rights for which Changes are Sought: A. Initial Decrees i) Well Nos. LD-1 through LD-8, as described below, were initially decreed in Case. No. 82CW116 (Water Division 1), entered January 29, 1985, with an appropriation date of April 16, 1982. ii) Well Nos. RRC-1 and RRC-2, as described below, were initially decreed in Case No. W-8033-75 (Water Division 1), entered May 31, 1977, with appropriation date December 6, 1972. iii) Wells DE-1 through DE-12, as described below, were initially decreed in Case No. 81CW403 (Water Division 1), entered April 11, 1985, with appropriation date November 18, 1981. iv) Wells LFH- 1 though LFH-6, as described below, were initially decreed in Case No. 81CW403 (Water Division 1), entered April 11, 1985, with appropriation date November 18, 1981. B. Previous Change Decrees: i) The water right for Well No. DE-3 was changed to a new location, and Well Nos. DE-2, DE-4 and DE-7 were decreed as alternate points of diversion for Well No. DE-3 in Case No. 99CW221, Water Division 1, decree entered August 11, 2000. That decree also enlarged the previously decreed amounts for Wells DE-2, DE-4 and DE-7 by an amount equal to that previously decreed to Well No. DE-3 (63 af/y). ii) Correction to the decreed location of Well No. RRC-1, and other changes to the water rights previously decreed to Well Nos. RRC-1 and RRC-2, are pending in Case No. 03CW258. iii) Changes to the decreed locations for Well Nos. LD-1 and LFH-1 are pending in Case No. 04CW306. C. Existing Decreed Locations and Decreed Amounts: The water rights for Well Nos. LD-1 through LD-8; RRC-1 and RRC-2; DE- 1 through DE-12; and LFH-1 through LFH-6 have been previously decreed as follows: Well # Permit Location Source Decreed Amount/Flow Rate LD-1 SE ¼, NW ¼ of Sec. 15, Lower 96 a.f./yr./100 gpm. T6S, R67W, 6th P.M., 2700 Dawson FSL and 2900 FEL. LD-2 SW ¼, NE ¼ of Sec. 14, Lower 88 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 2825 Dawson FSL and 2550 FEL. LD-3 SW ¼, NE ¼ of Sec. 13, Lower 81 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 2850 Dawson FSL and 2900 FWL. LD-4 NE ¼, NE ¼ of Sec. 22, Lower 140 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 850 Dawson FNL and 800 FEL.

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LD-5 NW ¼, NW ¼ of Sec. 24, Lower 80 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 175 Dawson FNL and 75 FWL. LD-6 NE ¼, SW ¼ of Sec. 22, Lower 143 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 2800 Dawson FNL and 2750 FEL. LD-7 NW ¼, SE ¼ of Sec. 23, Lower 122 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 2800 Dawson FNL and 2650 FWL LD-8 NW ¼, SE ¼ of Sec. 24, Lower 71 a.f./yr./ 100 gpm. T6S, R67W, 6th P.M., 2800 Dawson FNL and 2750 FWL. RRC-1 018734F/0 SE ¼, SE ¼ of Sec. 13, Denver & 400 a.f./yr./ 0.67 c.f.s. (of 18742F T6S, R67W, 6th P.M., at a Arapahoe this volume, the well point 950 feet North and permits show 220 a.f./yr. 675 feet West of the SE attributable to the Denver corner of said Sec. 13. Formation) RRC-2 018732F/0 SE ¼, NE ¼ of Sec. 15, Denver & 420 a.f./yr./ 0.67 c.f.s. (of 18737F T6S, R67W, 6th P.M., at a Arapahoe this volume, the well point 2125 feet South and permits show 220 a.f./yr. 525 feet West of the NE attributable to the Denver corner of said Sec. 15. Formation)

DE-1 26540-F 2050 FNL, 1400 FWL, SE Denver 69 a.f./yr./ 100 gpm. ¼, NW ¼ of Sec. 15, T6S, R67W, 6th P.M. DE-2 26541-F 1400 FNL, 2200 FEL, SW Denver 61 a.f./yr./ 100 gpm. ¼, NE ¼ of Sec. 14, T6S, R67W, 6th P.M. DE-3 26542-F 2550 FNL and 2150 FEL, Denver 63 a.f./yr./ 100 gpm. SW ¼, NE ¼ of Sec. 13, T6S, R67W, 6th P.M. DE-4 26543-F 1000 FSL, 2450 FEL, SW Denver 61 a.f./yr./ 100 gpm. ¼, SE ¼ of Sec. 14, T6S, R67W, 6th P.M. DE-5 26544-F 400 FNL, 1600 FWL, NE Denver 65 a.f./yr./ 100 gpm. ¼, NW ¼ of Sec. 22, T6S, R67W, 6th P.M. DE-6 26545-F 850 FNL, 250 FEL, NE ¼, Denver 75 a.f./yr./ 100 gpm. NE ¼ of Sec. 22, T6S, R67W, 6th P.M. DE-7 26546-F 400 FNL, 400 FWL, NW Denver 55 a.f./yr./ 100 gpm. ¼, NW ¼ of Sec. 24, T6S, R67W, 6th P.M. DE-8 26547-F 1600 FSL, 1600 FEL, NW Denver 57 a.f./yr./ 100 gpm. ¼, SE ¼ of Sec. 24, T6S, R67W, 6th P.M. DE-9 26548-F 1750 FSL, 400 FWL, NW Denver 63 a.f./yr./ 100 gpm. ¼, SW ¼ of Sec. 24, T6S,

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R67W, 6th P.M. DE-10 26549-F 2500 FNL, 2400 FWL, SE Denver 73 a.f./yr./ 100 gpm. ¼, NW ¼ of Sec. 23, T6S, R67W, 6th P.M. DE-11 26550-F 1500 FSL, 1100 FEL, NE Denver 93 a.f./yr./ 100 gpm. ¼, SE ¼ of Sec. 22, T6S, R67W, 6th P.M. DE-12 26551-F 1400 FSL, 800 FWL, NW Denver 83 a.f./yr./ 100 gpm. ¼, SW ¼ of Sec. 22, T6S, R67W, 6th P.M. LFH-1 26534-F 2500 FSL, 2500 FWL, NE Laramie- 162 a.f./yr./ 125 gpm. ¼, SW ¼ of Sec. 15, T6S, Fox Hills R67W, 6th P.M. LFH-2 26535-F 2600 FSL, 2600 FWL, NE Laramie- 164 a.f./yr./ 125 gpm. ¼, SW ¼ of Sec. 14, T6S, Fox Hills R67W, 6th P.M. LFH-3 26536-F 2650 FSL, 2550 FEL, SW Laramie- 157 a.f./yr./ 125 gpm. ¼, NE ¼ of Sec. 13, T6S, Fox Hills R67W, 6th P.M. LFH-4 26537-F 2650 FSL, 2550 FEL, SW Laramie- 164 a.f./yr./ 125 gpm. ¼, NE ¼, of Sec. 24, T6S, Fox Hills R67W, 6th P.M. LFH-5 26538-F 2650 FSL, 2600 FEL, SW Laramie- 165 a.f./yr./ 125 gpm. ¼, NE ¼ of Sec. 23, T6S, Fox Hills R67W, 6th P.M. LFH-6 26539-F 2650 FSL, 2600 FWL, SE Laramie- 168 a.f./yr./ 125 gpm. ¼, NW ¼ of Sec. 22, T6S, Fox Hills R67W, 6th P.M. Note 1: Pursuant to the Decrees in Case Nos. W-8033-75, 81CW403, and 82CW116, all wells described in the table above were decreed as withdrawing water from nontributary aquifers. Note 2: The Decree in Case No. 82CW116 requires that Colony return to the South Platte River System four percent (4%) of the water diverted by the wells in the Lower Dawson Formation. Nothing in this Application seeks to change that requirement. Note 3: The total annual amounts decreed in Case Nos. 81CW403 and 82CW116 are subject to the Water Court’s retained jurisdiction to adjust those amounts based on geophysical data obtained from construction of the wells. Nothing in this Application seeks to change the retained jurisdiction provisions of those Decrees. D. Well permits: Well permits for the above-referenced wells have been issued, as described in the above table. Well Nos. RRC-1 and RRC-2 are the only wells listed that have been drilled. All permits except for those issued for Well Nos. RRC-1 and RRC-2 have expired. Applicant will file permit applications for all wells and the additional locations sought in this proceeding before such wells are drilled. E. Alternate Points of Diversion: The Decree in Case No. 82CW116 provided that with the exception of Well Nos. LD-2 and LD-3, each well decreed therein would serve as an alternate point of diversion for the other wells decreed therein provided that: (1) the annual withdrawal from each such well does not exceed one hundred twenty-five percent (125%) of the annual quantity decreed therein to each such well; (2) in any five (5) year period, the total amount pumped from any individual well does not exceed five (5) times the annual appropriation of that well; and (3) the total amount withdrawn from the Lower Dawson Formation in any one year by all of the wells to which rights are decreed therein does not exceed the sum of the annual appropriations of the wells which have been completed. Additionally, in Case No. 99CW221, Well Nos. DE-2, DE-4 and DE-7 were decreed as alternate

December 2004 Resume Page 151 of 185 points of diversion for the 63 a.f./yr. initially decreed to Well No. DE-3. F. Previous changes: The location of Well No. DE-3 was changed to the location identified above in Case No. 99CW221. In that case, Well Nos. DE-2, DE-4, and DE-7 (originally decreed in Case No. 81CW403) also were decreed for enlargement and as alternate points of diversion for 63 a.f./yr. from Well No. DE-3. Accordingly, the currently decreed amounts for each of these wells are as follows: Well Initial Decreed Amounts Enlargement Decree Total Decreed Case No. 81CW403 99CW221 Currently DE-2 61 a.f./yr. 63 a.f./yr. 124 a.f./yr. DE-3 63 a.f./yr. -- 63 a.f./yr. DE-4 61 a.f./yr. 63 a.f./yr. 124 a.f./yr. DE-7 55 a.f./yr. 63 a.f./yr. 118 a.f./yr. Note 1: Well Nos. DE-2, DE-4 and DE-7 each may divert up to the entire enlargement amount decreed in Case No. 99CW221 (as listed above), as alternate points of diversion for Well No. DE- 3. Pursuant to the decree entered in 99CW221, Applicant may exceed any pumping rate decreed for Well Nos. DE-2, DE-3, DE-4, and DE-7 to the extent necessary to obtain its full annual entitlement of ground water, provided that Applicant obtains a well permit for each well which allows such pumping rate. Applicant, however, may not expand these allowed annual amounts of withdrawal by “banking” as provided by the Statewide Nontributary Ground Water Rule, 8.A, 2 C.C.R. 402-7. CLAIM I 5. Colony seeks to obtain confirmation of the right to construct and use additional, replacement, supplemental and/or alternate point of diversion wells as described below: WELL # ADDITIONAL WELL LOCATIONS LD-2(A) SE1/4, SE1/4, Sec. 14, T6S, R67W, 6th P.M., 508 FSL, 349 FEL LD-3(A) NW1/4, SW1/4, Sec. 13, T6S, R67W, 6th P.M., 1905 FSL, 260 FWL LD-3(B) NE1/4, SE1/4 Sec. 13, T6S, R67W, 6th P.M., 1644 FSL, 1021 FEL LD-7(A) SW1/4, NW1/4, Sec. 23, T6S, R67W, 6th P.M., 2625 FNL, 141 FWL LD-7(B) SE1/4, SW1/4, Sec. 23, T6S, R67W, 6th P.M., 895 FSL, 2572 FWL LD-8(A) SE1/4, NW1/4, Sec. 24, T6S, R67W, 6th P.M., 2354 FNL, 1872 FWL LD-8(B) SE1/4, SE1/4, Sec. 24, T6S, R67W, 6th P.M., 1348 FSL, 1248 FEL DE-1(A) NE1/4, SW1/4, Sec. 15, T6S, R67W, 6th P.M., 2150 FSL, 2050 FWL DE-2(A) SE1/4, SE1/4, Sec. 14, T6S, R67W, 6th P.M., 510 FSL, 350 FEL DE-3(A) NW1/4, SW1/4, Sec. 13, T6S, R67W, 6th P.M., 1900 FSL, 252 FWL DE-3(B) NE1/4, SE1/4, Sec. 13, T6S, R67W, 6th P.M., 1642 FSL, 1014 FEL DE-4(A) SE1/4, SW1/4, Sec. 14, T6S, R67W, 6th P.M., 301 FSL, 2569 FWL DE-5(A) NW1/4, NE1/4, Sec. 22, T6S, R67W, 6th P.M., 171 FNL, 2338 FEL DE-9(A) NW1/4, SW1/4, Sec. 24, T6S, R67W, 6th P.M., 1555 FSL, 889 FWL DE-10(A) SW1/4, NW1/4, Sec. 23, T6S, R67W, 6th P.M., 2628 FNL, 135 FWL DE-10(B) SE1/4, SW1/4, Sec. 23, T6S, R67W, 6th P.M., 936 FSL, 2560 FWL LFH-2(A) SE1/4, SE1/4, Sec. 14, T6S, R67W, 6th P.M., 515 FSL, 335 FEL LFH-3(A) NW1/4, SW1/4, Sec. 13, T6S, R67W, 6th P.M., 1896 FSL, 262 FWL LFH-3(B) NE1/4, SE1/4, Sec. 13, T6S, R67W, 6th P.M., 1644 FSL, 1021 FEL LFH-4(A) SE1/4, NW1/4, Sec. 24, T6S, R67W, 6th P.M., 2359 FNL, 1882 FWL LFH-4(B) SE1/4, SE1/4, Sec. 24, T6S, R67W, 6th P.M., 1342 FSL, 1250 FEL LFH-5(A) SW1/4, NW1/4, Sec. 23, T6S, R67W, 6th P.M., 2700 FSL, 150 FWL LFH-5(B) SE1/4, SW1/4, Sec. 23, T6S, R67W, 6th P.M., 900 FSL, 2572 FWL 6. In Case No. 04CW306, also pending in Water Division 1, Applicant requested a change to the decreed location of Well Nos. LD-1 and LFH-1, together with alternate locations for withdrawing the water rights decreed thereto. Colony anticipates that any changes decreed in Case No.

