SUPREME COURT OF COLORADO

OFFICE OF THE CHIEF JUSTICE

AMENDED 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), 10 CRS (2003), the following judges are designated or redesignated as water judges for the water divisions of the state for 2004:

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 W. Ossola (until 10/31/04) Thomas P. Craven (eff. 11/01/04 Daniel B. Petre* (eff. 11/01/04)

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

Division 7 Gregory G. Lyman David L. Dickinson*

Dated this 6th day of October, 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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DISTRICT COURT, WATER DIVISION 1, COLORADO

September 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 September 2004 for each County affected.

04CW222 JAMES AND LINDA RAY, 25137 Agate Ave., Conifer, CO 80433 (303-697-8946). APPLICATION FOR UNDERGROUND WATER RIGHT IN JEFFERSON COUNTY. Well Permit #65932, Legal description of well: Jefferson County, SW¼ NE¼ S24, T6S, R71W of the 6th PM. Distance from section lines: 2500 feet from N and 2200 feet from E in Angel Acres, Lot 1. Source: Fracture, 200 feet deep. Date of appropriation: 10/25/1972. Appropriated initiated: 09/15/1972. Date water applied to beneficial use: 10/25/1974. Amount claimed: 5 gpm ABSOLUTE. Aquifer: fracture. Amount claimed: one acre foot. Non-irrigation: Household use.

04CW223 DOTY FARMS, 20830 MCR 34, Fort Morgan, CO, 80701 C/O Kim R. Lawrence of LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)256- 9160 APPLICATION FOR CHANGE OF WATER RIGHTS AND PLAN FOR AUGMENTATION IN MORGAN COUNTY. 2. Change of Water Right: Doty Well No. 2- RF-1119 (14635-R). 2.1. Previous Decrees: Doty Well No. 2-RF-1119 (14635-R) was decreed in Case m W-4785 on October 28, 1977 with appropriation date of June 20, 1934, for 1.55 cfs for irrigation or 320 acres in the W1/2 of Section 19 and the NW1/4 NW1/4 of Section 30,Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado, along with Doty Well No. 1- 14163. 2.2. Historic Use: The well has been historically used to irrigate 80 acres in the W1/2 of Section 19 and the NW1/4 NW1/4 of Section 30,Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado. The crops grown were a rotation of alfalfa and corn. Since 2000 the well has been used for feedlot operations. Estimates of the consumptive use for the feedlot have been made based on the average monthly head at the feedlot and using 8 gallons per head per day. Since 2004 the well has been metered. The monthly consumptive use estimates in acre feet are as follows.

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

1.6 1.4 1.5 1.2 0.4 0.0 0.3 0.8 1.2 1.9 2.0 1.8 2.3. Proposed Change: Applicant seeks to change the use of Doty Well No. 2-RF-1119 to commercial feedlot, dust suppression and livestock watering. 3. Decreed Name of Structures to be Augmented: Doty Well No. 2-RF-1119 (14635-R) and Doty Well No. 59329-F. 4. Plan for Augmentation: 4.1. Depletions from Well RF-1119: Applicant proposes a plan of augmentation to prevent injury to senior appropriators from any out-of-priority diversions by the wells. The irrigation requirement for the 80 acres of crops irrigated by Well RF-1119, during the period, 1974 to 1999, was estimated on a monthly basis using the Hargreaves method. This method uses a monthly time step in combination with grass related references (ETO). The method requires daily minimum and maximum temperatures values and uses solar radiation. The reason this method was used was lack of accurate daily weather data. This methodology is generally accepted when limited accurate weather data is available. The 2000 to 2003 data is based upon head counts provided by Doty Farms. The head counts are an average for the months. It is assumed during the years with only head count information that the cattle consumed 8 gallons per head per day. During 2004 the usage was recorded by flow meters on the well. During the

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operation of the plan the flow meter will be read once a month. The water withdrawn from this well used for the feedlot operations is considered to be 100% consumptive. Lagged stream depletions resulting from well operations were calculated using the methodology outlined by Glover (Glover, 1977). The Integrated Decision Support Alluvial Water Accounting System (AWAS) was used with the Alluvial Aquifer setting. This setting uses a parallel no-flow boundary condition to compute stream depletions. The four parameters used in the calculation of the depletions are; Transmissivity (T) B 176,000 gal/day/ft, Width of aquifer (W) B 16,143 ft, Distance of Well to Stream (X) B 6,393 ft, and a Specific Yield (S) of 20%. The table below represents the stream depletions from August 2004 to July 2005 in acre feet.

Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul

-2.1 -2.0 -2.1 -2.0 -2.1 -2.2 -2.0 -2.2 -2.1 -2.1 -2.0 -1.9 4.2. Depletions from Well No. 59329-F: Diversions from the augmentation well are metered and depletions from the augmentation well will be calculated based on the Application in 03CW222. 4.3. Replacement Sources: 4.3.1. Applicant is entitled to recharge credits from the Deuel and Snyder Recharge Project pending in Case No. 03CW222 based on its prorata share ownership of ditch shares and 50% of the credits derived from the Doty Farms recharge structure located in the NW1/4 SW1/4 of Section 19, Township 4 North, Range 56 West of the 6th P.M., Morgan County, Colorado. 4.3.2. Applicant owns Well No. 59329-F which will be used for this plan and is also used in Case No. 03CW222. 4.4. Accounting: Applicant will provide monthly accounting to the Division Engineer and the plan will be administered on a daily basis. 5. Name and Address of Owners of Structures: Applicant owns the wells. The Deuel and Snyder Improvement Company, 22531 Road T.5, Fort Morgan Colorado, 80701, owns the Deuel and Snyder Recharge Project., LLP

04CW224 BESTWAY CONCRETE, 3026 4th Avenue, Greeley, Colorado 80631. (970) 352- 6057, C/O Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF,LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. Application for Augmentation IN ADAMS COUNTY. 2. Name of Structure to be Augmented. Well No. 14007. 3. Previous Decree. Well No. 14007 was decreed in Case No. W-1242 on November 23, 1973 with appropriation date of June 30, 1956, for 1.33 c.f.s. for industrial uses and irrigation of the N1/2 NE1/4, Section 11, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado and located in Section 11 at a point 500 feet south and 250 feet west of the NE corner of the section. 4. Plan of Augmentation. 4.1. Depletions. The use of the Well No. 14007 will be used for the batching of concrete. Figure 1 shows the location of the well. The monthly concrete production was provided by Bestway Concrete and Bestway Concrete reports that each yard of contract requires 45 gallons of water. The annual estimated 100,000 yards of concrete production will require 13.8 acre-feet. All water used for concrete batching is 100 percent consumed. Well depletions from this well impact the South Platte River just upstream of the Metro Denver Waste Water Treatment Plant (MDWWTP). In order to estimate the impact on the South Platte River from pumping the well, the Alluvial Water Accounting System (AWAS) was used to determine the depletion. Since the well is located only 150 feet from the South Platte River, an infinite aquifer was assumed in the AWAS model. The aquifer transmissivity of 100,000 gallons per day per foot (gpd/ft), and an aquifer storage coefficient of 0.15 were assumed for the depletion analysis. The aquifer transmissivity was estimated using information from the USGS Water Supply Paper 1658 in which transmissivity in the Commerce City area ranged from 50,000 gpd/ft to 100,000 gpd/ft on the west side of the river. Monthly on-site pumping was input into the AWAS model, assuming the pumping demand for the concrete batch plant is constant from year to year. Table 1 contains the monthly lagged depletions calculated from the AWAS model, in acre feet, from October 2004 to December 2005.