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04CW306 will be reflected in a subsequent decree in this 5case. The locations requested in that Application are: A. Well No. LD-1: SE ¼, NW ¼, Sec. 15, T6S, R67W, 6th P.M., 1937 FNL, 1545 FWL of Sec. 15. B. Well No. LD-1(A): NE ¼, SW ¼ Sec. 15 T6S, R67W, 6th P.M., 2151 FSL, 1946 FWL of Sec. 15. C. Well No. LFH-1: NE ¼, SW ¼, Sec. 15, T6S, R67W, 6th P.M., 2151 FSL, 1996 FWL of Sec. 15. D. Well No. LFH-1(A): SE ¼, NW ¼, Sec. 15, T6S, R67W, 6th P.M., 1937 FNL, 1595 FWL of Sec. 15. 7. Additional, Supplemental and/or Replacement Wells: Colony and its predecessor have developed, and Colony or its successor will continue to construct, a municipal water system over a period of several years, constructing wells and other facilities as required by development. In addition to the wells described above, Colony may construct additional, supplemental and/or replacement wells in order to maintain levels of production, to meet municipal water supply system demands, or to recover the entire amount of Lower Dawson, Denver, or Laramie-Fox Hills aquifer water decreed to the described wells. Any well drilled within 200 feet of a decreed location will be deemed to be constructed at the decreed well location pursuant to the permit and this decree. As additional wells are planned, application will be made in accordance with C.R.S. § 37-90-137(10), for an appropriate permit. The total annual amount of water withdrawn through all Lower Dawson Formation wells pursuant to this decree will not exceed the previously decreed total annual amount of 821 acre-feet. The total annual amount of water withdrawn through all Denver Formation wells pursuant to this decree will not exceed the previously decreed total annual amount of 1258 acre-feet. The total annual amount of water withdrawn through all Laramie-Fox Hills Formation wells pursuant to this decree will not exceed the previously decreed total annual amount of 980 acre-feet. 8. Dually Decreed Wells: Well Nos. RRC-1 and RRC-2 were permitted and decreed to withdraw water from the Denver and Arapahoe Aquifers. The decreed flow rates and volumes from these two wells are amended to reflect the amount that each of the two aquifers contributes to the flow rate and volume of flow of each well, as reflected in the permits for each wells. The above listed additional, replacement, supplemental and/or alternate points of diversion for Wells Nos. RRC-1 and RRC-2 reflect only the Denver Aquifer contribution for these two wells. The original dually decreed flow rates and volumes, to the extent permitted for withdrawal from the Arapahoe Aquifer, are not assigned to the Denver Aquifer pursuant to this Application, and will be available for withdrawal from the Arapahoe Aquifer via wells as provided in Colony’s Application pending in Case No. 03CW258. As further provided in that Application, Colony may withdraw the above-described Denver Aquifer amounts decreed to Wells RRC-1 and RRC-2 through new Denver Aquifer wells drilled within 200 feet of the original decreed well locations, through the initially decreed dually completed wells (or replacement for either within 200 feet of its currently decreed location), or through any additional, replacement, supplemental or alternate point of diversion wells in the Denver Aquifer that are decreed herein, or are permitted or decreed in the future for Wells RRC-1 and RRC-2. CLAIM II 9. Annual Withdrawal Amounts: A. Colony seeks to withdraw an annual average total of 821 acre-feet of water annually from the Lower Dawson Formation through any or all of the Lower Dawson wells described above in paragraphs 4.C and 5, together with any additional, replacement, supplemental and/or alternate point of diversion wells decreed or permitted for such wells, in annual amounts up to the proposed maximum amounts shown in the following table. For each well, the decreed annual withdrawal shown is based on the previously decreed amount described above. The currently decreed legal description of the location of each well is as described above in paragraph 4.C, with proposed additional locations described above in paragraph 5. Decreed Annual Withdrawal Proposed Maximum Colony Annual Withdrawal Source Well No. Pumping af/year Pumping Rate af/year Rate

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Decreed Annual Withdrawal Proposed Maximum Colony Annual Withdrawal Source Well No. Pumping af/year Pumping Rate af/year Rate LD-1 Lower 96 100 g.p.m. 242 150 g.p.m. Dawson LD-2 Lower 88 100 g.p.m. 242 150 g.p.m. Dawson LD-3 Lower 81 100 g.p.m. 242 150 g.p.m. Dawson LD-4 Lower 140 100 g.p.m. 242 150 g.p.m. Dawson LD-5 Lower 80 100 g.p.m. 242 150 g.p.m. Dawson LD-6 Lower 143 100 g.p.m. 242 150 g.p.m. Dawson LD-7 Lower 122 100 g.p.m. 242 150 g.p.m. Dawson LD-8 Lower 71 100 g.p.m. 242 150 g.p.m. Dawson B. Colony seeks to withdraw an annual average total of 1258 acre-feet of water annually from the Denver Formation through any or all of the Denver Formation wells described above in paragraphs 4.C and 5, together with any additional, replacement, supplemental and/or alternate point of diversion wells decreed or permitted for such wells, in annual amounts up to the proposed maximum amounts shown in the following table. For each well, the decreed annual withdrawal shown is based on the previously decreed amount described above. The currently decreed legal description of the location of each well and the permit number for each existing well, are as described above in paragraph 4.C, with proposed additional locations described above in paragraph 5. Proposed Maximum Colony Decreed Annual Withdrawal Source Annual Withdrawal Well No. af/year Pumping Rate af/year Pumping Rate RRC-1 Denver 220 301 g.p.m. 220 301 g.p.m. RRC-2 Denver 220 301 g.p.m. 220 301 g.p.m. DE-1 Denver 69 100 g.p.m. 323 200 g.p.m DE-2* Denver 124 100 g.p.m. 323 200 g.p.m DE-3 Denver 63 100 g.p.m. 63 100 g.p.m. DE-4* Denver 124 100 g.p.m. 323 200 g.p.m DE-5 Denver 65 100 g.p.m. 323 200 g.p.m DE-6 Denver 75 100 g.p.m. 323 200 g.p.m DE-7* Denver 118 100 g.p.m. 323 200 g.p.m DE-8 Denver 57 100 g.p.m. 323 200 g.p.m DE-9 Denver 63 100 g.p.m. 323 200 g.p.m DE-10 Denver 73 100 g.p.m. 323 200 g.p.m DE-11 Denver 93 100 g.p.m. 323 200 g.p.m DE-12 Denver 83 100 g.p.m. 323 200 g.p.m Wells DE-2, DE-4 and DE-7 include 63 af/y as alternate points of diversion for Well No. DE-3 (as decreed in Case No. 99CW221). C. Colony seeks to withdraw an annual average total of 980

December 2004 Resume Page 154 of 185 acre feet of water annually from the Laramie-Fox Hills Formation through any or all of the Laramie-Fox Hills wells described above in paragraphs 4.C and 5, together with any additional, replacement, supplemental and/or alternate point of diversion wells decreed or permitted for such wells, in annual amounts up to the proposed maximum amounts shown in the following table. For each well, the decreed annual withdrawal is based on the previously decreed amount described above. The currently decreed legal description of the location of each well and the permit number for each existing well, are as described above in paragraph 4.C, with proposed additional locations described above in paragraph 5. Decreed Annual Proposed Maximum Annual Colony Withdrawal Withdrawal Source Well No. Pumpi af/year Pumping Rate af/year ng Rate LFH-1 Laramie-Fox 162 125 g.p.m. 484 300 Hills g.p.m. LFH-2 Laramie-Fox 164 125 g.p.m. 484 300 Hills g.p.m. LFH-3 Laramie-Fox 157 125 g.p.m. 484 300 Hills g.p.m. LFH-4 Laramie-Fox 164 125 g.p.m. 484 300 Hills g.p.m. LFH-5 Laramie-Fox 165 125 g.p.m. 484 300 Hills g.p.m. LFH-6 Laramie-Fox 168 125 g.p.m. 484 300 Hills g.p.m. 10. Pumping Rates: The pumping rates decreed for Wells RRC-1 and RRC-2 are decreed in Case No. W-8033-75 for both wells as described above. Applicant may exceed any pumping rates decreed or estimated for Wells RRC-1 or RRC-2 in Case No. W-8033-75, 03CW258 or in this Application, to the extent necessary to obtain its full entitlement of ground water as decreed herein, provided that Applicant obtains a well permit for each well that allows such pumping rate. Similarly, the pumping rates decreed for Wells DE-1 through DE-12 and LFH-1 through LFH-6 were decreed in Case No. 81CW403 (as modified for certain wells in 99CW221) for all wells as described above. Applicant may exceed any pumping rates decreed or estimated for wells DE-1 through DE-12 and LFH-1 through LFH-6 in Case Nos. 81CW403 and 99CW221, or in this Application to the extent necessary to obtain its full entitlement of ground water as decreed herein, provided that Applicant obtains a well permit for each well that allows such pumping rate. Finally, the pumping rates decreed for Wells LD-1 through LD-8 are decreed in Case No. 82CW116 for all wells as described above. Applicant may exceed any pumping rates decreed or estimated for Wells LD-1 through LD-8 in Case No. 82CW116 or in this Application, to the extent necessary to obtain its full entitlement of ground water as decreed herein, provided that Applicant obtains a well permit for each well that allows such pumping rate. OTHER 11. Use of Water: The decree in Case No. 82CW116 states that Well Nos. LD-1 through LD-8 are decreed for municipal purposes including domestic, agricultural, commercial, industrial, irrigation, stock watering, recreation, and fire protection uses. The decree in Case No. 81CW403 states that Well Nos. DE-1 through DE-12 and LFH-1 through LFH-6 are decreed for municipal purposes including domestic, industrial, agricultural, commercial, irrigation, stock watering, recreation, and fire protection uses. Both decrees state that the water may be reused and successively used to extinction. The decree in Case No. W-8033-75 states that water from Well Nos. RRC-1 and RRC-2 is decreed for municipal purposes; these municipal purposes include the more specific uses listed in the subsequent decrees. These previously decreed purposes will not

December 2004 Resume Page 155 of 185 be changed by this Application. 12. The wells described herein, and the waters decreed to these wells, will be utilized within a single water system, pursuant to Statewide Nontributary Rule 14, 2 C.C.R. 402-7. The Decree in Case No. 82CW116 provides for all Lower Dawson wells to be utilized in a single water system and allows such wells (with the exception of LD-2 and LD-3) to be used as alternate points of diversion for each other. Well Nos. DE-2, DE-3, DE-4, and DE-7 were previously decreed as alternate points of diversion for Well No. DE-3 in Case No. 99CW221. Colony seeks the right to further operate its wells as alternate points of diversion for one another, to the extent set forth above. 13. In addition to the wells described above, Applicant or its successor may construct additional and replacement wells for Well Nos. LD-1 through LD- 8, RRC-1 and RRC-2; DE-1 through DE-12; and LFH-1 through LFH-6, in conformance with C.R.S. § 37-90-137(10) and Statewide Nontributary Rule 12, 2 C.C.R. 402-7, in order to maintain levels of production, to meet municipal water supply system demands, or to recover the entire amount of Lower Dawson, Denver, and Laramie-Fox Hills aquifer water decreed to the described wells. Applicant will apply to the State Engineer for permits for such additional and replacement wells. TERMS, CONDITIONS, AND LIMITATIONS 14. Limitations that Colony has agreed to with Meridian Metropolitan District and Meridian Associates West (hereinafter collectively referred to as “Meridian”): A. Colony may withdraw an annual average total of 821 acre-feet from the Lower Dawson aquifer, 1258 acre-feet from the Denver aquifer, and 980 acre- feet from the Laramie-Fox Hills aquifer, subject to combined annual limits and related provisions of its previous decrees, including, but not limited to, any right under such previous decrees to withdraw additional amounts based on banking or retained jurisdiction to adjust amounts. B. If additional, supplemental or alternate point of diversion wells are required to pump Colony’s full appropriation, any additional, supplemental or alternate point of diversion well located within 1,000 feet of the property boundary with Meridian will be limited to one-half the appropriation and pumping rate of the existing decreed well closest to the supplemental well. C. The Meridian Agreement also provides for limitations on pumping rates, annual withdrawals and certain locations for alternate points of diversion which are consistent with those stated above. 15. Pursuant to a stipulation between Colony and the Parker Water & Sanitation District, (“Parker”) dated May 22, 2000, in Case No. 99CW06 (Water Division 1) (“Stipulation”), the following conditions shall apply to Colony’s location and pumping of wells in areas where Colony and Parker’s common borders are within close proximity to each other (i.e., Sections 13 and 24 of T6S, R67W for Colony). These conditions will apply even if one, or both, parties and their land positions (as defined in the Stipulation) change in the future: A. Colony shall not locate its Denver Basin aquifer wells closer than 1,000 feet to the exterior boundary of Parker’s land position. B. The maximum annual production from any single Denver Basin aquifer well that is located between 1,000 and 2,500 feet from the boundary with Parker shall not exceed the following amounts: in the Lower Dawson Formation, 400 a.f./yr.; in the Denver Formation, 325 acre feet per year; and in the Laramie-Fox Hills Formation, 650 acre feet per year. C. Any Denver Basin aquifer wells located between 1,000 feet and 2,500 feet from the exterior boundary of Parker’s land position will have a minimum spacing of 1,000 feet from any other Denver Basin aquifer well completed in the same formation by Colony. This restriction does not apply to other interior wells.

04CW361 CITY OF FORT COLLINS (“Fort Collins”), c/o Mr. John Stokes, Director of Natural Resources, P.O. Box 580, Fort Collins, CO 80522, Bus. Phone: 970-221-6600. (Michael D. Shimmin, Esq. and Stuart B. Corbridge, Esq., Vranesh & Raisch, LLP, P.O. Box 871, Boulder, CO 80306 (303-443-6151). APPLICATION FOR WATER STORAGE RIGHT, IN LARIMER COUNTY. 2. Name of Reservoir: Andrijeski Pond. 3. A. Legal Description of Location of Dam: Located in Larimer County in the SW1/4 NW1/4 of Section 5, T7N, R69W, 6th P.M., 2,320 ft from the North section line and 1,450 ft from the West section line of Section 5. B. If Off-

December 2004 Resume Page 156 of 185 channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Andrijeski Pond seepage /drainage collection area, which is generally located in the N1/2 of Section 5, T7N, R69W, 6th P.M. The drainage runs in a north easterly direction from the eastern side of the pond in the SW1/4 NW1/4 of Section 5, through the SE1/4 NW1/4, the NE1/4 NW1/4, and the NW1/4 NE1/4 of Section 5. The inlet to the Andrijeski Pond is located in the SW1/4 NW1/4 of Section 5. Although there is no discernable specific inlet, there is a general low elevation collection area from the foothills to the north and west. Possible seepage from the Pleasant Valley and Lake Canal irrigation ditch which is located approximately 900 feet to 1200 feet to the west and southwest of the Andrijeski Pond. 4. Source: Seepage and run-off from surrounding areas that are generally tributary to the Cache la Poudre River. 5. A. Date of Appropriation: October 15, 2003; B. How Appropriation Was Initiated: Contract to Purchase Andrijeski Trust Property; C. Date Water Applied to Beneficial Use: October 15, 2003. 6. Amount Claimed: A. 42 af (absolute); B. 4 cfs (if off- channel). 7. Use: Maintenance of wildlife and wildlife habitat, preservation of wetland areas and plant species, and maintenance of pond as a natural area. 8. Surface area of high water line: 11 acres. A. Maximum Height of Dam: 9 feet; B. Length of Dam: 90 feet. 9. Total Capacity of Reservoir: A. Active capacity 32 af; B. Dead storage 10 af. 10. Name(s) and address(es) of owner(s) upon which any structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. City of Fort Collins, c/o John Stokes, Director of Natural Resources, P.O. Box 580, Fort Collins, CO 80522, 970-221-6600. 11. Remarks: This pond is located in the S1/2 N1/2 of Section 5, T7N, R69W, 6th P.M. Fort Collins acquired this property with the intent to preserve it as a natural area. The Andrijeski Pond is generally located in the SW1/4 NW1/4 of Section 5. Seepage and run-off from the surrounding areas collect in the drainage area described above, and then flows into the pond. The pond is unlined, and therefore captures seepage and run-off flows that might otherwise accrue to the Cache la Poudre River.

04CW362 UNITED WATER ACQUISITION PROJECT WATER ACTIVITY ENTERPRISE, Robert A. Lembke, 9145 East Kenyon Avenue, Suite 100, Denver, CO 80237 (303-775-1003); FARMERS RESERVOIR AND IRRIGATION COMPANY (FRICO”), Manuel Montoya, Manager, 80 South 27th Avenue, Brighton, CO 80601 (303-659-7373); THE EAST CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT, ACTING THROUGH THE EAST CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT WATER ACTIVITY ENTERPRISE, INC., (jointly “ECCV”) David Kaunisto, District Manager, 6201 South Gun Club Road, Aurora, CO 80016 303-693-3800 (c/o John Akolt, III, Esq. 80 South 27th Avenue, Brighton, CO 80601 and Kathleen M. Kulasza, Esq., P.O. Box 1106 Evergreen, CO 80437 Attorneys for The United Water and Sanitation District, Acting by and through the United Water Acquisition Project Water Activity Enterprise and The Farmers Reservoir and Irrigation Company and Brian M. Nazarenus, Esq. Friedlob Sanderson Paulson & Tourtillott, LLC, 1775 Sherman Street, 21st Floor, Denver, Colorado 80203, Attorney for East Cherry Creek Valley Water and Sanitation District. In aggregate, the above-described applicants shall be referred to as “Applicants”. APPLICATION FOR CHANGE OF WATER RIGHT, DECREED RIGHT OF EXCHANGE and APPLICATION FOR APPROVAL OF PLAN OF AUGMENTATION, IN ADAMS, WELD, ARAPAHOE, ELBERT AND DOUGLAS COUNTIES. Change of Water Right 2. Decreed name of structures for which change is sought: Applicants United and ECCV are the owners of shares of the capital stock of The Burlington Ditch, Reservoir and Land Company and The Farmers Reservoir and Irrigation Company, which stock is allocated for water delivery purposes to the Barr Lake and Milton Reservoir divisions of FRICO and shares of the capital stock of The Burlington Ditch, Reservoir and Land Company, which stock is allocated for water delivery purposes to FRICO and Burlington Company

December 2004 Resume Page 157 of 185 shareholders downstream of Barr Lake. Applicant FRICO is the owner of shares of the capital stock of The Burlington Ditch, Reservoir and Land Company, which stock is allocated for water delivery purposes to FRICO and Burlington Company shareholders downstream of Barr Lake. In aggregate, the shares of FRICO and Burlington shall be referred to as “Shares”. The Applicants seek a change of water right for the Shares premised upon a “ditch wide” methodology in accord with the principles recognized by the Colorado Supreme Court in Williams v. Midway Ranches Property Owners Association, Inc., 938 P.2d 575 (Colo. 1997). The structures through which the water rights are diverted and stored include: Reservoirs: Oasis Reservoir, Barr Lake, Barr Lake First Enlargement, Milton Reservoir. Barr Lake (Oasis Reservoir) is located across sections 21, 22, 23, 26, 27, 28 and 33 Township 1 South Range 66 West of the 6th P.M., Adams County, Colorado. Milton Reservoir is located across sections 10, 11, 15, 22 and 23 Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. Canals : Burlington-O’Brian Canal, Speer Canal, West Burlington Canal, Beebe Canal, Bowles Seep Canal, East Burlington Canal, Neres Canal, Box Elder Lateral, Platteville Lateral, Platte Valley Canal and Gilmore Canal. 3.Decrees: Burlington Company’s Barr Lake System Structure Source Priority Date Rate/quantity Oasis Reservoir South Platte River November 20, 1885 9,090.90 AF Barr Lake South Platte River November 20, 1885 1,990.35 AF Burlington Ditch South Platte River November 20, 1885 350.00 cfs Burlington Ditch First Creek September 1, 1886 50.00 cfs Burlington Ditch Second Creek November 15, 1886 250.00 cfs Burlington Ditch Third Creek September 15, 1887 250.00 cfs The above rights were adjudicated July 8, 1893. Case No. 11200 Arapahoe County District Court Farmers Reservoir and Irrigation Company System Structure Source Priority Date Rate/quantity Barr Lake South Platte River January 13, 1909 3,930.00 AF Barr Lake South Platte River January 13, 1909 18,000.00 AF Barr Lake South Platte River January 13, 1909 33,011.26 AF Refill Burlington-O’Brian Canal South Platte River January 13, 1909 900 cfs Burlington O’Brian Canal South Platte River March 9, 1908 600 cfs Milton Reservoir South Platte River May 29, 1909 26,773 AF Platte Valley Canal South Platte River June 9, 1909 215 direct/510 cfs storage Burlington/O’Brian-Beebe Canal South Platte River May 29, 1909 200 cfs Direct/storage The above rights were adjudicated Nov. 12, 1924. Case No. 54658 Denver County District Court. Decreed point of diversion: Burlington-O’Brian Canal (Direct Flow and Oasis, Barr and Milton Reservoirs): Headgate on the South Platte River in Section 14, Township 3 South, Range 68 West of the 6th Principal Meridian [039 degrees, 47 minutes, 31.52 seconds North; 104 degrees, 58 minutes, 1.68 seconds West]. First Creek headgate is decreed as being located in the Northwest quarter, Section 14, Township 2 South, Range 67 West of the 6th Principal Meridian [039 degrees, 52 minutes, 43.38 seconds North; 104 degrees, 51 minutes, 24.68 seconds West]; Second Creek headgate is decreed as being located in the Northwest quarter of the Southeast quarter, Section 6, Township 2 South, Range 66 West of the 6th Principal Meridian [039 degrees, 53 minutes, 55.63 seconds North; 104 degrees, 49 minutes, 4.40 seconds West]; Third Creek headgate is decreed as located in the Northeast quarter of the Southeast quarter, Section 32, Township 1 South, Range 66 West of the 6th Principal Meridian [039 degrees, 55 minutes, 3.14 seconds North; 104 degrees, 47 minutes, 0.34 seconds West]. The Burlington-O’Brian Canal also

December 2004 Resume Page 158 of 185 receives water from a pump station at the Metro Wastewater Reclamation District plant, which discharges to the Canal in Section 12, Township 3 South, Range 68 West of the 6th Principal Meridian. The Metropolitan District pump station diversion to the Burlington-O’Brian Canal is the subject of a pending change in point of diversion in Case No. 2002CW105. Platte Valley Canal (Direct Flow and Milton Reservoir): Headgate on the South Platte River in Section 19, Township 2 North, Range 66 West of the 6th Prime Meridian from which the NE corner of Section 19 bears North 48 degrees five minutes east 1,745 feet [040 degrees, 07 minutes, 40.08 seconds North; 104 degrees, 48 minutes, 54.23 seconds West]. In addition to the above points of diversion, an application for change in point of diversion has been filed by FRICO and is pending in this Court as Case No. 2002CW105. All alternate points of diversion that are adjudicated in 2002CW105 may be used as points of diversion for this application. A map of all structures, canals and reservoirs is attached. 4. Historic use: The Shares have historically been used for irrigation and associated domestic purposes throughout the Burlington and FRICO systems over and across all or portions of Townships 1 South; Townships 1, 2, 3, 4 and 5 North in Ranges 63, 64 and 65 West of the 6th P.M. in Adams and Weld Counties, Colorado. The Shares within each respective division are freely transferable and have been transferred among farms within each operating division throughout their history, from parcel to parcel and from one delivery canal to another. Within any given irrigation season, water that has been allocated for delivery to specific shares has been leased among shareholders and applied to irrigation purposes throughout the FRICO irrigation system. The Burlington Company irrigation system below Oasis Reservoir (Barr Lake) consists of the 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 and Burlington irrigation systems below Barr Lake consist of the Speer, Platteville Lateral, Beebe, Bowles Seep, East and West Burlington, Neres, East Neres and the Box Elder Lateral. From Barr Lake the delivery canals extend throughout the Beebe Draw in a northerly direction in excess of 35 miles in length and up to 10 miles in width in Adams and Weld Counties, CO. The FRICO delivery canal from Milton Reservoir is the Gilmore Canal that extends approximately 16 miles north and northeast of Milton Reservoir in Weld County, CO. The FRICO and Burlington irrigation systems under Barr Lake and Milton Reservoir are “water short” in that substantially more lands capable of being irrigated lie beneath the delivery canals than are capable of being irrigated with the irrigation water available from the companies’ decrees. The Burlington shares that are owned by FRICO have, since FRICO’s initial agreement with Burlington Company in 1909, been used by FRICO as part of the water supply for the FRICO shares in the Barr Lake division and have been re-allocated for water delivery purposes to the FRICO Barr Lake division shares.Return flows attributable to the historical use of the Shares that are the subject of this application on a “system wide” basis accrete to the Beebe Draw alluvium between Barr Lake and Milton Reservoir, Milton Reservoir, the Beebe Draw alluvium below Milton Reservoir, the South Platte River mainstem, and Box Elder Creek.In each division, water is allocated pro-rata among the shareholders entitled to the water. The annual allocation per share varies significantly from year to year based upon the extent of water available to the companies on their decrees. A map of the area historically irrigated under the FRICO and Burlington systems is attached. A summary of diversion records maintained by FRICO from 1927 to date are attached. These diversion records reflect the aggregate diversions through the Burlington-O’Brian headgate of all decrees diverting at that location. No records of diversions by individual decrees exits. In addition to the summary of diversions attached to this application, a CD ROM disk of daily diversions through the Burlington-O’Brian headgate is being filed with the Court and will be made available to any person who requests them. The daily diversion records, approximately 15,000 in number, disclose the aggregate of daily diversions through the headgate of the Canal and the allocation of such diversions throughout the FRICO, Burlington

December 2004 Resume Page 159 of 185 and Henrylyn Irrigation District systems on a daily basis. 5. Proposed change: 5.1 The change requested is to provide for: irrigation and all presently decreed purposes; all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses within the ECCV and United service areas as they now exist and as they may exist in the future. To the extent that the water available for municipal use consists of “fully consumable water”, the request includes the right to use and reuse such water to extinction which right may include use in additional water right applications. The claim of use and reuse of fully consumable water also includes return flows from lawn irrigation with fully consumable water that may be quantified in future applications. 5.1.1 The proposed plan for operation is as follows: Water will continue to be allocated pro rata to the Shares as has historically occurred. Upon allocation, FRICO will continue to manage and operate the diversion, storage and delivery systems as requested by ECCV and United as shareholders. The water that is allocated to ECCV and United may be delivered directly to ECCV and United as either requests for use in their municipal systems. Water that is allocated to ECCV and United may additionally be used as replacement for depletions from tributary wells in a plan for augmentation more specifically set forth below. Water that is allocated to ECCV and United may also be used in a plan of substitution and exchange in accord with the terms and conditions of the decree that is being sought in an application for a plan of exchange being filed simultaneously with this application. To the extent that water allocated to ECCV and United has provided for the replacement of all historic return flows by allocation of certain portions of the consumptive use attributable to the Shares, or by other water rights approved for replacement of historic return flows attributable to the Shares, such water shall be deemed to be “fully consumptive use” water and the return flows that are to be quantified pursuant to this application may be re-diverted and re-used to extinction pursuant to the terms and conditions set forth in the decree that is requested by this application. 5.2 The FRICO and Burlington shares that are the subject of this application owned by United and ECCV are the subject of an agreement between FRICO, United and ECCV dated December 18, 2003. Pursuant to this agreement ECCV will construct a treatment plant in the Beebe Draw below Barr Lake and will transport this water through a 30-mile pipeline south to the ECCV service area as its service area presently exists and as it may serve in the future. 5.2.1 6,500 acre feet of fully consumptive use water attributable to this application and the applications filed simultaneously herewith are required to meet the existing municipal demand of ECCV. A map of the existing ECCV service area is attached. 5.2.2 To meet its existing municipal water demand on lands held by principals of United or affiliates, United requires the use of all shares owned by United that are in excess of those held by United for the benefit of ECCV, as set forth above. Lands presently held by the principals of the United or affiliates that are to be served by United include the following: 5.3 Additional service areas and reasonable future needs of United and ECCV are included within the intent of this application in accord with Denver v. Sheriff, 105 Colo. 193, 96 P.2d 836 (1939). The water that is the subject of this application is part of an integrated water supply plan being developed by United and ECCV. 5.4 Pursuant to this application the Applicants seek a determination of the consumptive use attributable to the historical use of the Shares that are the subject of this application on a “system wide” accounting basis, and a determination of the amount, time and location of historical return flows that are required to maintain the historical regimen of the stream. As a “system wide” basis of accounting is requested by this application, the Applicants further seek a determination that additional shares in the Barr Lake and Milton Reservoir divisions of FRICO and the Barr Lake division of Burlington may be included within the terms and conditions of this application, and that the quantification of consumptive use and return flows attributable to such shares that are required to

December 2004 Resume Page 160 of 185 maintain the historic regimen of the stream shall be determined in this proceeding. 5.5 As a “system wide” method of accounting for historical use has been proposed in this application the timing and location of historic return flows is proposed to be based upon accounting for return flows in the Beebe Draw between Barr Lake and Milton Reservoir, Milton Reservoir, the Beebe Draw Alluvium below Milton Reservoir, South Platte River mainstem and Box Elder Creek. 5.6 As the amount of water historically available to the shares has varied significantly from year to year based upon the water legally and physically available to the companies on their decrees, the Applicants propose to maintain the historical regimen of the stream by determining the percentage of consumptive use and historic return flows that are attributable the Shares based upon the quantity allocated each year by FRICO and Burlington to the Shares. 5.7 Determination of the time, amount and location of return flows will be calculated through the use of a computer model of the surface and alluvial flows within the FRICO and Burlington systems. Reporting to the office of the State Engineer will be made weekly or in such other periodicity as required by the office of the State Engineer. When required to satisfy downstream senior priorities, return flows will be released from the Applicants’ share allocation in Barr or Milton Reservoirs and the delivery of “direct flow” water available to the Shares. Alternatively, historical return flows attributable to the Applicants’ Barr Lake shares (including other FRICO and Burlington shares) and Milton Reservoir shares may be maintained by the exchange that is described below or from fully consumptive use water that has been diverted under the following applications now pending in this Court and which water is physically located so as to be able to provide for the maintenance of historical return flows to the senior priority. The decrees from which historical return flows attributable to the Shares may be repaid are: Case No. 2002CW105; Case No. 2003CW85; Case No. 2003CW442; Case No. 2002CW396; Two Cases filed by the Applicants simultaneously herewith. To the extent that return flows are provided by fully consumptive water from the above decrees or to the extent that return flows that are determined on a daily basis are not required to supply any downstream senior priority, such amount of the share allocation otherwise required to be released to maintain historical return flows shall be determined to be part of the “fully consumptive use” attributable to the Shares and may be delivered by the Applicants’ distributors as “fully consumable” water. Thereafter, such water may be used and reused to extinction as provided in this decree and such future decrees as shall be required to permit the rediversion of return flows attributable to such water.5.8 After the change that is the subject of this application has been decreed, by agreement with FRICO and Burlington, United’s and ECCV’s share allocation will include the separate allocation and use of the pro-rata storage space in both Barr Lake and Milton Reservoir. United and ECCV will be permitted to store water in their pro-rata storage space attributable to the rights that are the subject of this application and such other rights and decrees as are physically and legally available to United and ECCV. United and ECCV shall be entitled to carry over such amount of their annual allocations to provide for a firm annual municipal water supply. Such water as may be carried over in the Applicants’ allocated storage space shall not be included in the subsequent year’s diversion of the total amount of water available to be diverted by FRICO and Burlington under their decrees. All water diverted into or stored for the benefit of United and ECCV as provided herein shall be subject to seepage and evaporative loss pro-rata with all other waters stored or diverted in FRICO’s system by daily accounting that is to be maintained by FRICO as operator of the system. 5.9 The water that is allocated to the Shares that is not required to be released to maintain the historical return flows (i.e. the “consumptive use” entitlement attributable to the Shares) may be released from Barr and Milton Reservoirs and re-diverted to storage in the Beebe Draw alluvium as a physically and legally available water supply for conjunctive storage pursuant to Case No. 2002CW105, for storage in the South Platte River alluvium at the 70 Ranch or for direct application to beneficial use on the 70 Ranch property, pursuant to the pending application in Case No. 2003CW442, as replacement water for well depletions arising from the pumping of wells that are the subject of

December 2004 Resume Page 161 of 185

Case No. 2002CW396, and as replacement for well depletions in Beebe Draw that comprise the “Upper Beebe Draw Wellfield” that is described in the plan of augmentation set forth below, and “Lower Beebe Draw Wellfield” also described in the plan of augmentation set forth below, and for delivery to distributors within the Applicants’ service areas. To maximize the beneficial use of the water that is the subject of this application, the Applicants may also release water from their “accounts” in Barr Lake for storage in their “accounts” in Milton Reservoir. Pursuant to the plan of exchange, filed contemporaneously with this application, the Applicants may also exchange water from their “accounts” in Milton Reservoir to their “accounts” in Barr Lake, and thereafter release or deliver water from their accounts in Barr Lake for beneficial use as provided by this application. 6. Names and addresses of owners of the land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. All structures and locations upon which water will be stored are owned by United or its affiliates, ECCV, or FRICO or Burlington, which use is by agreement between the companies and United. Claim for Appropriative Right of Substitution and Exchange 7. Plan for Appropriative Right of Substitution and Exchange. Pursuant to C.R.S. 37-80-120, 37-83-104 and 37-92-302 the Applicants seek by this application to adjudicate the following appropriative rights of substitution and exchange. 7.1 The reach of the first exchange that is claimed is from the confluence of Beebe Draw and the South Platte River in Sections 14 and 15, Township 4 North, Range 65 West of the 6th P.M., Weld County to the headwaters of Beebe Draw in Section 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. The exchange reach hereby claimed is within the Beebe Draw and its alluvium not routed along the South Platte River mainstem. This exchange is to provide for the historical return flows attributable to Applicants’ FRICO and Burlington Barr Lake shares by allocation of fully consumptive use water allocated to Applicants’ Milton Reservoir shares. Milton Reservoir is situated in the Beebe Draw within all or portions of Sections 10, 11, 14, 15, 22 and 23 Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. The Beebe Draw is an alluvial valley parallel and east of the South Platte River alluvium that extends from Section 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado to Sections 14 and 15, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. As so located, the consumptive use attributable to Applicants’ share ownership of FRICO’s Milton Reservoir division may be used to replace and maintain the return flows attributable to the historical use of Applicants’ shares in Barr Lake, including both the FRICO and Burlington systems. Barr Lake is located within all or portions of Sections 21, 22, 23, 26, 27, 28 and 33 of Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. By this application, Applicants seek the right to maintain required return flows attributable to Applicants’ FRICO and Burlington Barr Lake shares by substitution and exchange of fully consumptive use water attributable to Applicants’ Milton Reservoir shares. To such extent the water that would otherwise have been required to be released from Applicants’ FRICO and Burlington Barr Lake shares to maintain historical return flows may be retained in United’s and ECCV’s Barr Lake account as “fully consumptive use” and become available for all beneficial uses as provided in this application. 7.2 The reach of the second exchange is: from the South Platte River extending from the east property line of the 70 Ranch a 13,000+ acre property consisting of all or parts of the following sections in Weld County, Colorado: Township 4 North, Range 62 West of the 6th P.M. Sections 3, 5, 7, 17 and 18. Township 5 North, Range 62 West of the 6th P.M. Sections 3, 15, 17, 18, 19, 20, 21, 29, 31, 33. Township 4 North, Range 63 West of the 6th P.M. Sections 1, 2, 3, 10, 11, 12, 13, 14, 15. Township 5 North, Range 63 West of the 6th P.M. Sections 9, 13, 17, 20, 21, 22, 23, 24, 27, 34, 35, 36. Town of Hardin, Colorado to the confluence of the Beebe Draw alluvium and the South Platte River in Sections 14 and 15, Township 4 North, Range 65 West of the 6th P.M., Weld County and then within the Beebe Draw to the headwaters of Beebe Draw in Section 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. By this application Applicants seek the right to maintain