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Table 1 Oct Nov Dec Jan Feb Mar Apr Ma Jun Jul Aug Sep Oct Nov Dec Tot y

0.8 0.4 0.3 0.3 0.4 0.4 1.1 1.7 2.3 2.5 2.1 1.5 0.9 0.5 0.3 15. 4

4.2. Replacement Sources. Applicant secured a lease of reusable effluent from Consolidated Mutual Water Company from October 2004 until December 2005. The water is released from the MDWWTP at the location of the well depletions. When the lease terminates, either it will be renewed, another source of augmentation will be secured or Applicant will terminate well pumping. Since the depletions from the well reach the river in 30 days, curtailment is an effective option to prevent injury. 4.3. Accounting. Applicant will provide monthly accounting to the Division Engineer and the plan will be administered on a daily basis. 5. Name and Address of Owners of Structure: Applicant.

04CW225 WELLS OF WELDONA, INC., c/o Jack Parachini, 25152 Road 6, Weldona, CO 80653, Telephone: (970) 768-2852. APPLICATION FOR CHANGE OF RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN MORGAN AND WELD COUNTIES. Please send further correspondence and pleadings to: Daniel K. Brown, Fischer, Brown & Gunn P.C., P.O. Box Q, Fort Collins, Colorado 80522, telephone: (970) 407-9000. 1. Decreed names of structures for which change is sought: Weldon Valley Ditch. 2. Water rights sought to be changed: 142.503 of the 640 outstanding shares in the Weldon Valley Ditch Company. The 142.503 shares will be referred to as the “subject water rights.” The decree for the Weldon Valley Ditch was entered November 21, 1895, in Case No. Case No. 433, Weld County District Court, Weld County, Colorado. Decreed point of diversion: SW ¼ of the NW ¼ of the SE ¼ of S13, T4 S, R61W of the 6th P.M., Weld County, Colorado. See map attached hereto as Exhibit A. Source: South Platte River. Appropriation Date: October 26, 1881. Amount: 165 c.f.s. Historical use: The 142.503 shares owned by Applicant’s members have been and are used for irrigation of lands under the Weldon Valley Ditch. 3. Proposed change: Applicant is a nonprofit entity comprised of members who collectively own the subject water rights. Applicant proposes to change, on behalf of its members, the use of the subject water rights to include augmentation, replacement, exchange and recharge, in addition to the existing irrigation use. Applicant anticipates using the subject water rights primarily for direct irrigation, but at times when augmentation water is needed, Applicant may use all or part of the fully consumable portion (the amount of which Applicant requests be determined in this matter) of the subject water rights to provide augmentation water for the augmentation plan that is requested. When the subject water rights are used for augmentation, Applicant proposes to bypass the subject water rights as needed in a manner that will not result in injury to other water rights at the Weldon Valley Ditch headgate and/or return the water to the river through structures along the course of the Weldon Valley Ditch and/or at the end of the Weldon Valley Ditch where water is returned to the South Platte River in the NW ¼ of S18, T4 N, R58W of the 6th P.M. 4. Structures to be augmented (hereinafter the “subject wells”): Name Registration State ID Water Court Subsection Section Township Range Pump Rate No. No. Case No. GPM Kinkel Trust 6980 01 7147 W2210 NE1/4NW1/4 35 05N 60W 500 Kinkel Trust 6981 01 7148 W2210 NE1/4NW1/4 35 05N 60W 500 Covelli 014492F 01 6128 W3214 NW1/4NE1/4 11 04N 59W 700 Parachini 13658F 01 7892 W2400 NW1/4SW1/4 30 05N 59W 900 Brunelli 019955 F 01 5864 W4717 SW1/4SW1/4 28 05N 59W 460

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Brunelli R 11701 01 5864 W4717 SW1/4SW1/4 28 05N 59W 468 Kammerer 10295 01 7075 W2355 NE1/4NE1/4 34 05N 60W 369 Kammerer 10296 01 7076 W2355 NE1/4NE1/4 34 05N 60W 544 Baugh Brothers 12340 01 5623 W2292 SW1/4SW1/4 26 05N 60W 1200 Baugh Brothers 3727F 01 5624 W2292 NW1/4SW1/4 26 05N 60W 550 Baugh Brothers 9520 01 5626 W2292 SW1/4SW1/4 26 05N 60W 600 Jacobson Farms 10595 01 9214 W1764 SW1/4 25 05N 60W 350 Jacobson Farms 10596 01 9337 W1764 SW1/4 25 05N 60W 350 Jones 14733 01 7501 W2686 NE1/4NE1/4 3 04N 60W 900 Jones 12368 01 8317 W2362 NW1/4NW1/4 25 05N 60W 500 Jones 14734 01 7055 W2687 NE1/4SE1/4 34 05N 60W 796 Jones 6686 01 7059 W2687 SE1/4NW1/4 35 05N 60W 846 Coakley 6970 01 6502 W1681 NE1/4NE1/4 25 05N 60W 406 Parachini 14161 01 7480 W3283 W1/2NE1/4 25 05N 60W 648 Deganhart 12782 01 9176 W4252 NW1/4NE1/4 3 04N 59W 500 Lynch Ranch LLP 4478F 01 8651 W1941 NE1/4SE1/4 12 04N 59W 1251 Carmin 4664-F 01 9158 W-8327-76 SW1/4 SE1/4 29 05N 59W 450 The plan for augmentation is intended to also include any replacement, supplemental or alternate point of diversion wells for the subject wells. Three of the subject wells, registration numbers 6970, 12368 and 1-14161 (hereinafter the “augmentation wells”), may also be used to provide augmentation water in the plan for augmentation described below. Well permits allowing augmentation use of the augmentation wells will be requested. A map showing the approximate location of the subject wells is attached hereto as Exhibit A. Are there other water rights diverted from these structures? Not to the undersigned’s knowledge. Previous decrees for water rights to be used for augmentation: Applicant’s members are all shareholders in the Weldon Valley Ditch Company and will dedicate to the Applicant, for the operation of the augmentation plan requested herein, the recharge and augmentation water to which the members are entitled pursuant to the Weldon Valley Ditch Company’s application in Case No. 2002CW377. Applicant’s members will also dedicate from year to year, as necessary, the fully consumable water derived from the dry-up of lands that would otherwise be irrigated by the subject water rights. 5. Historical use: The historical use of the subject water rights is as described in paragraph 3. The recharge water right requested by the Weldon Valley Ditch Company in 2002CW377 is a conditional right that to Applicant’s knowledge has not yet been exercised. 6. Statement of plan for augmentation (Applicant reserves the right to modify this plan as the case proceeds). Applicant is seeking approval of a plan for augmentation to replace out-of-priority depletions from the use of the subject wells, including out-of-priority post pumping depletions resulting from the use of the subject wells since January 1, 1974. This plan for augmentation will replace depletions resulting from the pumping and use of the subject wells in time, location and amount to prevent material injury to other senior water rights. Previously, depletions resulting from the pumping of the subject wells have been augmented through the augmentation program administered by the Groundwater Appropriators of the South Platte River Basin, Inc. (“GASP”). In accordance with GASP’s substitute water supply plan approved August 22, 2003, none of the subject wells have been pumped during 2003 or 2004. For purposes of determining the post-pumping depletions caused by the pumping of the subject wells, the volume of water pumped from 1974-2002 was estimated from cropping records obtained from GASP. Applicant’s engineers have estimated historic consumptive of the water pumped from the subject wells using the Colorado State Integrated Decision Support Consumptive Use Model (IDS CU) with the Penman-Monteith consumptive use evapotranspiration equation and with meteorological data obtained from the Northern Colorado Water Conservancy District weather station in Wiggins, Colorado. Beginning