December 2004 Resume Page 162 of 185 required return flows attributable to Applicants’ FRICO and Burlington Barr Lake shares and Applicants’ Milton Reservoir shares by substitution and exchange of fully consumptive use water attributable to Applicants’ 70 Ranch water rights that are the subject of an application in this Court filed contemporaneously with this application. To such extent the water that would otherwise have been required to be released from Applicants’ FRICO and Burlington Barr Lake shares and Applicants’ Milton Reservoir shares to maintain historical return flows may be retained in United’s and ECCV’s Barr Lake account or Milton Reservoir account as “fully consumptive use” water and be available for all beneficial uses as provided in this application. 7.3 The reach of the third exchange that is claimed is from the confluence of Beebe Draw and the South Platte River in Sections 14 and 15, Township 4 North, Range 65 West of the 6th P.M., Weld County to the headwaters of Beebe Draw in Section 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. By this application Applicants seek the right to maintain required return flows attributable to Applicants’ FRICO and Burlington Barr Lake shares and Applicants’ Milton Reservoir shares by substitution and exchange of fully consumptive use water that is physically and legally available to the Applicants pursuant to the pending applications that are described in paragraph 5.7, above, and pursuant to which applications water has been delivered into Beebe Draw so as to be physically and legally available to provide for the maintenance of historical return flows attributable to Applicants’ FRICO and Burlington Barr Lake shares and Applicants’ Milton Reservoir shares. To such extent the water that would otherwise have been required to be released from Applicants’ FRICO and Burlington Barr Lake shares and Applicants’ Milton Reservoir shares to maintain historical return flows may be retained in United’s and ECCV’s Barr Lake account or Milton Reservoir account as “fully consumptive use” water and be available for all beneficial uses as provided in this application. 7.4 The rates and amounts of exchange for each of the three exchange components is up to 500 c.f.s. and 25,000 acre feet. The initial exchange rates and amounts will be in the same amount as the historical return flows attributable to Applicants’ Barr Lake and Milton Reservoir shares as adjudicated pursuant to this application. 7.5 The appropriation date claimed for this exchange is: December 18, 2003. Claim is made by virtue of the execution of a Water Supply agreement among the Applicants in public session, and by posting at the limits of the exchange reaches. Plan for Augmentation 8. Name(s) of structure(s) to be augmented: 8.1 Upper Beebe Draw Wellfield. A series of tributary wells to be located in Sections 1, 2, 11,12, and 14, Township 1 South, Range 66 West of the 6th P.M., in Weld County Colorado. The Upper Beebe Draw Wellfield wells are to be located on land owned by United or its affiliates. The wellfield is presently being designed as of the date of this application. The specific well locations will be provided by a supplemental pleading as the final well field design is completed. Lower Beebe Draw Wellfield. A series of tributary wells to be located in Sections 2, 3, 10, and 11, Township 3 North, Range 65 West of the 6th P.M., in Weld County Colorado. The Lower Beebe Draw Wellfield wells are to be located on land owned by FRICO. The wellfield is presently being designed as of the date of this application. The specific well locations will be provided by a supplemental pleading as the final well field design is completed.9. Previous decree(s) for water right(s) to be used for augmentation: 9.1 The water rights that are to be decreed in the following cases: Case No. 2002CW105; Case No. 2003CW85; Case No. 2003CW442; Case No. 2002CW396; Two Cases filed by the Applicants simultaneously herewith.9.2 The water rights that are the subject of this application in the Change of Water right section, more particularly described in paragraph 3, above. The dates of the decrees, Case Numbers, Court, type of water right, and points of diversion and storage are specified in paragraph 3, above. 9.3 Source: The South Platte River and its tributaries. The wellfields have as their source of supply tributary water in the alluvium of the Beebe Draw, a shallow (0-100’ alluvial depth) tributary aquifer between Barr Lake (at approximately Section 14, Township 1 South, Range 66 West of the 6th P.M., Adams County) and the conjunction of the Beebe Draw aquifer and the South Platte River

December 2004 Resume Page 163 of 185 in Sections 14, 15 and 22 and 23, Township 5 North, Range 65 West of the 6th P.M., Weld County, Colorado.Well permit applications have not been filed. Well permit applications will be submitted in accord with the terms of the decree that is requested by this application. 9.4 Amount: 50,000 acre feet per annum. 9.5 Appropriation: December 18, 2003. Claim is made by virtue of the execution of a Water Supply agreement among the Applicants in public session, and by posting at the limits of the exchange reaches. Decreed use: Irrigation and all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses within the ECCV and United service areas as they now exist and as they may exist in the future. 10. Historic use: The historic use of the water rights that are being changed to provide a source of replacement water for the depletions arising from the pumping of the Upper Beebe Draw Wellfield and the Lower Beebe Draw Wellfield are as set forth in paragraph 4, above. 11. Statement of plan for augmentation, covering all applicable matters under CRS 37-92-103(9), 302(1)(2) and 305(8). 11.1 The water rights that are to be established by this plan of augmentation will be the rights decreed for the tributary wells in the Upper Beebe Draw Wellfield and the Lower Beebe Draw Wellfield pursuant to this application. 11.2 A Mod-Flow model of the entire Beebe Draw alluvium is being prepared by the Applicants. All depletions arising from the pumping of the alluvial wells in the Upper Beebe Draw Wellfield and the Lower Beebe Draw Wellfield will be replaced in time, place and amount of depletion as legally required to prevent injury to other appropriators. 11.2.1 The time, place and amount of depletion arising as a result of the pumping of any well that is the subject of this application will be determined on a daily basis by the use of the Mod-Flow computer model of the Beebe Draw alluvium. The Mod-Flow model will also determine the time, place and amount of all alluvial accretions that have been made by the Applicants pursuant to this application and the Water Right applications that are identified in paragraph 9.1, above. 11.2.2 Depletions that occur in time or place at which no senior decreed right is injured will not be required to be augmented. 11.2.3 Replacement of depletions that are required to be replaced to prevent injury to all senior decrees will be provided by: 11.2.4 Replacement will be made by offsetting alluvial well depletions with water that has been previously accreted and stored in the Beebe Draw alluvium, in accord with the terms and conditions of this decree and the decrees that are the subject of the pending applications set forth in paragraph 9.1, above, or by releasing water from Barr Lake, Milton Reservoir or alluvial storage at the 70 Ranch (more particularly described in the applications set forth in paragraph 9.1, above) to prevent injury to the senior decreed water right. 11.2.5 If the offsetting accretions are not sufficient to replace the alluvial depletions, replacement of depletions to a senior decreed priority will be made by release of consumptive use of water from Barr Lake or Milton Reservoir as such consumptive use is decreed by the Change of Water Right that is the subject of this application.11.2.6 If the offsetting accretions are not sufficient to replace the alluvial depletions, replacement of depletions to a senior decreed priority replacement of depletions to a senior decreed priority can also be made with the water rights that have been decreed in the applications for Water Rights set forth in paragraph 9.1, above. 11.3 All depletions that are required to prevent injury to other appropriators such depletions will be replaced by fully consumptive use water. As such, all water pumped from the Upper Beebe Draw Wellfield and the Lower Beebe Draw Wellfield (“Beebe Wells”) shall be deemed to be fully consumptive-use water. Applicants ECCV and United shall be entitled to divert and use return flows attributable to the Beebe Draw Wells by allocation to out of priority depletions on the mainstem of the South Platte River by the Applicants or their assignees or by re-diverting such return flows at the points of diversion identified in paragraph 3, above, and returning the water to the Beebe Draw as replacement water for further alluvial well depletions until extinction. 11.4 As legally required to prevent injury to

December 2004 Resume Page 164 of 185 other appropriators, replacement may be made pursuant to this decree and the decrees that are the subject of the applications identified in paragraph 9.1, above, as follows: 11.4.1 Replacement of depletions by release of consumptive use water from Barr Lake shares (or water previously released from Barr Lake and accreted to the Beebe Draw alluvium); 11.4.2 Historic return flows that are required to be maintained for Barr Lake shares in accord with the Change of Water right that is requested pursuant to this application, may be maintained by offsetting or releasing the consumptive use component of Milton Reservoir shares in accord with the Change of Water Right requested in this application. Return flows that are not required to be maintained to prevent injury to other appropriators will be calculated daily by the Applicants, and to such extent, the “return flow” component of the Change of Water Right for Barr Lake and Milton Reservoir shares shall be deemed to be included in the “consumptive use” component of the Barr Lake share and Milton Reservoir share. 11.4.3 Depletions to Milton Reservoir may be replaced by offsetting such depletions with the consumptive use component of Milton Reservoir shares in accord with the Change of Water Right requested in this application. 11.4.4 The historic return flow component of the Milton Reservoir shares, to the extent that such is required to be maintained to prevent injury to senior decreed rights, in accord with the applications that are identified in paragraph 9.1, above, may be made by release or credit of previously accreted water to the alluvium of the South Platte River as provided by the decrees which are requested by the applications identified in paragraph 9.1, above. To the extent that historic return flows attributable to the Change of Water Right of Milton Reservoir shares are maintained by release or other credit as set forth in this paragraph, such return flow component of Milton Reservoir shares shall be deemed to be part of the consumptive use component of Milton Reservoir shares, and as such may be used to replace out of priority depletions from the Upper Beebe Draw Wellfield and the Lower Beebe Draw Wellfield as set forth in this application. 11.5 All other out of priority depletions arising from the Beebe Wells will be replaced in time and amount to senior decreed rights by offsetting alluvial depletions with alluvial accretions in time, location and amount required to replace all out of priority depletions to such senior decreed rights, or by release of fully consumptive use water from Barr Lake, Milton Reservoir or the 70 Ranch to such senior decreed right in accord with the terms and conditions of the decrees that are the subject of the applications identified in paragraph 9.1, above. 11.6 Replacement water will be of the same quality as is diverted from the South Platte River and its tributaries, and as such is of adequate quality for the use of all senior decreed rights to whom out of priority depletions are being replaced. 12. Name(s) and addresses of owners of the land on which structures is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use. All lands upon which structures are or will be located or upon which water is or will be stored are presently owned by one or more of the Applicants. The area upon which water will be placed to beneficial use is all the lands in the existing service areas of ECCV and United. (15 pages, 4 exhibits)

04CW363 WILLIAM J. CRONIN AND AMANDA J. CRONIN, P. O. Box 1637, Lyons, CO 80540; (303-8232-5188). Attorney: Steven L. Janssen, Esq., 3990 Pleasant Ridge Rd., Boulder, CO 80301-1718 (303-443-4337). APPLICATION FOR SURFACE WATER RIGHT, IN BOULDER COUNTY. Name of structure: Cronin Diversion #1. Legal description: in the E/2 of E/2 of SE/4 of NE/4, Sec.13, T3N, R71W, 6th PM, Boulder County, Colorado. Distance from Section Lines: 2080 Feet from South Line and 150 Feet from East Line. Street Address: 19372 North St. Vrain Dr., Lyons, CO 80540. Source: North Fork of the St. Vrain River, tributary to the South Platte River. Date of appropriation: June 1, 1986. How appropriation was initiated: Application of water to beneficial use. Date water applied to beneficial use: June 1, 1986. Amount claimed: 150 gallons per minute, or 0.335 cfs, Absolute. Use: Irrigation of lawns, gardens, trees and shrubs and temporary storage (not greater than 72 hours) in a 1200 gallon

December 2004 Resume Page 165 of 185 cistern for regulation of sprinkler and drip systems. Description of acreage irrigated: 3.33 acres lying south of Highway 66 and north of North Fork St. Vrain River, generally described as: Easterly 1/3 of NE/4 of SE/4 of NE/4 of said Sec. 13. Name and address of owners of the land upon which diversion structure is located: Applicants, as above. Remarks: Applicants own the land underlying the North Fork of the St Vrain River, to the centerline of the stream. Applicants divert water from the stream through a submersible powered pump which supplies a small diameter delivery, 1200 gallon storage, and sprinkler with drip zone irrigation system. Applicants are members of the St. Vrain and Left Hand Water Conservancy District, therefore all out-of- priority depletions associated with Applicant’s uses are fully replaced by augmentation sources administered and supplied through the St. Vrain and Left Hand Water Conservancy District’s Substitute Water Supply Plan and the subject of this Court’s pending case no. 2002 CW 334.

04CW364 COLORADO DIVISION OF WILDLIFE AND WILDLIFE COMMISSION, 6060 Broadway, Denver, CO 80216 (303-297-1192) (KEN SALAZAR, Attorney General, PAUL L. BENINGTON, Assistant Attorney General, Attorney Reg. No. 33079 [*Counsel of Record] 1525 Sherman Street, 5th FL, Denver, CO 80203 (303)866-5047.) APPLICATION FOR SURFACE, STORAGE AND UNDERGROUND WATER RIGHTS, AND APPROVAL OF PLAN FOR AUGMENTATION INCLUDING EXCHANGE, IN LARIMER COUNTY. 2. Introduction: The Poudre River State Fish Unit is the primary hatchery facility for the production of Greenback Cutthroat Trout eggs for the Colorado Division of Wildlife and the Wildlife Commission (together “DOW”). The Greenback is on the Federal Threatened and Endangered Species List, and Colorado is striving to recover this species. This application seeks to improve the existing water supply for the hatchery through the approval of underground, surface and storage water rights for a largely nonconsumptive fish culture use. The application also seeks the approval of a plan for augmentation of approximately 10 acre-feet per year of out- of-priority depletions due to surface evaporation from the hatchery’s facilities or the filling of fish transport vehicles. The unconsumed portion of the hatchery’s diversions will pass through fish- rearing raceways before being returned to the river at the hatchery. The hatchery’s improved water supply system will enhance DOW’s ability to rear replacement Greenback broodstocks for the stocking of over 200 high country lakes for fish recovery, conservation and recreation purposes. SURFACE WATER RIGHTS 3. Poudre Hatchery Pipeline Diversion a. Legal Description: The point of diversion is located in the NW ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,489 feet from the South section line and approximately 620 feet from the West section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505800, Easting 439355, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: South Fork Cache La Poudre River. c. Date of initiation of appropriation and how appropriation was initiated: November 3, 2004, when construction of the Pipeline Diversion was initiated. d. Amount claimed: 26 cfs, conditional. e. Use: Fish culture, augmentation, replacement and exchange. f. If non-irrigation, describe purpose fully: The Poudre Hatchery Pipeline Diversion will deliver water to either the Inlet Supply Pond or a distribution box that allows the water to be diverted to any of the three following locations: 1) upper raceways; 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described below, Currently, the water does not circulate through the settling pond but, should discharge regulations change or production significantly increase, the option to use the settling pond is included in this decree. After routing through the hatchery facility, the water is returned to the Poudre River. g. Name and address of owner of the land upon which this new structure is located: Applicant. 4. Inlet Supply Pond Diversion a. Legal Description: The point of diversion is located in the SW ¼ of the NW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,543 feet from the North section line and approximately 579 feet from the West