September 2004 Resume Page 5 of 54 in 2005, the amount of water withdrawn from the aquifer by the subject wells will be measured either directly with flow meters, or indirectly by a power conversion method acceptable to the Court. Applicant proposes to determine the consumptive use of the water pumped using the presumptive depletion factor (“PDF”) method with assumed irrigation efficiencies of 55% for flood irrigation and 80% for sprinkler irrigation, or such other irrigation efficiencies as are acceptable to the Court. Pumping of the augmentation wells for augmentation purposes will be separately accounted for and shall be considered 100% consumptive. This plan for augmentation will also replace all depletions that result from the pumping of the augmentation wells. Applicant proposes to determine the timing of stream depletions using the Colorado State University Integrated Decision Support Group Alluvial Water Accounting System (“AWAS”), or similar methodology ordered or approved by the Court. The AWAS model is a linear approximation used to estimate stream depletions based on the Glover formula with representation of an impervious alluvial aquifer boundary. The location of impact of depletions from the subject wells is an approximately 8.5 mile reach of the South Platte River from S2, T4N, R60W of the 6th P.M. downstream to S12, T4N, R59W of the 6th P.M. Out-of-priority depletions will be replaced in time, amount and location so as to prevent material injury to other water rights with fully consumable water derived from the sources identified in paragraph 6. Applicant proposes to first use recharge water available to its members from the Weldon Valley Ditch Company’s recharge application, Case No. 02CW377. If this recharge water is insufficient, Applicant’s members will dry up sufficient acreage historically irrigated by the subject water rights and apply the historically consumed portion of the water obtained from the dried-up land to replace depletions from the subject wells. Applicant requests that the Court make a determination of the per-acre historical consumptive use of certain shares of the subject water rights that may used for augmentation water based upon the on farm historical use of said shares. Applicant will determine each year, on or before April 1, the amount of acreage that its member(s) will need to dry up in order to obtain the necessary augmentation water for that accounting period, and will notify the Division Engineer in writing of that amount prior to April 1 of each year. Applicant will provide each year appropriate proof to the Division Engineer that the necessary dry up has been accomplished. In addition, Applicant also requests the right to obtain and use as augmentation water in this plan fully consumable water from other source(s) acceptable to the Division Engineer and capable of replacing depletions caused by the pumping and use the subject wells. Applicant may also utilize the augmentation wells to shift the timing of depletions to times when augmentation water will be available. Applicant proposes an annual accounting period of April 1 through May 31. Applicant will submit to the Division Engineer each year on or before April 1 the proposed pumping amount for the subject wells, the estimated depletions, the acreage to be dried up, the estimated consumptive use water available based on such dry-up, the historical return flows to be replaced, other augmentation sources available to the Applicant, and such other information that is reasonably required by the Division Engineer for the upcoming accounting period. Applicant’s members propose to reduce projected pumping for each accounting period to the extent necessary to prevent out-of-priority depletions and historical return flow obligations from exceeding projected augmentation supplies. Names 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. Weldon Valley Ditch Company P.O. Box 626 Weldona, CO 80653 Kinkel Trust c/o G. Allyn Wind 531 West Platte Ave. Ft. Morgan, CO 80701 Kinkel Trust c/o G. Allyn Wind 531 West Platte Ave. Ft. Morgan, CO 80701 Covelli, Bert 10868 Hwy 144 Weldona, CO 80653 Parachini, Betty 25152 Rd 6 Weldona, CO 80653 Brunelli, Quinto Rt. 1, 25002 Rd 8 Weldona, CO 80653 Brunelli, Quinto Rt. 1, 25002 Rd 8 Weldona, CO 80653

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Kammerer, William 3825 Cty Rd Y.5 Weldona, CO 80653 Kammerer, William 3825 Cty Rd Y.5 Weldona, CO 80653 Baugh Brothers Route 1, 4508 Rd. Z.5 Weldona, CO 80653 Baugh Brothers Route 1, 4508 Rd. Z.5 Weldona, CO 80653 Baugh Brothers Route 1, 4508 Rd. Z.5 Weldona, CO 80653 Jacobson Farms c/o Sara J. Johnson 2111 24th St. Greeley, CO 80631 Jacobson Farms c/o Sara J. Johnson 2111 24th St. Greeley, CO 80631 Jones, Maurice 3992 Road Y.5 Weldona, CO 80653 Jones, Maurice 3992 Road Y.5 Weldona, CO 80653 Jones, Maurice 3992 Road Y.5 Weldona, CO 80653 Jones, Maurice 3992 Road Y.5 Weldona, CO 80653 Jones, Maurice 3992 Road Y.5 Weldona, CO 80653 Jones, Maurice 3992 Road Y.5 Weldona, CO 80653 Coakley, Scott 25785 Road 6 Weldona, CO 80653 Parachini, Jack 5684 Cty Rd Aa Weldona, CO 80653 Deganhart, Thomas 24947 Cty Rd 5 Weldona, CO 80653 Lynch Ranch LLP 51788 WCR 57 Ault, CO 80610 Brunelli, Quinto Rt. 1, 25002 Rd 8 Weldona, CO 80653

04CW226 GEORGE W. RUTTER and VIRGINIA V. RUTTER, P.O. Box 1306, Front Royal, VA 22630 (Henry D. Worley, MacDougall, Woldridge & Worley, P.C., Attorneys for Applicants, 530 Communication Circle, Suite 204, Colorado Springs, CO 80905-1743). APPLICATION FOR UNDERGROUND DENVER BASIN WATER RIGHTS AND FOR APPROVAL OF PLAN FOR AUGMENTATION IN EL PASO COUNTY, COLORADO. I. APPLICATION FOR DENVER BASIN WATER RIGHTS 2. Names of wells and permit, registration, or denial numbers: No wells have been permitted or constructed on the Property. 3. Legal description of wells: Up to four wells in the Dawson aquifer, and so many wells in each of the Denver, Arapahoe and Laramie-Fox Hills aquifers as are necessary to obtain Applicant’s full adjudicated amount of water. The wells may be located anywhere on Applicant's 20± acre property (the “Property”), the legal description of which is Lot 10 in Wildwood Ranch Estates Filing 3. The Property is located in S1/2 SE1/4 Section 32, T. 11 S., R 65 W., 6th P.M., El Paso County, Colorado, in the East Cherry Creek basin, as shown on Figure 1. Applicant waives the 600 foot spacing requirement for all wells constructed on the Property. 4. Source: Not nontributary Dawson aquifer; nontributary Denver aquifer; nontributary Arapahoe aquifer; nontributary Laramie-Fox Hills aquifer. 5.A. Date of appropriation: Not applicable. 5.B. How appropriation was initiated: Not applicable. 5.C. Date water applied to beneficial use: Not applicable. 6. Amount claimed: Dawson aquifer: 15 g.p.m. per well, 19.9 acre feet annually, absolute; Denver aquifer: 250 g.p.m. per well, 14.8 acre feet annually, absolute; Arapahoe aquifer: 250 g.p.m. per well, 8.5 acre feet annually, absolute; Laramie-Fox Hills aquifer: 150 g.p.m. per well, 5.6 acre feet annually, absolute. The above amounts will be changed in any decree entered herein to conform to the State Engineer’s Determination of Facts. The water court will retain jurisdiction over such decree to enter a final determination of the amount of water available for appropriation from each aquifer based on geophysical logs for such wells. 7. Proposed uses: indoor residential and commercial (home office), landscaping including irrigation and decorative ponds and fountains, water amenities such as swimming pools and hot tubs, stock water, fire fighting, augmentation. 8. Name and address of owner of land on which well is located: Same as applicant. A copy of Applicant’s deed is attached to this application. 9. Remarks: There are no liens or encumbrances against the Property, so the notice requirements of C.R.S. 37-92-302(2)(b) are inapplicable. Any decree entered pursuant to this application will

September 2004 Resume Page 7 of 54 require that all wells decreed herein will comply with all relevant provisions of the Denver Basin Rules and Statewide Nontributary Ground Water Rules. II. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION 10. Name of structures to be augmented: Up to four Dawson aquifer wells. No other water rights are or will be diverted from these wells. 11. Previous decrees for water rights to be used for augmentation: None. 12. Historic use: Not applicable. 13. Statement of plan for augmentation: This application provides for the augmentation of stream depletions caused by pumping Dawson aquifer wells on four residential lots. Anticipated water use criteria for each lot are as follows: indoor uses, 0.27 acre feet annually per single family dwelling which is 10% consumptive; horses (or horse equivalents), 0.011 acre feet annually (10 gallons per day) per head, 100% consumptive; landscape irrigation, 0.046 acre feet annually per 1,000 square feet (2.0 acre feet per acre) per year, 85% consumptive. Consumption attributable to indoor uses is predicated on the use of nonevaporative individual sewage disposal systems ("ISDS"), which shall be required for each lot. Change to any other type of waste water disposal shall require an amendment to the plan for augmentation. Replacements during pumping. Based upon computer modeling, depletions to the South Platte and Arkansas basins combined are expected to gradually increase to 18% of pumping annually in the 300th year. Each lot shall be limited to pumping of 1.2 acre feet annually, which would result in annual stream depletions, in the 300th year, of 0.22 acre foot per lot, or 0.86 acre feet annually total. Return flows from a single ISDS are anticipated to equal 0.24 acre feet annually. Thus, even if all water uses on the Property, other than in-door household uses, are fully consumptive, return flows from ISDS alone are adequate to replace stream depletions during pumping. The only restrictions necessary to ensure that replacements equal or exceed stream depletions are (1) limit annual pumping to 1.2 acre feet per well, and use of ISDS or some other form of wastewater treatment which is no more consumptive. Replacements after pumping. Based upon assumed pumping of 4.8 acre feet annually for 300 years, stream depletions will reach a maximum of 18.14% of average annual pumping when pumping ceases, theoretically in the 310th year, and will decline thereafter. Applicant shall replace post-pumping depletions with the nontributary Denver aquifer water decreed herein, 1,228 acre feet of which will be reserved for that purpose. However, Applicant reserves the right to replace such depletions with any judicially acceptable source of augmentation water upon application and notice as required by law. Applicant further proposes to aggregate all depletions and replace them to the South Platte River drainage in East Cherry Creek, which flows through the Property. Any final decree entered in this case shall provide that no more than 1.2 acre feet per year may be diverted from each Dawson aquifer well absent an amendment to this plan for augmentation. Because depletions will occur in both Water Divisions 1 and 2, this application shall appear in the resume for both water divisions. Applicant will thereafter consolidate the two cases in Water Division 1.

04CW227 JOAN AND MICHAEL LADEN, 11800 S. Ridge Rd., P.O. Box 1458, Conifer, CO 80433 (303-697-6139). APPLICATION FOR UNDERGROUND WATER RIGHT IN JEFFERSON COUNTY. Name of well: Laden Well Permit No. 181579. Legal description of well: SW¼ NW¼ of Section 29, T6S, R70W, of the 6th PM in Jefferson County, Colorado. Distance from sec lines: 1700 ft from N sec line, 100 ft from W sec line. Street address: 11800 S. Ridge Rd., Conifer, CO 80433. Source: Groundwater in fracture granite. Depth: 152 ft. Date of appropriation: November 9, 1994. Date water applied to beneficial use: March 17, 1995. Amount claimed: 15 gpm. Non-irrigation purpose description: Fire protection, ordinary household purposes inside three single family dwellings, irrigation of not more than one acre of home gardens and lawns, and watering of domestic animals.

04CW228 H. GORDON JOHNSON, 3502 Rangeview Rd., Greeley, CO 80634 (970-330- 4977); J.L. JOHNSON, 23 Alles Dr., Greeley, CO 80631 (970-352-2837); LOUISE WEITZEL, 2429 Glendale Dr., Loveland, CO 80538 (970-613-1928) APPLICATION FOR

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CHANGE OF WATER RIGHT IN LARIMER COUNTY. 2. Decreed name of structure: Well Permit No. 6521 RF. 3. Previous decree: A. Date entered: 09/10/1953 (Case No. 11217), 09/22/1971 (Case No. W469) in Larimer County. B. Decreed point of diversion: Well 589 ft from N sec line and 79 ft from W sec line, §3, T7N, R68W, 6th PM, Larimer County, CO, Exhibit B attached. C. Source: Alluvium. D. Appropriation date: 04/04/1985. Amount: 450 a/f, shared w/4- 6521F. E. Historic use: Correct to what has been historically irrigated, which is all of the NE¼, plus that portion lying West of the Boxelder Creek of the NW¼, of the NE¼, plus that portion lying West of the Boxelder Creek of the SW¼ of the NE¼, plus that portion lying West of the Boxelder Creek of the NW¼ of the SE¼, all in S3, T7N, R68 W, 6PM, Larimer County, Colo, Exhibit B. 4. Proposed change: Change the 54 acre parcel consisting of all of the NE¼ of the NE¼, plus that portion lying East of the Boxelder Creek of NW¼ of the NE¼ in S3, T7N, R68W, 6PM, Larimer County, Colorado to non-designated use area. Add the 37 acre parcel lying West of the Boxelder Creek in the SW¼ of the NE¼ and also in the NW¼ of the SE¼, all in S3, T7N, R68W, 6PM, Larimer County, Colorado to designated use area, Exhibit A attached.

04CW229 H. GORDON JOHNSON, 3502 Rangeview Rd., Greeley, CO 80634 (970-330- 4977); J.L. JOHNSON, 23 Alles Dr., Greeley, CO 80631 (970-352-2837); LOUISE WEITZEL, 2429 Glendale Dr., Loveland, CO 80538 (970-613-1928) APPLICATION FOR CHANGE OF WATER RIGHT IN LARIMER COUNTY. 2. Decreed name of structure: Well Permit No. R 19206 RF. 3. Previous decree: A. Date entered: 09/10/1953 (Case No. 11217), 09/22/1971 (Case No. W469) in Larimer County. B. Decreed point of diversion: Well 589 ft from N sec line and 79 ft from W sec line, S3, T7N, R68W, 6th PM, Larimer County, CO, Exhibit B attached. C. Source: Alluvium. D. Appropriation date: 04/04/1985. Amount: 450 a/f, shared w/4- 6521F. E. Historic use: Correct to what has been historically irrigated, which is all of the NE¼, plus that portion lying West of the Boxelder Creek of the NW¼, of the NE¼, plus that portion lying West of the Boxelder Creek of the SW¼ of the NE¼, plus that portion lying West of the Boxelder Creek of the NW¼ of the SE¼, all in S3, T7N, R68 W, 6PM, Larimer County, Colo, Exhibit B. 4. Proposed change: Change the 54 acre parcel consisting of all of the NE¼ of the NE¼, plus that portion lying East of the Boxelder Creek of NW¼ of the NE¼ in S3, T7N, R68W, 6PM, Larimer County, Colorado to non-designated use area. Add the 37 acre parcel lying West of the Boxelder Creek in the SW¼ of the NE¼ and also in the NW¼ of the SE¼, all in S3, T7N, R68W, 6PM, Larimer County, Colorado to designated use area, Exhibit A attached.