December 2004 Resume Page 166 of 185 section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505818, Easting 439346, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: South Fork Cache La Poudre River. c. Date of initiation of appropriation, how appropriation was initiated, and date water was applied to beneficial use: The appropriation was initiated on or before December 31, 1948, when the Poudre Hatchery started its operation. The water was put to beneficial use on or before December 31, 1948. d. Amount claimed: 31 cfs, absolute. e. Use: Fish culture, augmentation, replacement and exchange. f. If non-irrigation, describe purpose fully: The Inlet Supply Pond Diversion delivers water to storage in the Inlet Supply Pond for eventual delivery to either of the following three locations: 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1. Currently, the water does not circulate through the settling pond but should discharge regulations change or production significantly increase the option to use the settling pond is included in this decree. After routing through the hatchery facility, the water is returned to the Poudre River. g. Name and address of owner of the land upon which this existing structure is located: Applicant. STORAGE WATER RIGHTS 5. Inlet Supply Pond (aka Zimmerman Fish Pond #1) a. Legal Description: The Inlet Supply Pond is located in the SW ¼ of the NW ¼ , and the NW¼ of the SW¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, and the center of the pond is approximately 2,475 feet from South section line and 897 feet from West section line, as shown on the map attached hereto as Exhibit A. The GPS location of the approximate center of the pond is Northing 439441, Easting 4505795, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Name of diversion structure for this off-channel storage pond: The Inlet Supply Pond Diversion, as described above in paragraph 4. c. Source: South Fork Cache La Poudre River. d. Date of initiation of appropriation, how appropriation was initiated, and date water was applied to beneficial use: The appropriation was initiated on or before December 31, 1948, the year during which the Poudre Hatchery started its operation. The water was put to beneficial use on or before December 31, 1948.e. Amount claimed: 11 acre-feet, absolute. f. Rate of diversion for filling the pond: 31 cfs (maximum), absolute.g. Use: Fish culture, augmentation, replacement and exchange. h. If non-irrigation, describe purpose fully: The Inlet Supply Pond stores water for eventual delivery to either of the following three locations: 1) upper raceways, 2) lower raceways, and 3) Poudre Fish Pond 1. Currently, the water does not circulate through the settling pond but, should discharge regulations change or production significantly increase, the option to use the settling pond is included in this decree. After routing through the hatchery facility, the water is returned to the Poudre River i. Surface area of high water line: 3.6 acres. j. Maximum height of dam: 6.0 feet. k. Length of dam: 800 feet. l. Total capacity of pond: 11 acre-feet, which is all active capacity. There is no dead storage. m. Name and address of owner of the land upon which this existing structure is located: Applicant. 6. Poudre Hatchery Fish Pond 1 a. Legal Description: The Poudre Hatchery Fish Pond 1 is located in the NE ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, and the center of the pond is approximately 1,521 feet from South section line and 2,601 feet from West section line, as shown on the map attached hereto as Exhibit A. The GPS location of the approximate center of the pond is Northing 439900, Easting 4505499, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Name of the diversion structures for this off-channel pond: The Poudre Hatchery Pipeline Diversion, as described above in paragraph 3, and the Inlet Supply Pond Diversion, as described above in paragraph 4. c. Source: South Fork Cache La Poudre River. d. Date of initiation of appropriation, how appropriation was initiated, and date water was applied to beneficial use: The appropriation was initiated on or before December 31, 1948, the year during which the Poudre Hatchery started its operation. The water was put to beneficial use on or before December 31, 1948. e. Amount

December 2004 Resume Page 167 of 185 claimed: 3.6 acre-feet, absolute. f. Rate of diversion for filling the pond: 31 cfs (maximum), absolute. g. Use: Fish culture, augmentation, replacement and exchange. h. If non-irrigation, describe purpose fully: The Poudre Hatchery Fish Pond 1 stores water for eventual delivery to the hatchery’s lower raceways where the Greenback broodstock are reared. Currently, the water does not circulate through the settling pond but, should discharge regulations change or production significantly increase, the option to use the settling pond is included in this decree. After routing through the hatchery facility, the water is returned to the Poudre River. i. Surface area of high water line: 0.6 acres. j. Maximum height of dam: 6.0 feet. k. Length of dam: No dam exists. l. Total capacity of pond: 3.6 acre-feet, which is all active capacity. There is no dead storage. m. Name and address of owner of the land upon which this existing structure is located: Applicant. 7. Poudre Hatchery Settling Pond 1 a. Legal Description: The Poudre Hatchery Settling Pond 1 is located in the NW ¼ of the SE ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, and the center of the pond is approximately 1,889 feet from South section line and 2,189 feet from East section line, as shown on the map attached hereto as Exhibit A. The GPS location of the approximate center of the pond is Northing 440185, Easting 4505606, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Name of the diversion structures for this off- channel pond: The Poudre Hatchery Pipeline Diversion, as described above in paragraph 3, and the Inlet Supply Pond Diversion, as described above in paragraph 4. c. Source: South Fork Cache La Poudre River. d. Date of initiation of appropriation, how appropriation was initiated, and date water was applied to beneficial use: The appropriation was initiated on or before December 31, 1948, the year during which the Poudre Hatchery started its operation. The water was put to beneficial use on or before December 31, 1948. e. Amount claimed: 1.2 acre-feet, absolute. f. Rate of diversion for filling the pond: 31 cfs (maximum), absolute. g. Use: Fish culture, augmentation, replacement and exchange. h. If non-irrigation, describe purpose fully: The Poudre Hatchery Settling Pond 1 may temporarily store water draining from the hatchery’s raceways where the Greenback broodstock are reared to allow material to settle out of the water before it is returned to the river. i. Surface area of high water line: 0.4 acres. j. Maximum height of dam: 3.0 feet. k. Length of dam: No dam exists. l. Total capacity of pond: 1.2 acre-feet, which is all active capacity. There is no dead storage. m. Name and address of owner of the land upon which this existing structure is located: Applicant. UNDERGROUND WATER RIGHTS 8. Poudre Well No. 1 a. Legal Description: Poudre Well No. 1 will be located within 100 feet of the river in the NE ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 1,820 feet from the South section line and approximately 2,220 feet from the West section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505590, Easting 439802, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River) c. Depth: 150 feet. d. Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e. Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture. g. If non-irrigation, describe purpose fully: Poudre Well No. 1 will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. The well may also be used to fill trucks transporting fish eggs or broodstock. h. Name and address of owner of the land upon which this new structure may be located: Applicant. 9. Poudre Well No. 2 a. Legal Description: Poudre Well No. 2 will be located in the NE ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,045 feet from the South section line and approximately 2,242 feet from the West section line, as shown on the map attached hereto as Exhibit A. The

December 2004 Resume Page 168 of 185

GPS location is Northing 4505660, Easting 439819, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River) c. Depth: 150 feet. d. Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e. Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture. g. If non-irrigation, describe purpose fully: Poudre Well No. 2 will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. Water will then be discharged to a groundwater infiltration/recharge system located approximately within the same distance from the river as the well. The well may also be used to fill trucks transporting fish eggs or broodstock. h. Name and address of owner of the land upon which this new structure may be located: Applicant. 10. Poudre Well No. 3 a. Legal Description: Poudre Well No. 3 will be located within 100 feet of the river in the NW ¼ of the SE ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 1,462 feet from the South section line and approximately 1,791 feet from the East section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505473, Easting 440261, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River). c. Depth: 150 feet. d. Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e. Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture. g. If non-irrigation, describe purpose fully: Poudre Well No. 3 will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. The well may also be used to fill trucks transporting fish eggs or broodstock. h. Name and address of owner of the land upon which this new structure may be located: Applicant. 11. Poudre Well No. 3B a. Legal Description: Poudre Well No. 3B will be located within 100 feet of the river in the NW ¼ of the SE ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 1,508 feet from the South section line and approximately 1,807 feet from the East section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505487, Easting 440266, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River) c. Depth: 150 feet d.Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e.Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture.g. If non-irrigation, describe purpose fully: Poudre Well No. 3B will be used as back-up well to Poudre Well No. 3. This well will only operate when Poudre Well No. 3 is not in operation. Poudre Well No. 3B will be pumped intermittently to ensure that it is operable should Poudre Well No. 3 become inoperable. When needed, Poudre Well No. 3B will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. The well may also be used to fill trucks transporting fish eggs or broodstock.h. Name and address of owner of the land upon which this new structure may be located: Applicant. 12. Poudre Well No. 4 a. Legal Description: Poudre Well No. 4 will be located within 100 feet of the river in the NW ¼ of the SE ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 1,480 feet from the South section line and approximately 2,210 feet from the East

December 2004 Resume Page 169 of 185 section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing4505483, Easting440135, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83.b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River) c. Depth: 150 feet. d. Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e. Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture. g. If non-irrigation, describe purpose fully: Poudre Well No. 4 will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. The well may also be used to fill trucks transporting fish eggs or broodstock. h. Name and address of owner of the land upon which this new structure may be located: Applicant. 13. Poudre Well No. 5 a. Legal Description: Poudre Well No. 5 will be located within 100 feet of the river in the NW ¼ of the SE ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 1,340 feet from the South section line and approximately 2,770 feet from the East section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505443, Easting 439955, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River) c. Depth: 150 feet. d. Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e. Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture.g. If non-irrigation, describe purpose fully: Poudre Well No. 5 will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. The well may also be used to fill trucks transporting fish eggs or broodstock. h. Name and address of owner of the land upon which this new structure may be located: Applicant. 14. Poudre Well No. 6 a. Legal Description: Poudre Well No. 6 will be located within 100 feet of the river in the NE ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 1,473 feet from the South section line and approximately 2,547 feet from the West section line, as shown on the map attached hereto as Exhibit A. The GPS location is Northing 4505483, Easting 439880, with points averaged. This GPS location information is in UTM format, Zone 13, with Units in meters and set to true north, and Datum is NAD83. b. Source: Alluvial Aquifer (Tributary to the South Fork Cache La Poudre River) c. Depth: 150 feet. d. Date of initiation of appropriation and how appropriation was initiated: April 21, 2003, when DOW completed a geophysical survey for well locations. e. Amount claimed: 500 gpm, conditional. The total pumping of wells decreed herein will not exceed 1,000 gpm. f. Use: Fish culture. g. If non-irrigation, describe purpose fully: Poudre Well No. 6 will deliver water to a fish isolation trailer or indoor hatchery facility, and to the pipeline distribution box for eventual deliver to any of the following structures 1) upper raceways, 2) lower raceways, and 3) Poudre Hatchery Fish Pond 1, as described above. The well may also be used to fill trucks transporting fish eggs or broodstock. h. Name and address of owner of the land upon which this new structure may be located: Applicant. PLAN OF AUGMENTATION 15. Name of structures to be augmented: Those structures described above in paragraphs 3 to 14. There are no other water rights diverted from these structures. 16. Previous decrees for water rights to be used for augmentation: a. The Canon Canal water right to be used for augmentation was originally decreed in Case No. 320, Larimer County District Court, State of Colorado, on April 11, 1882. b. The point of diversion for this water right was changed to the Poudre Valley Canal in Case No. 2378, Larimer County District Court, State of Colorado, on November 16, 1914. c. A portion of the Canon Canal water

December 2004 Resume Page 170 of 185 right, now owned by DOW, was changed from irrigation to augmentation in Case No. 86CW393, District Court, Water Division No. 1, State of Colorado, entered on August 26, 1988. d. DOW’s changed portion of the Canon Canal water right was approved as an augmentation source for the augmentation plan approved in Case No. 83CW311, District Court, Water Division No. 1, State of Colorado, entered on August 26, 1988. b. The legal descriptions for the point of diversions and place of storage are as follows: i. Point of diversion, Case No. 2378: Poudre Valley Canal Headgate On the east bank of the Cache La Poudre River at a point from whence the southeast corner of Section 10, Township 8 North, Range 70 West of the 6th P.M., Larimer County, bears south a distance of 4,900 feet. ii. Point of diversion, Case 83CW311: Watson Lake Diversion Weir A point on the west bank of the Cache La Poudre River whence the east quarter corner of Section 25, Township 8 North, Range 70 West of the 6th P.M., bears South 06º47’16”, East 3,096.07 feet. iii. Place of storage: Watson Lake Located in the NW ¼, Section 30, Township 8 North, Range 69 West of the 6th P.M., and in the NE ¼, Section 25, Township 8 North, Range 70 West of the 6th P.M., Larimer County. An initial point on the dam is North 08º45’ East 457.43 feet from the west quarter of Section 30. c. Source: Cache La Poudre River. d. Amount: Ten (10) acre-feet per year of the up to 142.9 acre-feet per year of historic consumptive use credit approved in Case Nos. 86CW393 and 83CW311. e. Appropriation: The Canon Canal water right was appropriated on March 15, 1868, and adjudicated on April 11, 1882, Case No. 320, Larimer County District Court, State of Colorado. f.. Decreed use: Augmentation. g. Historic Use: In Case No. 86CW393, 1.35 c.f.s. of the Canon Canal water right was changed from irrigation to augmentation use, and assigned a historic consumptive use credit of up to 142.9 acre-feet per year. This water right was approved as an augmentation source for the augmentation plan approved in Case No. 83CW311. Pursuant to that plan, the DOW no longer diverts its portion of the Canon Canal water right at the headgate of the Poudre Valley Canal as approved in Case No. 2378. Instead, this water is left in the river to offset out-of-priority evaporation depletions caused by the Bellevue Fish Hatchery and Watson Rearing Unit as provided in Case No. 83CW311. To the extent that the historic consumptive use credits exceed the evaporation depletions, up to 50 acre-feet per year of such excess water is diverted into Watson Lake for later release when needed. Historic operation of the augmentation plan shows that enough excess historic consumptive use credits exist to augment evaporative depletions at the Poudre River State Fish Unit and still meet the augmentation requirements of Case No. 83CW311. h. Name and address of owner of the land upon which structures are located: Applicant. 17. Statement of plan for augmentation: This plan for augmentation seeks to replace out-of-priority stream depletions at the Poudre River State Fish Unit due to surface evaporation from the hatchery’s facilities and the filling of fish transport vehicles. These annual depletions equal approximately 10 acre-feet based on approximately 5.1 acres of open water at the hatchery, and based on past fish transportation practices. All out-of-priority depletions shall be replaced in time, place and amount so as to avoid injury to vested water rights or decreed conditional water rights. Four mechanisms may be used to replace out-of priority depletions: Replacement of such depletions will be primarily made by releasing a portion of the 50 acre-feet of Canon Canal water previously changed to augmentation use under Case No. 86CW393, and historically diverted and stored in Watson Lake under Case No. 83CW311. 1. When the 50-acre pool of Canon Canal water in Watson Lake is full, historic consumptive use credit in excess of the evaporative depletions requiring replacement in Case No. 83CW311 shall remain in the river to replace out-of priority depletions from the Poudre River State Fish Unit. 2. Out-of-prioirty depletions may also be replaced by releasing water from the Inlet Supply Pond, the Poudre Hatchery Fish Pond 1 and the Poudre Hatchery Settling Pond 1, as described above, to the extent that water is stored in these structures in priority under the storage rights decreed herein. Out-of-priority depletions may also be replaced through administratively approved exchanges of Canon Canal augmentation water to the Inlet Supply Pond, the Poudre Hatchery Fish Pond 1 and the Poudre Hatchery Settling Pond 1, pursuant to C.R.S. §§ 37-80-120