04CW230 (97CW280) COLLEEN H. KARFORD, 8700 Blue Creek Rd., Evergreen, CO 80439 303-670-4648. APPLICATION TO MAKE ABSOLUTE AN UNDERGROUND WATER RIGHT AND TO MAKE ABSOLUTE A CONDITIONAL EXCHANGE RIGHT IN JEFFERSON COUNTY. CLAIM NO. 1 APPLICATION TO MAKE ABSOLUTE AN UNDERGROUND WATER RIGHT. 1. Name of structure: Karford Well No. 3. 2. Describe conditional water right giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of original decree: July 10, 1998, Case 97CW280, Water Division 1. B. Legal description of well: NE¼ NW¼ S3, T6S, R71W, 6th PM, Jefferson County, Colorado, at a point approximately 1,000 ft from the N sec line and 1,640 ft from the W sec line of said S3. Street address: 8700 Blue Creek Rd., Evergreen, CO 80439. Subdivision: Blue Creek Ridge, Lot 1. C. Source: Groundwater. D. Appropriation date: May 24, 1995. Amount 4.3 gpm ABSOLUTE and 15 gpm CONDITIONAL. E. Use: The water from the well is used for ordinary household purposes inside one single family dwelling and fire protection purposes. F. Depth of well: 550 ft. 3. 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 well was drilled on 11/25/96 and the pump installation was completed on 2/18/97. Water from the well was put to beneficial household use upon completion of the residential home on December 2, 1998 through September 2004. Total cost for the well drilling

September 2004 Resume Page 9 of 54 and pump installation was $9,014.26. 4. If claim to make absolute; Water applied to beneficial use: A. Date: December 2, 1998, Amount: 4.3 gpm Use: In-house. B. Description of place of use where water is applied to beneficial use: A part of the NW ¼ of S3, T6S, R71W of the 6th PM, County of Jefferson, State of Colorado, a/k/a 8700 Blue Creek Road, Evergreen, CO 80439. 5. Name and address of owner of land on which well is located: Colleen H. Karford, 8700 Blue Creek Rd., Evergreen, CO 80439. CLAIM NO. 2. APPLICATION TO MAKE ABSOLUTE A CONDITIONAL EXCHANGE RIGHT 1. Name of Exchange: Karford Well No. 3. 2. Description of Conditional Water Right: A. Date of Original Decree: July 10, 1998, Case No. 97CW280, Water Division 1. B. Summary of Exchange and Legal Description of Upstream and Downstream Points: The Karford Well No. 3 Exchange involves the exchange of a portion of the “firm” yield of consumptive use water available from the Mountain Mutual Reservoir Company (MMRC) portfolio of water rights, as more particularly described in the Decree entered in Case No. 01CW293, dated July 16, 2003, to the point of depletion for the wells described in the plan for augmentation decreed in Case No. 97CW280. This is an upstream movement of water. Stream segments impacted by the exchange are portions of Turkey Creek and North Turkey Creek. The downstream point of the exchange is the confluence of Bear Creek and Turkey Creek at Bear Creek Lake in §5, T5S, R69W, 6th PM, Jefferson County, Colorado. The reach of the exchange extends from Bear Creek Lake; thence up Turkey Creek to the confluence of South Turkey Creek and North Turkey Creek in the NW¼ NW¼ of S27, T5S, R70W, 6th PM; thence up North Turkey Creek to its confluence with an unnamed tributary in the SE¼ NE¼ of S3, T6S, R71W, 6th PM; and thence up the unnamed tributary to the point where depletions from the Karford Well No. 3 impact the unnamed tributary in the E½ NW¼ of S3, T6S, R71W, 6th PM. C. Source: Consumptive use water decreed to the Warrior Ditch, the Harriman Ditch, Soda Lakes Reservoir Nos. 1 and 2 and water stored in Meadowview Reservoir. Reference is made to the Decrees entered in Case Nos. 97CW280 and 01CW293 for a complete description of the MMRC water that is exchanged. D. Date of Appropriation: October 15, 1997. E. Amount: 0.0001 of a cubic foot per second, CONDITIONAL. The annual volume of water is limited to 0.0314 of an acre foot. F. Use of Water: Augmentation, replacement, substitution and exchange purposes. All such uses have been decreed in prior cases in which MMRC has been an applicant or a co- applicant. 3. Outline of what has been done toward completion of the appropriation and application of water to a beneficial use as conditionally decreed: Since the Decree in Case No. 97CW280 was entered in 1998, the subject MMRC water has been exchanged to the point of depletion described above at the rate of 0.0001 of a cubic foot per second. 4. Dates of operation of exchange and beneficial use of water: The exchange of MMRC water was operated during the periods of April 2, 2003 through July 17, 2003; October 15, 2003 through March 9, 2004; April 23, 2004 through September 7, 2004.

04CW231 (88CW239)(97CW88) RIVERSIDE RESERVOIR AND LAND COMPANY, P.O. Box 455, Fort Morgan, CO 80701, (970) 867-6586; RIVERSIDE IRRIGATION DISTRICT, P.O. Box 455, Fort Morgan, CO 80701, (970) 867-6586; EQUUS FARMS, INC., 2400 Anaconda Tower, 555 17th Street, Denver, CO 80202, (303) 298-1000. (Michael F. Browning (#8217), Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302; and Mark J. Wagner (#15286), Hill & Robbins P.C., 1441 18th Street, Suite 100, Denver, CO 80202.) APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE A CONDITIONAL WATER RIGHT ABSOLUTE, IN WELD COUNTY. 2. Name of structures: Riverside Canal, Riverside Reservoir, and Equus Recharge Pond Nos. 1, 2 and 3. 3. Description of conditional water rights: By Judgment and Decree dated February 14, 1991, entered by the District Court in and for Water Division No. 1 in Case No. 88CW239, the following conditional water rights were decreed, with appropriation dates of March 18, 1988: (a) 52.1 cfs to the Riverside Canal; (b) 3,000 acre feet to Riverside Reservoir; (c) 256 acre feet to Equus/Riverside Pond No. 1; (d) 240 acre feet to Equus/Riverside Pond No. 2; and (e) 306 acre

September 2004 Resume Page 10 of 54 feet to Equus/Riverside Pond No. 3. Water diverted by the Riverside Canal and temporarily stored in Riverside Reservoir under the conditional rights described above is decreed for subsequent release and storage in the Equus/Riverside Recharge Pond Nos. 1, 2 and 3, or for supplemental irrigation of lands within the Riverside Irrigation District. Water diverted and stored in the Equus/Riverside Recharge Pond Nos. 1, 2 and 3 is decreed for wildlife habitat, recreation and aesthetic purposes, for release for irrigation use, and for recharge and augmentation of the aquifer. The source of water for the above-described rights is the South Platte River via diversions from the Riverside Canal, the headgate of which is located on the north bank of the South Platte River in the SW1/4SW1/4 of Section 20, T. 5 N., R. 63 W. of the 6th P.M. By decree of this Court in Case No. 97CW88 dated January 27, 1999, the following portions of the above conditional water rights were made absolute: (a) 32.95 cfs of the 52.1 cfs decreed conditionally to the Riverside Canal, leaving 19.15 cfs conditional;(b) 304 acre feet of the 3000 acre feet conditionally decreed to Riverside Reservoir, leaving 2,696 acre feet conditional; and (c) all amounts conditionally decreed to Equus Recharge Pond Nos. 1, 2 and 3, for all decreed purposes except their decreed use of direct release for irrigation use. 4. Claim to Make Conditional Water Right Absolute: Applicants seek to make the 2,696 acre feet conditionally decreed to the Riverside Reservoir absolute. Water was stored in Riverside Reservoir pursuant to such conditional water in amounts in excess of 3,000 acre feet in 2000, 2001 and 2002 and released therefrom for its decreed purposes. Accordingly, the entire 3,000 acre feet decreed to Riverside Reservoir in Case No. 88CW239 has been diverted, stored and put to its decreed beneficial uses. Therefore, Applicants seek to make the 2,696 acre feet that remains conditional absolute. 5. Claim of Diligence: Applicants seek a judicial finding of reasonable diligence regarding any amount of the conditional water right decreed to the Riverside Reservoir described herein which is not made absolute, as to the 19.15 cfs of the Riverside Canal that remains conditional, and as to the remaining conditional use decreed to Equus Recharge Pond Nos. 1, 2 and 3. In support thereof, Applicants state that the recharge plan decreed in Case No. 88CW239, of which the conditional water rights are integral components, has continued to be operated to the maximum extent possible under river conditions. In addition, Applicants have expended over $850,000 to maintain and improve the diversion and storage facilities utilized in connection with such conditional water rights. Applicants anticipate that the remaining amounts of water conditionally decreed will be placed to a beneficial use within a reasonable time as the system is expanded and additional water is available and needed for the decreed purposes. THEREFORE, Applicants seek a decree (a) making absolute the remaining 2,696 acre feet decreed conditionally to the Riverside Reservoir in Case No. 88CW239, and (b) finding diligence with respect to the remaining 19.15 cfs decreed to the Riverside Canal in Case No. 88CW239, with respect to any portions of the 2,696 acre feet decreed to the Riverside Canal that is not make absolute as requested above, and with respect to remaining conditional use decreed to Equus Farms Pond Nos. 1, 2 and 3.

04CW232 LANDMARK BUILDING SYSTEMS, INC., 9141 Mountain Ranch Road, 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 RIGHTS, IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Names of Wells and Permit, Registration or Denial Numbers: Landmark Well No. 1 (Permit No. 138019-A) and Landmark Well Nos. 2 and 3. 2. Legal Description of the Wells: Landmark Well No. 1 is located in the NW 1/4 NW 1/4 of Section 21, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado, at a point approximately 980 feet from the North Section line and 800 feet from the West Section line of said Section 21. Pursuant to Policy Memo No. 99-1 of the State Engineer, Landmark Building Systems,

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Inc. ("Landmark"), requests conditional underground water rights for the Landmark Well Nos. 2 and 3. 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 located within portions of the NW 1/4 NW 1/4 of Section 21, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado. 3.A. Source of Water: Ground water which is tributary to Turkey Creek, Bear Creek and the South Platte River. 3.B. Depth of Landmark Well No. 1: 652 feet. Depth of Landmark Well Nos. 2 and 3: 800 feet, approximate. Dates of Appropriation: Landmark Well No. 1: November 23, 1984. Landmark Well Nos. 2 and 3: September 23, 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: Landmark Well No. 1: December 11, 1984. Landmark Well Nos. 2 and 3: N/A. 5. Amount Claimed: Landmark Well No. 1: 15 gallons per minute, Absolute. Landmark Wells Nos. 2 and 3: 15 gallons per minute, Conditional, for each well. 6. Uses: Domestic and ordinary household purposes, the irrigation of lawns and gardens, livestock watering and fire protection purposes. 7. Name and Address of Owner of Land and on which the Wells are or will be Located: Landmark Building Systems, Inc., as described above. 8. Remarks: The Landmark Well No. 1 was permitted pursuant to 37-92-602 as being exempt from administration. As is more particularly described herein, depletions from the well will be augmented. Once a plan for augmentation is approved, Permit No. 138019-A will be cancelled and a new well permit will be issued. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHTS: 1. Name of Structures to be Augmented: The wells described in Claim No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. Landmark has entered into a contract with North Fork Associates, LLC to purchase 6.2 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 6.2 shares represent the right to receive 0.196 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

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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 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 will also be 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. 37-92-103(9), 302(1)(2) and 305(8): a. Landmark is in the process of subdividing a tract of land, consisting of approximately 35 acres, into three residential lots. The property is located in the NW 1/4 NW 1/4 of Section 21, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado and is depicted on the attached Exhibit "A." The water supply for the development will be obtained from the Landmark Well Nos. 1-3. b. Wastewater from all in-building uses of water within the subdivision will be treated utilizing non-evaporative septic systems with soil absorption leach fields. Return flows will be to an unnamed tributary of Turkey 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 cover the irrigation of 500 square feet of lawn grass, or equivalent gardens, per residential lot, and the watering of six horses or equivalent livestock. Water requirements for horses are assumed to be 10 gallons per animal per day. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. Gross irrigation requirements for gardens are anticipated to be no more than 0.5 of an acre foot of water per irrigated acre. The total volume of water required for the three lots is projected to be approximately 1.05 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. Consumption of gardens is 0.4 of an acre foot per acre. All of the water supplied to horses is assumed to be consumed. Maximum stream depletions are not anticipated to exceed 0.196 of an acre foot per year. e. The required

September 2004 Resume Page 13 of 54 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. During those times when the exchange decreed in Case No. 2001CW293 can be operated, depletions to Turkey Creek and points downstream will be augmented by either continuously leaving a portion of MMRC's direct flow water rights in the stream. Periodic releases of water stored in the Soda Lakes Reservoirs may also be exchanged upstream to the point of depletion. During times when an exchange of MMRC's direct flow water rights cannot be operated, depletions will primarily be augmented by periodically releasing water from Meadowview Reservoir. g. The point of depletion to Turkey Creek that is associated with water usage from the Landmark Well Nos. 1-3 is within the exchange reach described in the Decree entered in Case No. 2001CW293. Therefore, no separate exchange priority is required for the operation of this augmentation plan regarding such depletions. However, since depletions will also occur to a side tributary of Turkey Creek, Landmark asserts an appropriative right of substitute supply and exchange pursuant to Sections 37-80-120 and 37-92-302(1)(a), 10 C.R.S. The reach of the exchange shall extend from the confluence of Turkey Creek and an unnamed tributary of Turkey Creek in the SE 1/4 NE 1/4 of Section 21, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado; thence up the unnamed tributary of Turkey Creek to the point where depletions from the wells impact the unnamed tributary in the SW 1/4 NW 1/4 of Section 21. The exchange will operate to replace depletions to the flow of water in the unnamed tributary of Turkey Creek, Turkey Creek, Bear Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of September 23, 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: Landmark Building Systems, Inc., as above described. WHEREFORE, Landmark 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. Landmark 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. Landmark further request 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).

04CW233 (97CW139)(90CW095) PETE C. KUYPER, P.O. Box 378, Divide, CO 80814, (719) 687-6011. (Michael F. Browning #8217, Porzak Browning & Bushong LLP, 929 Pearl Street, Suite 300, Boulder, Colorado 80302. Phone: (303) 443-6800, Fax: (303) 443-6864.) APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN TELLER COUNTY, COLORADO . 2. Name of structures: Kuyper Well Nos. 13 and 14. 3. Description of conditional water rights: (a) Decree: Decreed by the District Court in and for Water Division No. 1 in Case No. 90CW095 on April 2, 1991. (b) Decreed locations: Kuyper Well No. 13 is located in the NE1/4NE1/4 of Section 12, T. 13 S., R. 70 W., 6th P.M. at a point 450 feet south of the north section line and 125 feet west of the east section line of said Section 12. Kuyper Well No. 14 is located in the SW1/4SW1/4 of Section 6, T. 13 S., R. 69 W., 6th P.M. at a point 1300 feet north of the south section line and 600 feet east of the west section line of said Section 6. (c) Source: Groundwater tributary to Rule Creek, a tributary of Trout Creek, a tributary of Horse Creek, a tributary of the South Platte River. (d) Appropriation date: May 7, 1990. (e) Amount: 200 gpm each, with total diversions from both wells not to exceed 400 acre feet annually. (f) Use: Irrigation, municipal, fire protection, domestic, commercial, industrial, recreational, fish propagation, and all other beneficial purposes, and to fill Divide Reservoir Nos. 1, 2 and 3. The wells are also alternate and supplemental points of diversion for Kuyper Well Nos. 1-11 which were decreed in Case No. 86CW372. (g) Prior Diligence Decrees. A prior diligence decree was obtained in Case No. 97CW139. 4. Detailed outline of work done to complete project and apply