December 2004 Resume Page 171 of 185 and 37-83-104, or through the exchanges approved herein, for later release from these structures. This plan also allows DOW, upon prior approval of the Division Engineer, to use additional or alternative sources of replacement water, including water leased on a yearly or less frequent basis, after the initial decree is entered if the use of said additional or alternative sources is part of a substitute water supply plan approved pursuant to C.R.S. § 37-92-308 (2004) or if such sources are decreed for such use.APPROPRIATIVE RIGHTS OF EXCHANGE As needed, the Canon Canal water will be left in the Cache La Poudre River or released from storage in Watson Lake and exchanged up the South Fork of the Cache La Poudre River to be stored in the Poudre Hatchery’s three storage structures; 1) Inlet Supply Pond, 2) Fish Pond No. 1 and 3) Settling Pond 1. Two separate exchange are needed to use the Canon Canal water directly or from storage in Watson Lake. The Poudre Hatchery Direct Exchange and the Watson Lake/Poudre Hatchery Exchange are described below, and the general locations of the exchange points are shown on the map attached hereto as Exhibit B. The Poudre Hatchery Direct Exchange Augmentation Water Source: Source: Cache La Poudre River, Canon Canal irrigation water rights originally adjudicated on April 11, 1882 under Case No. 320, Larimer County District Court and later changed to augmentation use under Case No. 86CW393. Location: Headgate of the Poudre Valley Canal. Amount: Annual total of 16 acre-feet at a rate of no more than 1.35 cfs. Original Date of Appropriation: 3/15/1868. Exchange From Point: Source: Cache La Poudre River. Location: Headgate of the Poudre Valley Canal. Amount: Annual total of 16 acre-feet at a rate of no more than 1.35 cfs, conditional. Date of Appropriation: December 30, 2004, which is the date of this application. Exchange To Points: 1. Poudre Hatchery Pipeline Diversion Source: South Fork of the Cache La Poudre River. Location: The point of diversion is located in the NW ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,489 feet from the South section line and approximately 620 feet from the West section line, as shown on the map attached hereto as Exhibit A. Amount: Annual total of 16 acre- feet at a rate of no more than 1.35 cfs, conditional. Date of Appropriation: December 30, 2004, which is the date of this application. 2. Poudre Hatchery Inlet Supply Pond Diversion Source: South Fork of the Cache La Poudre River. Location: The point of diversion is located in the SW ¼ of the NW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,543 feet from the North section line and approximately 579 feet from the West section line, as shown on the map attached hereto as Exhibit A. Amount: Annual total of 16 acre- feet at a rate of no more than 1.35 cfs, conditional. Date of Appropriation: December 30, 2004, which is the date of this application. The Watson Lake/Poudre Hatchery Exchange Augmentation Water Source: Source: Cache La Poudre River, Canon Canal irrigation water rights originally adjudicated on April 11, 1882 under Case No. 320, Larimer County District Court and later changed to augmentation use under Case No. 86CW393. Location: Headgate of the Poudre Valley Canal. Amount: Annual total of 16 acre-feet at a rate of no more than 1.35 cfs. Original Date of Appropriation: 3/15/1868 Exchange From Point: Source: Cache La Poudre River. Location: Watson Lake Outlet. The lake outlet valve is located in Section 30, T8N, R69W, 6th P.M, at a point from whence the west quarter corner of Section 30, T8N, R69W, 6th P.M. bears south 65o54’52” west a distance of 1096 feet. Amount: Annual total of 16 acre-feet at a rate of no more than 31 cfs, conditional. Date of Appropriation: December 30, 2004, which is the date of this application. Exchange To Points: 1. Poudre Hatchery Pipeline Diversion Source: South Fork of the Cache La Poudre River. Location: The point of diversion is located in the NW ¼ of the SW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,489 feet from the South section line and approximately 620 feet from the West section line, as shown on the map attached hereto as Exhibit A. Amount: Annual total of 16 acre- feet at a rate of no more than 31 cfs, conditional. Date of Appropriation: December 30, 2004, which is the date of this application. 2. Poudre Hatchery Inlet Supply Pond Diversion Source: South Fork of the Cache La Poudre River.Location: The point of diversion is located in the SW ¼

December 2004 Resume Page 172 of 185 of the NW ¼ of Section 32, Township 9 North, Range 74 West of the 6th Principal Meridian, approximately 2,543 feet from the North section line and approximately 579 feet from the West section line, as shown on the map attached hereto as Exhibit A. Amount: Annual total of 16 acre- feet at a rate of no more than 31 cfs, conditional. Date of Appropriation: December 30, 2004, which is the date of this application. The Applicant is the owner of the lands upon which the only new exchange structure, the Poudre Hatchery Pipeline Diversion, will be located, and upon which exchange water will be stored. The DOW requests the entry of a decree approving this application, including the requested surface water rights, storage water rights, underground water rights, appropriative right of exchange, and specifically determining that the source and location of the delivery of augmentation water are sufficient to avoid material injury to vested water rights.

04CW365 UNITED WATER ACQUISITION PROJECT WATER ACTIVITY ENTERPRISE, Robert A. Lembke, 9145 East Kenyon Avenue, Suite 100, Denver, CO 80237 (303-775-1003); FARMERS RESERVOIR AND IRRIGATION COMPANY, Manuel Montoya, Manager, 80 South 27th Avenue, Brighton, CO 80601 (303-659-7373); THE EAST CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT, ACTING THROUGH THE EAST CHERRY CREEK VALLEY WATER AND SANITATION DISTRICT WATER ACTIVITY ENTERPRISE, INC., David Kaunisto, District Manager, 6201 South Gun Club Road, Aurora, CO 80016 (303-693-3800) (c/o John Akolt, III, Esq. 80 South 27th Avenue, Brighton, CO 80601 and Kathleen M. Kulasza, Esq., P.O. Box 1106 Evergreen, CO 80437 Attorneys for The United Water Acquisition Project Water Activity Enterprise and The Farmers Reservoir and Irrigation Company and Brian M. Nazarenus, Esq. Friedlob Sanderson Paulson & Tourtillott, LLC, 1775 Sherman Street, 21St Floor, Denver, Colorado 80203, Attorney for East Cherry Creek Valley Water and Sanitation District.) APPLICATION FOR DECREED RIGHTS OF EXCHANGE IN ADAMS and WELD COUNTIES. 2. The Farmers Reservoir and Irrigation Company (“FRICO”) is a mutual ditch company organized under the laws of the State of Colorado that owns and operates a system of reservoirs and canals for the benefit of its shareholders. 3. Included among the canals and reservoirs within the FRICO system are Barr Lake and Milton Reservoir. Barr Lake is located within all or portions of Sections 21, 22, 23, 26, 27, 28 and 33 of Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. Milton Reservoir is situated in the Beebe Draw within all or portions of Sections 10, 11, 14, 15, 22 and 23 Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 4. The Beebe Draw is an alluvial valley parallel and east of the South Platte River alluvium that extends from Barr Lake in Section 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado to its alluvial confluence with the South Platte River mainstem in Sections 14, 15, 22, and 23, Township 5 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5. In addition to the decrees adjudicated directly to FRICO, in the Barr Lake division FRICO owns 1,257.67 of 2,112 shares of the Burlington Ditch, Reservoir and Land Company (“Burlington”) allocated for delivery below Barr Lake (Barr and Oasis Reservoirs). As a shareholder of Burlington, FRICO receives a pro-rata entitlement of the water diverted on the Burlington Oasis decrees and re-allocates it among the 2,800 FRICO shares within the FRICO Barr Lake division.6. The decrees within the Barr Lake and Milton Reservoir divisions are: 6.1 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

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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. 6.2 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 Canal South Platte River January 13, 1909 900 cfs Filling right for Barr Lake Burlington O’Brian Canal South Platte River March 9, 1908 600 cfs Direct flow right The above rights were adjudicated Nov. 12, 1924 Case No. 54658 Denver County District Court. 6.3 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 Burlington/O’Brian/Beebe Canal South Platte River May 29, 1909 200 cfs Direct/Storage The above rights were adjudicated Nov. 12, 1924 Case No. 54658 Denver County District Court 7. Decreed points of diversion: 7.1 Burlington-O’Brian Canal (Direct Flow and Oasis, Barr and Milton Reservoirs): Headgate on the South Platte River in Section 14, Township 3 South, Range 68 West of the 6th Principal Meridian. First Creek headgate is decreed as being located in the Northwest quarter, Section 14, Township 2 South, Range 67 West of the 6th Principal Meridian; Second Creek headgate is decreed as being located in the Northwest quarter of the Southeast quarter, Section 6, Township 2 South, Range 66 West of the 6th Principal Meridian; Third Creek headgate is decreed as located in the Northeast quarter of the Southeast quarter, Section 32, Township 1 South, Range 66 West of the 6th Principal Meridian. 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 Section 12, Township 3 South, Range 68 West of the 6th Principal Meridian. The Metropolitan District pump station diversion to the Burlington-O’Brian Canal is the subject of a pending change in point of diversion in Case No. 2002CW105. Milton Reservoir is adjudicated for diversion through the Platte Valley Canal (described below) and through the Burlington-O’Brian Canal identified in this section, and then through Barr Lake and the Beebe Canal to Milton Reservoir. Platte Valley Canal (Direct Flow and Milton Reservoir): Headgate on the South Platte River in Section 19, Township 2 North, Range 66 West of the 6th Prime Meridian 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. 8. The delivery canals extending below Barr Lake and Milton Reservoir are the following:8.1 The Burlington Company delivery canals below Oasis Reservoir (Barr Lake) consists of the 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. 8.2 The FRICO delivery canals below Barr Lake consist of the Speer, Platteville Lateral, Beebe, Bowles Seep, East and West Burlington, Neres, East Neres and the Box Elder Lateral Canals. From Barr Lake the delivery canals extend throughout the Beebe Draw in a northerly direction in excess of 35+ miles in length and up to 10 miles in width in Adams and Weld Counties, CO. 8.3 The FRICO delivery canal from Milton Reservoir is the

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Gilmore Canal that extends approximately 16 miles north and northeast of Milton Reservoir in Weld County, CO. 9. By an agreement dated December 18, 2003 between FRICO and the United Water and Sanitation District (“United”) and the East Cherry Creek Valley Water and Sanitation District (“ECCV”), FRICO has agreed to include the operation of the Barr Lake and Milton Reservoir divisions into an integrated water management plan to maximize the beneficial use of FRICO shares owned or held for the beneficial use of United and ECCV. In addition, FRICO seeks a decree for substitution and exchange to maximize the beneficial use of the water diverted and managed by FRICO for the benefit of all its shareholders. 10. Applications for new water rights, changes of water rights and rights of substitution and exchange have been filed or are filed simultaneously with this application as follows: 10.1 Case No. 2002CW105; 10.2 Case No. 2003CW85; 10.3 Case No. 2003CW442; 10.4 Case No. 2002CW396; 10.5 Two applications filed simultaneously herewith by the Applicants.11. Pursuant to the above applications, water will be diverted from the South Platte River and delivered into space available storage (including a pro-rata share of lake storage based upon share ownership in the reservoirs for those shareholders whose shares are agreed to be included in the FRICO “municipal operations plan”) in Barr Lake and Milton Reservoir. The water so diverted will be held in separate accounts in Barr and Milton Reservoir or may be released through Barr and Milton Reservoir to the FRICO delivery canals for accretion into the alluvium of Beebe Draw, for conjunctive alluvial storage or for augmentation of depletions to the Beebe Draw alluvium from existing and future wells that will be developed by United and ECCV for delivery of water to the users within their respective service areas. Plan for Appropriative Right of Substitution and Exchange. 12. Pursuant to C.R.S. 37-80-120, 37-83-104 and 37-92-302 FRICO seeks by this application to adjudicate the following appropriative right of substitution and exchange: 12.1 The overall reach of the exchange that is claimed by this application is from the West section line of Section 23, Township 4 North, Range 62 West of the 6th P.M., Weld County, Colorado, as the section line intersects the South Platte River (the “70 Ranch Recharge Point”) to the confluence of the Beebe Draw alluvium and the South Platte River in Sections 14,15, 22 and 23, Township 4 North, Range 65 West of the 6th P.M., Weld County (“Beebe Draw Confluence” and from such confluence to the headwaters of Beebe Draw at Barr Lake in Section 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. The exchanges described below, in part, are across segments that are wholly within the overall exchange reach. The exchange reach hereby claimed is from the 70 Ranch Recharge Point along the South Platte River to the Beebe Draw Confluence and from the Beebe Draw confluence upstream through the Beebe Draw, an alluvial valley without a natural stream, through Milton Reservoir the Beebe Canal (a canal that was constructed and is owned by FRICO) to the headwaters of the Beebe Draw at Barr Lake. 13 The exchanges that are sought pursuant to this application are the following: 13.1 70 Ranch Recharge Point to the Beebe Draw Confluence to Milton Reservoir or to the Beebe Draw Alluvium or to Barr Lake. 13.1.1 The 70 Ranch is a 13,000+ acre parcel of land extending from Section 9, Township 5 North, Range 63 West of the 6th P.M. to Section 3, Township 4 North Range 62 West of the 6th P.M., Weld County, CO. The 70 Ranch is owned by 70 Ranch LLC. 13.1.2 By agreement with the 70 Ranch LLC and by agreement with the United Water and Sanitation District (“United”) that owns easements and rights of way on the 70 Ranch property, FRICO has the right to divert and store water in the alluvium beneath the 70 Ranch property. 13.1.3 By agreement with the United Water and Sanitation District, FRICO is the operator of the water rights existing on the 70 Ranch and which are pending adjudication in this Court in certain of the applications set forth in paragraph 10, above. By further agreement between FRICO and United, water rights owned and being developed by United and ECCV are to be operated in an integrated water supply plan for the benefit of United, its assignees and distributes and the remaining shareholders of FRICO. 13.1.3.1 ECCV is the owner of the water rights decreed for the 70 Ranch, with United having a contractual right to use water from the rights in excess of ECCV’s Phase 1 Water deliveries. In

December 2004 Resume Page 175 of 185 addition to 70 Ranch water rights, ECCV is the beneficial owner of FRICO shares allocated for water delivery purposes to the Barr Lake and Milton Reservoir divisions of FRICO. As such, ECCV and United are the principal FRICO shareholders, whose rights are to be managed by FRICO pursuant to an integrated municipal water supply plan. The rights that are the subject of this application, and the rights that are requested in the applications that are described in paragraphs 10.1, 10.6 and 10.7, above, constitute the “integrated municipal water supply plan” that has been agreed to among FRICO, United and ECCV pursuant to an agreement dated December 18, 2003. 13.1.4 The “70 Ranch Recharge Point” is the downstream location on the mainstem of the South Platte River at which accretions to the alluvium beneath the 70 Ranch will reach the South Platte River mainstem. 13.1.5 Pursuant to the Change of Water Right and Plan for Augmentation, filed simultaneously herewith, shares of FRICO allocated for water delivery purposes to the Barr Lake and Milton Reservoir divisions, and shares of the Burlington Ditch, Reservoir and Land Company owned by FRICO, United and ECCV are being changed from irrigation to general municipal purposes. 13.1.6 Pursuant to the Change of Water Right application described in paragraph 13.1.5, return flows from the historic use of Barr Lake and Milton Reservoir shares will be maintained as legally required to prevent injury to other appropriators. Such return flows, in part, (1) accrete to the Beebe Draw between Barr Lake and Milton Reservoir; (2) accrete to the Beebe Draw between Milton Reservoir and the South Platte River at the Beebe Draw Confluence; and (3) accrete to Box Elder Creek and thence to the South Platte River upstream of the 70 Ranch Recharge Point. 13.1.7 At such times and in such amounts as historic return flows attributable to Barr Lake and Milton Reservoir shares are legally required to prevent injury to decreed rights at and below the 70 Ranch and the 70 Ranch Recharge points, the historic return flows attributable to the Barr Lake and Milton Reservoir shares can be made by release of water from the 70 Ranch at or above the 70 Ranch Recharge Point, and an equal amount of water retained in Milton Reservoir, the alluvium of Beebe Draw or Barr Lake allocated as “new” consumptive use water for the benefit of the shareholder providing for the maintenance of historic return flows from decreed water rights at the 70 Ranch. Water rights that are changed or decreed for diversion and storage at the 70 Ranch pursuant to the applications described in paragraphs 10.1, 10.6 and 10.7, above, provide the water for the exchange. 13.2 Milton Reservoir to the Beebe Draw alluvium and Barr Lake as replacement for Barr/Burlington Barr historic return flows. 13.2.1 Water that is diverted into Milton Reservoir pursuant to the applications set forth in paragraph 10 above constitutes “New Water” not otherwise available for diversion and storage pursuant to the Milton Reservoir decree. The consumptive use component of the Milton Lake decree , allocated to Milton Reservoir shareholders, subsequent to the change of water right for such shares, shall additionally be included in the accounting for “New Water" in Milton Reservoir. 13.2.2 Pursuant to the Change of Water Right and Plan for Augmentation, filed simultaneously herewith, shares of FRICO allocated for water delivery purposes to the Barr Lake and Milton Reservoir divisions, and shares of the Burlington Ditch, Reservoir and Land Company owned by FRICO, United and ECCV are being changed from irrigation to general municipal purposes. 13.2.3 Pursuant to the Change of Water Right application filed simultaneously herewith, return flows from the historic use of Barr Lake and Milton Reservoir shares will be maintained as legally required to prevent injury to other appropriators. Such return flows, in part, (1) accrete to the Beebe Draw between Barr Lake and Milton Reservoir; (2) accrete to Milton Reservoir; (3) accrete to the Beebe Draw between Milton Reservoir and the South Platte River at the Beebe Draw Confluence; and (4) accrete to Box Elder Creek and thence to the South Platte River upstream of the 70 Ranch Recharge Point. 13.2.4 At such times and in such amounts as historic return flows attributable to (FRICO) Barr Lake and (Burlington Company) Barr Lake shares (collectively “Barr Lake Shares”) are required to maintain the historic regimen of the stream for decreed rights at and below Milton Reservoir, the historic return flows attributable to the Barr Lake Shares can be made by release or crediting of “New Water” in Milton Reservoir