September 2004 Resume Page 14 of 54 water to beneficial use: Since the last diligence decree was entered, Applicant has undertaken the following specific activities which demonstrate diligence with regard to the subject conditional rights: (a) The subject wells are an integral part of a larger water supply system being development by Applicant. Applicant has constructed additional water lines to that system, upgraded the pumping house and water treatment system, drilled Well No. 3, and otherwise improved the system of which the subject wells are a part. (b) Applicant filed for and obtained findings of reasonable diligence in Case Nos. 00CW212, 01CW173, 01CW174 and 02CW258 concerning other aspects of the integrated water supply system of which the subject wells are decreed to be a part. All diligence activities found in those case are also claimed herein with respect to the subject wells. (c) One of the wells in the integrated system, Kuyper Well No. 3, was permitted, drilled and put into operation. (d) Over $380,000 has been expended on the above and other activities related to the water supply system of which the subject wells are a component since entry of last diligence decree with respect to the subject wells. WHEREFORE, applicant requests that the Court enter a finding of reasonable diligence with respect to the conditional water rights described herein.

04CW234 DORIS FRANCIS, 64 Wellington Pl., Kalispell, MT 59901 (406) 257-4237. APPLICATION FOR UNDERGROUND WATER RIGHT, IN LOGAN COUNTY. Date of well permit application: 8/19/2004 for residential use at 4251 County Road 25, Merino, CO. Legal Description: Parcel No. 38078112400037 (110 total acres) S½ NE¼ SE¼ & NW¼ NE¼ SE¼ & W½ SE¼. 12/06/54. Owned 50%: Francis Doris; and, owned 50%: Francis Doris Trust, 64 Wellington Pl., Kalispell, MT 59901. Amount claimed: 25 gpm. If non-irrigation, describe: This well provides water for residential use and tanks for horses and cows in corrals. Garden water. No new diversion planned. The property has been in the family for about 70 years. My father passed away, now I own the land and rent out the house and pasture. APPLICATION FOR WATER RIGHTS (SURFACE), IN LOGAN COUNTY. DORIS FRANCIS and DORIS FRANCIS TRUST, 64 Wellington Pl., Kalispell, MT 59901 (406) 257-4237. Structure: Spring. Legal Description: S 12, T6N, R54W, 6th PM, Logan County, CO. Street address: 4251 CR 25, Merino, CO. Date of initiation of appropriation: 8/23/04. Date water applied to beneficial use: 1936. Amount claimed: ABSOLUTE. Use: Set aside in wetland preserve. Legal description: Parcel No. 38078112400037 (110 total acres) S½ NE¼ SE¼ & NW¼ NE¼ SE¼ & W½ SE¼. 12/06/54. Owned 50%: Francis Doris; and, owned 50%: Francis Doris Trust, 64 Wellington Pl., Kalispell, MT 59901. This property has been in the family for over 70 years. There is mention of gas and oil rights being passed along to us with property, no mention of water.

04CW235 PATRICIA A. RUSSELL, 1499 County Road 150, Elizabeth, Colorado 80107 (303) 646-3546. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, IN ELBERT COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 15 acres of land located in the SW1/4SW1/4 of Section 26, T7S, R65W of the 6th P.M., as described and shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. The legal description of the property: SUB: Ponderosa Park Estates Unit 12 BLK:000 LOT:0007 Ponderosa Park Estates Lot 7 Unit 12. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 37-90-137(9)(c), C.R.S. 5. Estimated Amounts: The estimated average annual

September 2004 Resume Page 15 of 54 amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicant estimates that the following annual amounts are representative of the subject aquifers underlying the Subject Property: Saturated Estimated Aquifer Thickness Annual Amount Upper Dawson 153 feet 4.6 acre-feet Lower Dawson 66 feet 2.0 acre-feet Denver 192 feet 5.0 acre-feet Lower Arapahoe 235 feet 6.0 acre-feet Laramie-Fox Hills 193 feet 4.3 acre-feet Applicant will reserve part of the Lower Dawson aquifer water which may be available for use through an exempt well pursuant to Section 37-92-602, C.R.S. 6. Well Fields: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property, through the wells requested herein and any additional wells which may be completed in the future as Applicant's well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used for domestic, industrial, commercial, irrigation, livestock watering, recreational, 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. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers, Applicant requests the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. WHEREFORE, Applicant prays that this Court enter a Decree: 10. 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; 11. 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. B. The groundwater in the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater. The groundwater in the Upper Dawson aquifer is not nontributary and that water will not be withdrawn until a plan for augmentation is approved by the Court; C. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater proposed herein and no findings of diligence are required to maintain these water rights. FURTHER, Applicant prays that this Court grant such other relief as seems proper in the premises.

04CW236 BRAVO DITCH COMPANY, c/o Kenneth Freeman, President, 20549 County Road 55, Iliff, Colorado, 80736. c/o Kim R. Lawrence, Lind, Lawrence, & Ottenhoff, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION TO MAKE ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE AND TO DESCRIBE ADDITIONAL RECHARGE SITES IN LOGAN COUNTY. 2. Name of Structure. Bravo Ditch Company Recharge Project. 3. Conditional Water Right. 3.1. Decree. 96CW657, Water Division No. 1, July 14, 1998. 3.2. Legal Description of Diversion Point. The headgate of the Bravo Ditch, located in the SW1/4 NE1/4 of Section 12, Township 8 North, Range 52 West of the 6th P.M., Logan County, Colorado. 3.3. Source of Water. South Platte River and its tributaries. 3.4. Appropriation Date. August 20, 1996. 3.5. Amount. 60 c.f.s., conditional; whenever legally and physically available; to fill and refill recharge areas. 3.6. Use. Augmentation, artificial recharge, replacement and exchange for irrigation and municipal purposes and wildlife and wildlife recovery. Applicant intends to fully utilize the water claimed 100% to extinction to the extent it is

September 2004 Resume Page 16 of 54 feasible to account for the same. The structures to be augmented will include those on Exhibit A. 4. Outline of What Has Been Done Toward Completion. Applicant diverted and put to beneficial use a maximum of 46.4 c.f.s. on December 26, 2003. Applicant has expended approximately $98,000.00 for the construction and operation of the recharge project. The accretions from the recharge project have been used to replace depletions from wells, including the wells listed on Exhibit A of the decree, in the Lower Logan Well Users, Inc., substitute water supply plans for 2003 and 2004, which were filed pursuant to the Application for Plan for Augmentation filed in Case No. 03CW208. 5. Claim to Make Absolute. Applicant seeks to make 46.4 c.f.s. absolute and seeks a finding of reasonable diligence for 13.6 c.f.s. 6. The decree in 96CW657 at ¶10.I. allows Applicant to add additional recharge sites to the project pursuant to the terms of ¶10 and by publication of the description of the additional sites. Applicant describes the following additional sites and requests these sites be authorized by the Court to be used for recharge with the water right decreed in 96CW657. Name Qtr/Qtr SectionTownship Range SDF