December 2004 Resume Page 176 of 185 and an equal amount of water retained in Barr Lake or the alluvium of Beebe Draw allocated as consumptive use water for the benefit of the shareholder or party providing for the maintenance of historic return flows from “New Water” in Milton Reservoir. 13.2.5Such fully consumable water may thereafter be beneficially used for irrigation and all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses, specifically including the uses set forth in the applications described in paragraph 10, above. 13.3 Milton to Barr and Beebe Draw alluvium. 13.3.1 Water that is diverted into Milton Reservoir pursuant to the applications set forth in paragraph 10 above constitutes “New Water” not otherwise available for diversion and storage pursuant to the Milton Reservoir decree. The consumptive use component of the Milton Lake decree, allocated to Milton Reservoir shareholders, subsequent to the change of water right for such shares, shall additionally be included in the accounting for “New Water" in Milton Reservoir. 13.3.2 As originally decreed, Milton Reservoir may be filled in part by diversion through the Burlington-O’Brian Canal, through Barr Lake and the Beebe Canal for storage and direct flow into Milton Reservoir. 13.3.3 When water is physically and legally available to the Milton Reservoir decree at the headgate of the Burlington-O’Brian Canal, such water may be retained in available storage in Barr Lake or may be accreted into the alluvium of Beebe Draw between Barr Lake and Milton Reservoir, with an equivalent amount of “New Water” in Milton Reservoir being allocated in exchange to the original Milton Reservoir decree. 13.3.4 Water retained in Barr Lake or the Beebe Draw alluvium above Milton Reservoir by the exchange described in paragraph 13.3.3, above, shall constitute fully consumable water that is to be allocated to the shareholder or party who provided the “New Water” in Milton Reservoir for the exchange. 13.3.5 Such fully consumable water may thereafter be beneficially used for irrigation and all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses, specifically including the uses set forth in the applications described in paragraph 10, above. 13.4 Beebe Draw alluvium to Barr or Milton shareholders. 13.4.1. Water that is accreted into the alluvium of Beebe Draw pursuant to the applications set forth in paragraph 10, above, and water that is accreted into the alluvium of Beebe Draw by exchange as provided by the exchanges set forth above in this application constitutes “New Water” not otherwise available for allocation to the shareholders of Barr Lake (FRICO and Burlington) and Milton Reservoir. 13.4.2 The water that is described in paragraph 13.4.1, above, may be pumped and delivered to the FRICO and Burlington shareholders as part of the water allocated to such shareholders in accord with the by- laws and regulations of FRICO and the Burlington Company. To the extent that the shareholder allocation is provided by the water described in paragraph 13.4.1, such water is not required to be released from or though Barr Lake, and may be retained in Barr Lake as “New” fully consumptive use water, which water is then to be allocated to the shareholder or party that provided the water described in paragraph 13.4.1 for the exchange. 13.4.3 Such fully consumable water may thereafter be beneficially used for irrigation and all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses, specifically including the uses set forth in the applications described in paragraph 10, above. 13.5 Beebe Draw alluvium below Milton Reservoir to Milton Reservoir. 13.5.1

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Pursuant to the applications that are described in paragraph 10, above, water is to be diverted and stored in the alluvium of Beebe Draw north of Milton Reservoir. The alluvial area is generally described as the “Lower Beebe Draw Wellfield”. 13.5.2 Water that is accreted into the alluvium of Beebe Draw pursuant to the applications set forth in paragraph 10, above constitutes “New Water” not otherwise available for allocation to the shareholders of Milton Reservoir. 13.5.3 The water that is described in paragraph 13.5.1, above, may be pumped and delivered to the FRICO Milton Reservoir shareholders as part of the water allocated to such shareholders in accord with the by-laws and regulations of FRICO. To the extent that the shareholder allocation is provided by the water described in paragraph 13.5.1, such water is not required to be released from or though Milton Reservoir, and may be retained in Milton Reservoir as “New” fully consumptive use water, which water is then to be allocated to the shareholder or party that provided the water described in paragraph 13.5.1 for the exchange. 13.5.4 Such fully consumable water may thereafter be beneficially used for irrigation and all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses, specifically including the uses set forth in the applications described in paragraph 10, above, and shall constitute a source of “New” consumptive use water in Milton Reservoir for further use and exchange as provided in this application. 13.6 Retiming exchanges. 13.6.1 Water that is accreted into the Beebe Draw alluvium pursuant to the applications that are described in section 10, above, or the consumptive use of water allocated to FRICO or Burlington Barr Lake shares, subsequent to the change of water right for said shares, which water is accreted into the alluvium of Beebe Draw constitutes “New” water that was not historically part of the alluvial waters of the Beebe Draw or the return flows attributable to water allocated on FRICO or Burlington Company shares in the Barr Lake and Milton Reservoir divisions. 13.6.2 The alluvial groundwater in the Beebe Draw is to be monitored and managed by the use of a Mod-Flow groundwater model on a daily basis.13.6.2 To the extent that the water described in paragraph 13.6.1, above, returns to the Beebe Canal during the time at which water deliveries are being made to FRICO and Burlington Company Barr Lake shareholders, such amount of water will not be required to be released from Barr Lake to provide for the delivery of the allocated water to the shareholders. To such extent, the amount of water that is replaced by the accretion of water to the Beebe Canal can be retained in Barr Lake and allocated as “New” fully consumptive use water for the benefit of the shareholder or party that provided the replacement water described in paragraph 13.6.1, above. 13.6.2.1 Such New fully consumable water may thereafter be beneficially used for irrigation and all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, recreation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses, specifically including the uses set forth in the applications described in paragraph 10, above, and shall constitute a source of “New” consumptive use water in Milton Reservoir for further use and exchange as provided in this application. 13.6.3 Water diverted and stored in the alluvium as described in paragraph 13.6.1, above, is to be monitored and managed by the use of a Mod-Flow groundwater model on a daily basis.13.6.3.1 To the extent that the water described in paragraph 13.6.3, above, is determined to accrete to Milton Reservoir, such water is “New” water available for storage or delivery of water in Milton Reservoir. As “New” fully consumable water in a separate account in Milton Reservoir, such water will bear its proportional share of seepage and evaporation losses from Milton Reservoir. The “New” water maintained in the Milton Reservoir account can thereafter be used as a source of replacement and exchange as provided in this application and the rights that

December 2004 Resume Page 178 of 185 are requested pursuant to the applications that are described in paragraph 10, above. 13.6.3.2 To the extent that the water described in paragraph 13.6.3, above, is determined to be “migrating” through the alluvium of the Beebe Draw, or to the surface flows of the Beebe Canal, such water is “New” water that is not part of the historic water supply for the Beebe Draw alluvium or the Beebe Canal. To the extent that such water is not required as replacement for current depletions or otherwise exchanged as provided in this application, this water may be re-accreted into the alluvium of Beebe Draw and the timing and amount of such water “re-timed” for the maximum utilization of such water within the FRICO system for the benefit of its shareholders or parties who have provided for the “New” water. 13.6.3.2.1 The “re-timing” may be accomplished by diverting such water through the Beebe Canal to the Bowles Seep Canal or the Neres Canal and re-accreted to the Beebe Draw Alluvium. 13.6.3.2.2 The “re-timing” may also be accomplished by pumping water from the Beebe Canal to up gradient canals, Bowles Seep, East and West Burlington, Speer and Neres to provide for re-accretion to the Beebe Draw Alluvium. 13.6.3.2.3 The “re-timing” may also be accomplished by directing the effluent from the Lochbuie sewage treatment plant, that presently discharges into the Beebe Canal, into the Bowles Seep Canal or other canals within the FRICO system and accreting such flows into the alluvium of Beebe Draw. The water returning from the Lochbuie sewage treatment plant that is otherwise owed to the Beebe Canal may be replaced by available water from the rights that are described in section 10, above, or return flows from “new” Barr Lake water as provided herein, resulting in an extended availability of such water for replacement of well depletions within Beebe Draw as part of the integrated water supply program. 14. While the amounts attributable to return flows to the Beebe Canal are anticipated to be substantially less than the maximum rate of exchange against the “New” water accounts in Barr Lake and Milton Reservoir, such accounts may be exchanged at the full diversion rate of the Barr Lake and Milton Reservoir decrees, as said decrees divert water into the reservoirs. As such the maximum exchange rates that are requested by this application are 350 cfs for the Burlington Company Barr Lake exchange, 900 c.f.s. for the FRICO Barr Lake exchange and 510 cfs for the Milton Reservoir exchange. 15. The appropriation date claimed for this exchange is: December 18, 2003. Claim is made by virtue of execution of agreement with United and ECCV in public meeting and by posting the exchange reach.16. All structures and locations upon which water will be stored are owned by FRICO or by 70 Ranch LLC (affiliated with the United Water and Sanitation District). 16.1 The address of the 70 Ranch, LLC is: c/o Robert A. Lembke, 9145 East Kenyon Avenue, Suite 100, Denver, Colorado 80237. (12 pages, 2 exhibits)

AMENDED APPLICATIONS 02CW236 PLATTE VALLEY IRRIGATION COMPANY, c/o Donna Coble, Secretary, P.O. Box 1318, 1025 Ninth Avenue, #309, Greeley, CO 80631, 970-353-1292. (Wendy S. Rudnik, No. 24771, Bernard, Lyons, Gaddis & Kahn, P.C., Attorneys for Platte Valley Irrigation Company, P.O. Box 978, Longmont, CO 80502-0978. Telephone: (303) 776-9900.) AMENDMENT TO APPLICATION FOR WATER RIGHT, IN WELD COUNTY. 2. Name of structure: Platte Valley Recharge and Storage Project. 3. Legal description of diversion: The diversion works of the Platte Valley Canal are located on the east bank of the South Platte River in the NE ¼ of Section 19, Township 2 North, Range 66 West of the 6th P.M., Weld County, Colorado approximately 1,360 feet west of the east line and 968 feet north of the south line of Section 19. 4. Source: South Platte River. 5. Appropriation: a) Date: October 29, 2002. b) How Appropriation was Initiated: Resolution of the Board. 6. Description of Recharge: Water will be diverted at the existing headgate of the Platte Valley Canal and allowed to percolate into the underground aquifer and return to the river for Applicant’s uses. Applicant will use the Platte Valley Canal; the Evans No. 2 Ditch, which branches from the Platte Valley Canal; and the Recharge Sites identified below and the lateral ditches that deliver water from the Platte Valley

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Canal or the Evans No. 2 Ditch to the Recharge Sites as areas of recharge where water will be allowed to percolate back to the river. 7. Location of Recharge Sites: The locations of the recharge sites have been changed from the original application to the locations identified as follows and as shown in EXHIBIT A: 1. Recharge Site No. 1 (Thompson Site): SE ¼ of Section 6, Township 3 North, Range 66 West of the 6th P.M., more particularly described as EXHIBIT B. 7.1.1 Surface area of high water line: 2.30 acres. 7.1.2 Maximum height of dam: Not applicable since pond will be excavated below the surface of the land. 7.1.3 Length of the dam: Not applicable since pond will be excavated below the surface of the land. 7.1.4 Total active capacity of reservoir: 34 acre-feet. 7.2. Recharge Site No. 2 (Hunt Site): NW ¼ of Section 33, Township 4 North, Range 66 West of the 6th P.M., more particularly described in EXHIBIT C. 7.2.1 Surface area of high water line: 2.62 acres. 7.2.2 Maximum height of dam: Not applicable since pond is excavated below surface of land. 7.2.3 Length of the dam: Not applicable since pond is excavated below surface of land. 7.2.4 Total active capacity of reservoir: 39 acre-feet. 7.3 Amount: 215.95 cfs, CONDITIONAL. 7.4 Use: Augmentation, recharge, replacement, exchange and irrigation. Irrigation will be of lands currently irrigated by water from the Platte Valley Canal and the Evans No. 2 Ditch. Applicant intends to fully utilize the water claimed 100 percent to extinction to the extent it is feasible to account for the water. 8. Description of Storage: Water will be diverted at the existing headgate of the Platte Valley Canal and delivered to the Evans No. 2 Ditch, which branches off the Platte Valley Canal, to the reservoir. 8.1 Name of Structure: Platte Valley Reservoir No. 1. 8.2 Legal Description of Dam Location: NE ¼ of Section 9, Township 3 North, Range 66 West of the 6th P.M., Weld County, Colorado as shown in EXHIBIT D. 8.3 Name and capacity of ditch or ditches used to fill reservoir and legal description of each point of diversion: Water shall be diverted into the Platte Valley Canal, the diversion point for which is described in paragraph 3 and delivered to the Evans No. 2 Ditch to the reservoir as shown on the map in EXHIBIT D. 8.4 Amount claimed: 300 acre-feet, with the right to refill, CONDITIONAL. The rate of diversion for filling the reservoir is 215.95 cfs. 8.5 Surface area of high water line: 43 acres. 8.5.1. Maximum height of dam: 11 feet. 8.5.2 Length of dam: 5500 feet. 8.6 Total capacity of reservoir: 300 acre-feet (with no dead storage). 8.7 Source: South Platte River. 8.8 Appropriation: 8.8.1. Date: October 29, 2002. 8.8.2 How Appropriation was Initiated: Resolution of Board. 8.9 Use: Augmentation, recharge, replacement, exchange, recreation and irrigation. Irrigation will be of lands currently irrigated by water from the Platte Valley Canal and the Evans No. 2 Ditch. Applicant intends to fully utilize the water claimed 100 percent to extinction to the extent it is feasible to account for the water. 9. Name and Address of Owner of Structures: Applicant is a co-owner of the Platte Valley Canal and the sole owner of the Evans No. 2 Ditch. The Farmers Reservoir and Irrigation Company is a co-owner of the Platte Valley Canal and has an office located at 80 South 27th Ave., Brighton, CO 80601. Recharge Site No. 1 is owned by Timothy J. Thompson, 17295 U.S. Highway 85, Platteville, CO 80651. Recharge Site No. 2 is owned by David W. Hunt and Kayleen J. Hunt, 14460 County Road 40, Platteville, CO 80651. Platte Valley Reservoir No. 1 property is owned by Charles T. Anderson, 14900 Weld County Road 36, Platteville, CO 80651.

04CW46 PAWNEE WELL USERS, INC., P.O. Box 1150, Sterling, CO 80751 (Veronica A. Sperling, Richard J. Mehren, Moses, Wittemyer, Harrison and Woodruff, P.C., P.O. Box 1440, Boulder, CO 80306-1440, 303-443-8782; Ray Ann Brammer, Brammer Law Office, P.C., P.O. Box 1827, Sterling, CO 80751, 970-521-0700). SECOND AMENDMENT TO APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN LOGAN, MORGAN AND WASHINGTON COUNTIES. 2. Amendments to Application: A. Paragraph 3.E. of the Application, as amended, states that applicant’s members own 1,470.2 acre-rights of the Logan Irrigation District and that Prewitt Reservoir water available to those acre-rights has historically been used for irrigation purposes on approximately 1,470.2

December 2004 Resume Page 180 of 185 acres of land in Logan County. Paragraph 3.E. of the Application is hereby further amended to state that applicant’s members own 2,680.4 acre-rights of the Logan Irrigation District (the “subject Logan Prewitt acre-rights”) and that Prewitt Reservoir water available to the subject Logan Prewitt acre-rights has historically been used for irrigation purposes on approximately 2,680.4 acres of land in Logan County. A revised map is attached to the Second Amendment to Application showing the location of the lands historically irrigated by the Logan Irrigation District acre-rights owned by applicant’s members. The Logan Irrigation District is the owner of 17/31 of the water rights decreed to Prewitt Reservoir. Prewitt Reservoir is located in parts of Sections 1, 2, 10, 11, 12, 13, 14 and 15, Township 5 North, Range 54 West of the 6th P.M., and in parts of Sections 5, 6 and 7, Township 5 North, Range 53 West of the 6th P.M., all in Washington County, Colorado, and in the SE1/4 of the SE1/4 of Section 36, Township 6 North, Range 54 West, and in the SW/1/4 and the SW1/4 of the SE1/4 of Section 31, Township 6 North, Range 53 West, 6th P.M., all in Logan County, Colorado. The headgate of the Prewitt Inlet Canal is located on the east bank of the South Platte River in the SW1/4 of Section 24, Township 5 North, Range 55 West, 6th P.M., in Morgan County, Colorado. B. Paragraph 6 of the Application, as amended, is hereby further amended by the addition of the following 12 wells, owned by new members of applicant, all of which divert groundwater tributary to the South Platte River, and replacement, supplemental and alternate point of diversion wells therefor. These 12 wells and the 24 wells included in the Application, as amended, are referred to as the “Subject Wells.” A revised map showing the approximate locations of the Subject Wells is attached to the Second Amendment to Application. The owner name, permit number, decree number, structure ID, and legal description for the 12 wells being added by the Second Amendment are as follows: Lorraine and Vincent Baseggio, 11768, W-809, 64 5164, SW1/4NE1/4 §14-T7N-R53W; Lorraine and Vincent Baseggio, 20058, W-809, 64 5165, SW1/4NW1/4 §14-T7N-R53W; Tommy Chestnut, Jr., 2094F, W-1526, 64 6496, SW1/4NW1/4 §34-T7N-R53W; Jacob Hein, 4243F, W-1233, 64 5393, NW1/4NW1/4 §24-T7N-R53W; Jacob Hein, 20154, W-1233, 64 5391, SW1/4SW1/4 §13-T7N-R53W; Loren J. Johnson, RF580, W-1994, 64 5387, SW1/4SE1/4 §12-T7N-R53W; Sandra Meininger, 5780F, W-791, 64 5923, SW1/4SE1/4 §14-T7N-R53W; Mori Brothers, Inc., 0568, W-1358, 64 5955, NW1/4NW1/4 §23-T7N-R53W; Mori Brothers, Inc., 10012, W-1358, 64 5957, NW1/4NE1/4 §22-T7N-R53W; Mori Brothers, Inc., 20061, W- 1358, 64 5956, NW1/4NE1/4 §22-T7N-R53W; William Smith, 1093, W-632, 64 5615, SW1/4SW1/4 §33-T7N-R53W; William Smith, 4470F, W-1649, 64 6487, NE1/4NE1/4 §33-T7N-R53W. C. Paragraphs 6, 7.C. and 9.A. of the Application, as amended, are hereby further amended to include the well with Permit No. 8856 (Don Fritzler) as an additional well to be used for augmentation. A well permit application for augmentation use of this well will be submitted to the Colorado Division of Water Resources. D. Paragraph 9.B. of the Application, as amended, states that applicant’s members own 108.44 shares of the 500 shares (21.7%) of Farmers’ Pawnee Canal Company stock. Paragraph 9.B. of the Application, as amended, is hereby amended to state that applicant’s members own 176.156 shares of the 500 shares (35.2%) of Farmers’ Pawnee Canal Company stock. 3. Except as expressly amended herein and in the previous amendment filed herein on April 26, 2004, the Application for Change of Water Rights and Approval of Plan for Augmentation filed herein on March 16, 2004, remains unchanged. 4. All statements of opposition previously filed herein shall apply to this Second Amendment to Application. (5 pages + 2 attachment pages)

04CW106 (97CW102) CITY OF ARVADA, 8101 Ralston Road, Arvada, CO 80002, (720) 898- 7766, Steven P. Jeffers, Mark D. Detsky, Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900, AMENDED APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE CONDITIONAL WATER RIGHTS ABSOLUTE IN JEFFERSON and ADAMS COUNTIES. This Amended Application is filed

December 2004 Resume Page 181 of 185 to properly identify Adams County in the caption. No other changes were made to the original application. 2. Name of Conditional Water Rights: Ralston Creek Exchange I, Metropolitan Denver Waste Water Treatment Plant Exchange to Clear Creek or Ralston Creek, Ward Road Pond to Arvada Reservoir Exchange. 3. Describe Conditional Water Rights (as to each structure) from Referee’s Ruling and Decree (include a map): A) Date of original decree: February 13, 1991; Case No. 88CW105, District Court, Water Division No. 1. Diligence decree entered on April 24, 1998, in Case No. 97CW102. B) Description of conditional water rights and rates of diversion: The Court previously decreed absolute Arvada’s exchanges identified as Clear Creek Exchange, Ralston Creek Exchange II, Ralston Creek to Clear Creek Exchange and Clear Creek to Ralston Creek Exchange. The following exchanges remain conditional or partially conditional and are the subject of this application. i) Ralston Creek Exchange I. Water to which Arvada is entitled pursuant to the decree in Case No. 88CW105 from the Reno-Juchem Ditch, the Slough Ditches, the Fisher Ditch, the Church Ditch, the Farmers High Line Canal, the Swadley- Longan Ditch and the Manhart Ditch and which is conveyed to Ralston Creek in the Croke Canal, the Church Ditch, the Farmers High Line Canal or the Reno-Juchem Ditch may be released to Ralston Creek and an equal amount may be stored in Arvada Reservoir. The maximum rate of the exchange from the Reno-Juchem Ditch is 0.1 cfs. The maximum rate of this exchange from the Slough Ditches is 0.32 cfs, which has previously been decreed absolute. The maximum rate of the exchange from Fisher Ditch is 0.23 cfs. The maximum amount of this exchange from the Church Ditch is 0.437 cfs, which has previously been decreed absolute. The maximum rate of the exchange from the Farmers High Line Canal is 19.5 cfs, of which 14 cfs has previously been decreed absolute and 5.5 cfs is conditional. The maximum rate of the exchange from the Swadley-Longan Ditch is 0.03 cfs. The maximum rate of the exchange from the Manhart Ditch is 0.04 cfs. Ii) Metropolitan Denver Waste Water Treatment Plant Exchange to Clear Creek or Ralston Creek. Treated sewage effluent from the Metropolitan Denver Waste Water Treatment Plant for which Arvada is entitled to claim credit pursuant to the decree in Case No. 88CW105, and which effluent is in excess of return flow obligations due at the outfall of the treatment plant, may be released at the plant outfall and an equal amount of water may be diverted either at the headgate of the Croke Canal on Clear Creek or at Arvada Reservoir on Ralston Creek. The cumulative rate of flow for this exchange, together with the like treatment plant exchanges described in the decrees in Case Nos. W-8762-77, 82CW359, 85CW409, and 85CW410, is 12 cfs. 4.77 cfs of the exchange to Clear Creek (headgate of Croke Canal) was decreed absolute in 97CW102. The remaining conditional amount of the exchange to Clear Creek is 7.23 cfs. 4.87 cfs of the exchange to Ralston Creek (Arvada Reservoir) was decreed absolute in 97CW102. The remaining conditional amount of the exchange to Ralston Creek is 7.13 cfs. iii) Ward Road Pond to Arvada Reservoir Exchange. Water to which Arvada is entitled pursuant to the decree in Case No. 88CW105 from the Reno-Juchem Ditch, the Slough Ditches, the Fisher Ditch, the Manhart Ditch, the Swadley-Longan Ditch, the Church Ditch and the Farmers High Line Canal may be diverted into the Ward Road Pond. Water will be released to Clear Creek from Ward Road Pond and (1) exchanged up to the Croke Canal and stored in Arvada Reservoir, or (2) bypassed down Clear Creek and delivered to the confluence of Ralston Creek and Clear Creek and an equal amount of water diverted at Arvada Reservoir. The total volume of water that may be stored in Ward Road Pond for exchange from Ward Road Pond as described in this paragraph and as described in the decrees in Case Nos. 85CW409 and 85CW410 is 300 acre feet during the period April 1 through October 31 of each year. The cumulative rate of flow for the Ward Road Pond to Arvada Reservoir Exchange described in this paragraph, together with the like Ward Road Pond to Arvada Reservoir Exchange described in the decrees in Case Nos. 85CW409 and 85CW410, is 33 cfs. Arvada has agreed to not operate the Ward Road Pond to Arvada Reservoir Exchange until Arvada has obtained a decree of the Water Court determining that Arvada has the ability to control and monitor inflows and outflows from Ward Road Pond and such storage in Ward Road

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Pond will not injure other vested water rights. C) Location: The locations of the structures involved in the above-described exchanges are depicted on the map attached hereto as EXHIBIT A and are described as follows: i) Arvada Reservoir. Arvada Reservoir is located in Section 3 and the NW ¼ of Section 2, Township 3 South, Range 70 West, 6th P.M., and the SE ¼ Section 33, Township 2 South, Range 70 West, 6th P.M., Jefferson County, Colorado. The centerline of the dam of Arvada Reservoir is described as follows: Commencing at the NE Corner of Section 3, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, Colorado; thence at an angle to the right of 17º34’59” from the East line of said Section 3, a distance of 200.75 feet to the True Point of Beginning. Thence at a deflection angle to the right of 4º52’48”, a distance of 1683.374 feet to a point of curvature; thence along a curve to the right, having a radius of 2585.813 feet, and a delta of 26º07’37”, a distance of 1179.134 feet to a point of tangency; thence along the tangent of the before-described curve, a distance of 819.242 feet to the point of ending. ii) Croke Canal. The Clear Creek headgate of the Croke Canal is at a point on the North bank of Clear Creek in the NW ¼ NE ¼ of Section 26, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, Colorado. iii) Farmers High Line Canal. The Clear Creek headgate of the Farmers High Line Canal is located on the North bank of Clear Creek in the N ½ SW ¼ of Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, Colorado, about 860 feet South, 7º30’ East (magnetic bearing) from the NE corner of the W ½ of said Section 27. iv) Church Ditch. The Clear Creek headgate of the Church Ditch is located on the North bank of Clear Creek approximately one mile West of Golden, at a point in the SE ¼ NW ¼ NE ¼ of Section 32, Township 3 South, Range 70 West of the 6th P.M., South 69º30’ West, 1,450 feet from the NE corner of said Section, Jefferson County, Colorado. v) Reno-Juchem Ditch. The Clear Creek headgate of the Reno-Juchem Ditch is located in the NE ¼ SE ¼ SW ¼, Section 19, Township 3 South, Range 69 West of the 6th P.M. at a point on the North bank of Clear Creek about 1,350 feet upstream of Eldridge Street, Jefferson County, Colorado. vi) Swadley-Longan Ditch. The Ralston Creek headgate of the Swadley-Longan Ditch is located on the North bank of Ralston Creek in the SE ¼ NW ¼, Section 4, Township 3 South, Range 69 West, Jefferson County, Colorado. vii) Slough Ditches. The Clear Creek headgate of the Bayou Ditch Association (Slough Ditches) is located in the NE ¼ SE ¼, Section 19, Township 3 South, Range 69 West of the 6th P.M., at a point on the North bank of Clear Creek ¼ mile West of the Youngfield Street Bridge, Jefferson County, Colorado. viii) Manhart Ditch. The decreed point of diversion for the Manhart Ditch is on the North bank of Ralston Creek in the SW ¼, Section 12, Township 3 South, Range 69 West of the 6th P.M., Jefferson County, Colorado. ix) Fisher Ditch. The decreed point of diversion for the Fisher Ditch is on the South bank of Clear Creek in the SW ¼, Section 8, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado. x) Metropolitan Denver Waste Water Treatment Plant Outfall. The outfall of the Metropolitan Denver Waste Water Treatment Plant is at a point on the East bank of the South Platte River in Section 1, Township 3 South, Range 68 West, which lies 1,400 feet East of the SW corner of said Section 1, Adams County, Colorado. xi) Ward Road Pond. Ward Road Pond is located in the NE ¼, Section 20, Township 3 South, Range 69 West, 6th P.M., Jefferson County, Colorado. D) Source of water diverted by exchange: Ralston Creek and Clear Creek, which are tributaries of the South Platte River. E) Appropriation Date: January 20, 1988. F) Use: Municipal (including domestic, irrigation, commercial and industrial), recreational, fish and wildlife propagation, irrigation, and augmentation purposes. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: The subject conditional exchanges are part of Arvada’s integrated municipal water supply system, which Arvada continued to develop during the diligence period to meet growing demands within its service area. During the subject diligence period, Arvada conducted the following work at a cost in excess of $1.8 million: A) Conducted a comprehensive engineering inspection of Arvada

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Reservoir, its outlet gates and structure at a cost of $7,500. B) Designed and constructed Arvada’s Church Ditch Pump Station and pipeline to deliver to Arvada Reservoir a portion of the water that is a source of the subject conditional water rights at a cost of approximately $1,500,000. C) Conducted engineering studies for an enlargement of Arvada Reservoir at a cost of approximately $300,000. D) Adjudicated water court cases including: Case No. 2000CW235 for a change of water rights associated with Arvada’s FRICO shares; Case No. 2001CW030 for diligence on a conditional water right for Arvada Reservoir/Tucker Lake Exchange; and Case No. 2002CW012 for diligence on a conditional water right for Blunn Lake Reservoir – Seepage Control System. E) Opposed numerous water court cases filed by others to protect from injury Applicant’s water rights, including the subject conditional water right, and has incurred legal and engineering expenses in defense of this water right. 5. If a claim to make absolute, water applied to beneficial use: A) Dates and Amounts: The following amounts of water were diverted and put to beneficial use under the terms of the decree in Case No. 88CW105, in addition to the amounts previously decreed absolute: i) Arvada exercised Ralston Creek Exchange I, described in paragraph 3.B.i. above, on the following dates in the following amounts: (a) 0.1 cfs from the Reno-Juchem Ditch on June 12, 2003; (b) 0.23 cfs from the Fisher Ditch on May 23, 2000; (c) 14.6 cfs from the Farmers High Line Canal on May 3, 2003 (representing an additional 0.6 cfs made absolute); (d) 0.03 cfs from the Swadley-Longan Ditch on June 12, 2003; and (e) 0.04 cfs from the Manhart Ditch on June 3, 2003. ii) Arvada exercised the Metropolitan Denver Waste Water Treatment Plant Exchange to Clear Creek or Ralston Creek, described in paragraph 3.B.ii. above, at a maximum rate of 6.05 cfs to Ralston Creek (Arvada Reservoir) on July 6, 1998 (representing an additional 1.18 cfs made absolute). Iii) Copies of Arvada’s accounting sheets demonstrating Arvada’s exercise of these conditional water rights are attached as EXHIBIT B. B) Use: The water diverted under the subject exchanges was used for municipal purposes within Arvada’s municipal water system, for recreational, fish and wildlife propagation purposes in Arvada Reservoir, and for irrigation, and augmentation purposes. C) Description of place of use where water is applied to beneficial use: Within Arvada’s water service area. 6. Name(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The Arvada Reservoir and Ward Road Pond are owned by Arvada. The Reno-Juchem Ditch and the Swadley- Longan Ditch are owned by the Consolidated Juchem Ditch and Reservoir Company whose address is 5320 West 67th Avenue, Arvada, Colorado 80003. The Fisher Ditch is owned by the Fisher Ditch Company whose address is 4653 Table Mountain Drive, Golden, Colorado 80403. The Farmers High Line Canal is owned by the Farmers High Line Canal & Reservoir Company whose address is 725 Malley Drive, Northglenn, Colorado 80233. The Manhart Ditch is owned by the Manhart Ditch Company whose address is P.O. Box 8101, Arvada, Colorado 80001. The Croke Canal is owned by the Farmers Reservoir and Irrigation Company whose address is 80 South 27th Avenue, Brighton, CO 80601. The Metropolitan Denver Waste Water Treatment Plant is owned by Metro Wastewater Reclamation District, whose address is 6450 York Street, Denver, Colorado 80229. WHEREFORE, Arvada requests that this Court enter a decree finding and determining that: 1) Arvada has made the conditional water rights absolute in the amounts described in paragraph 5; 2) Arvada has exercised reasonable diligence in the development of the remaining conditional water rights; and 3) The remaining conditional water rights should be continued in full force and effect for an additional six years.

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.

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YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of FEBRUARY 2005 (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.

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