Steib # 1 NE SE 28 9N 51W 120

Manuello #1 SE NE 28 9N 51W 75

Manuello #2 SW NW 32 9N 51W 200

Manuello #3 SE NW 31 9N 51W 120

Karg # 1 NE SE 36 9N 52W 50

Fanning NE NE 32 9N 51W 140

Veeman #1 SE NE 6 8N 51W 120

Veeman #2 NW NE 6 8N 51W 55

04CW237 CREST VIEW LOT OWNERS, BEING CRAIG AND TIFFANY ALEXANDER, ET AL, c/o 9421 E. Pikes Peak Way, Parker, Colorado 80138, (303) 841-3244, through their Attorneys: Petrock & Fendel, P.C. Scott M. Huyler, Atty. Reg. #27342 700 Seventeenth Street, Suite 1800 Denver, Colorado 80202, Telephone: (303) 534-0702 APPLICATION FOR UNDERGROUND WATER RIGHTS AND UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS, IN DOUGLAS COUNTY. The names, addresses and telephone numbers of the Applicants are more particularly described on Attachment A hereto. 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 are 20 individual residential lots located in the Crest View Subdivision, Filing 1 and Filing 1, Amended, comprised of approximately 112.8 acres, located in the W1/2 of Section 31, T6S, R65W of the 6th P.M. (Subject Property). The acreage and legal description of each of the lots are more particularly described on Attachment A hereto, and the location of the lots within the subdivision are shown on Attachment B hereto. Applicants will own a pro-rata interest in the total amount of groundwater requested herein underlying their respective lots. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property. Applicants reserve the right to include additional lots within the Crest View Subdivision in this case without the need

September 2004 Resume Page 17 of 54 of amending the application or republishing the same. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in §37- 90-103(10.5), C.R.S. 5. Underground water rights pursuant to Section 37-92-602(4), C.R.S.: There are existing wells located on the lots which are located in Upper Dawson aquifer which were previously permitted for exempt uses 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 Lower Dawson 124 feet 28 acre-feet Denver 320 feet 61 acre-feet Arapahoe 240 feet 46 acre-feet Laramie-Fox Hills 199 feet 34 acre-feet 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. FURTHER, Applicants pray that this Court grant such other relief as it deems proper in the premises.

04CW238 (95CW194, W-7239) JAMES WILLIAM GUERCIO, 1300 Walnut Street, Suite 200, Boulder, Colorado 80302 (303) 440-4644. Direct all pleadings to: Glenn E. Porzak, Kevin J. Kinnear, PORZAK BROWNING & BUSHONG LLP, 929 Pearl Street, Suite 300, Boulder, CO 80302. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN NORTH BOULDER CREEK, IN BOULDER COUNTY. 2. Name of structure: Caribou Pond No. 7. 3. Description of Water Rights: (a) Date of original Decree: March 31, 1981, in Case No. W-7239, District Court in and for Water Division No. 1.(b) The legal description of the structure: to be located in the SW1/4 SE1/4, Section 36, T. 1 N., R. 73 W., 6th P.M., Boulder County. The northernmost point of the axis of the berm will be located at a point from which the SE corner of Section 36 bears S. 86 35' E. a distance of 1,625.0 feet. (c) The source of water: seepage and surface water runoff tributary to Fisher Creek (North fork of Como Creek), Boulder Creek watershed. (d) Appropriation date: December 31, 1972. (e) The amount of water: 133.0 acre-feet

September 2004 Resume Page 18 of 54 of water, conditional. (f) The use of the water: irrigation, domestic, recreation, and stockwatering. 4. Detailed outline of work done in the development of conditional water right: During the interval of time since this Court’s entry of its finding of reasonable diligence in Case No. 95CW194, in continuing the development of the conditional water rights which are an integral part of a water supply system developed by and for Caribou Ranch, Applicant spent considerable time and money negotiating with the City of Boulder and Boulder County for the sale of property and water rights, including three other water rights that were part of this original proceeding in Case No. W-7239. At the conclusion of those negotiations, Boulder County acquired three of the four water rights, and the land associated with those three water rights, adjudicated in Case No. W-7239; Applicant retained ownership of the land and water right associated with the subject Caribou Pond No. 7. The sale of land and water rights was part of the overall plan for the development of Caribou Ranch and its water rights, including Caribou Pond No. 7. Also during this diligence period, Applicant has been engaged in the legal defense and protection of said water rights, spending in excess of $50,000 in the legal fees to defend the water rights associated with the Ranch’s integrated water supply system. Applicant also has continued in the planning, designing and exploration of the physical and business problems associated with the construction and use of the diversion facilities and water right involved. Further, Applicant has invested considerable time, effort and expense in planning and maintaining water diversion facilities that are part of the unified water supply system for the Ranch. 5. Names and addresses of owner of land upon which structure will be located: Applicant. WHEREFORE, Applicant requests that a finding of reasonable diligence be entered for the Caribou Pond No. 7 described in paragraph 3 above.

04CW239 (96CW802) SUSAN L. SMITHE, 515 Court Touraine, Barrington, IL 60010 (847) 636-9638. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Name of structure No. 1: SMITH FOURMILE CREEK RANCH, Lot 2 (Well Permit No. 200616 expired) 45.23 acres known as Lot 2, Filing 1, FMCR. Decree: CONDITIONAL. Original decree: 06/12/98, Case 96CW802, Water Division 1. Legal description: NE¼ NE¼ S18, T10S, R77W, 6th PM, Park County, CO. 30 ft from N sec line and 1305 ft from E sec line. Street address: 2935 County Rd. 18, Fairplay, CO 80440. Subdivision: Fourmile Creek Ranch, Lot 2, Filing 1. Date of purchase of property: 11/15/94 (45.23 acres). Appropriation date: 12/27/96. Amount claimed and appropriated:15 gpm, CONDITIONAL. Name of structure No 2: SMITHE BLACK MOUNTAIN RANCH, Lot 22 (Well Permit 200614 expired) 35 acres known as Lot 22, Filing 1, Black Mountain Ranch. Decree: CONDITIONAL. Original decree: 06/12/98, Case No. 96CW208, Water Division 1. Legal description: SE¼ NE¼ S 7, T11S, R77W, 6th PM in Park County, CO. 2185 ft from N sec line and 955 ft from E sec line. Street address 1739 Black Mountain Rd., Fairplay, CO 80440. Subdivision: Black Mountain Ranch, Lot 22, Filing 1. Date of purchase: 04/13/95 (35 acres). Appropriation date: 12/27/96. Amount claimed for well and appropriation: 15 gpm, CONDITIONAL. Name of structure No. 3: SMITHE FOURMILE CREEK RANCH, Lot 25 (Well Permit 201344 expired) 36 acres known as Lot 25, Filing 3, FMCR. Decree: CONDITIONAL. Original decree: 06/12/98, Case No. 96CW802, Water Division 1. Legal description: NW¼ SW¼ S10, T10S, R77W, 6th PM, Park County, CO. 1960 ft from S sec line and 1010 ft from W sec line. Street address: 20300-25 U.S. Hwy 285, Fairplay, CO 80440. Subdivision: Fourmile Creek Ranch, Lot 25, Block 3. Date of purchase: 06/22/95 (36 acres). Appropriation date: 12/27/96. Amount for well claimed and appropriated: 15 gpm, CONDITIONAL. Use for all structures: Domestic in three single family dwellings including irrigation of groundwater less than one acre and stockwater conditional for the well. The return flow from such uses shall be returned to the same stream system in which the wells are located. Detailed outline: Well Permit Nos. 200616 and 200614 expired on 01/21/2000, and Well Permit No. 201344 expired on March 3, 2000. Applicant plans on obtaining new well permits at the same locations as the old well permits and building a log home, barn and fences on these

September 2004 Resume Page 19 of 54 properties within the next three years. Currently, these lands are still vacant. Applicant will put in the wells when she builds.

04CW240 (96CW760) STEVEN J. AND JULIE A. PETTEE, 610 Main St., P.O. Box 8, Fairplay, CO 80440-0008 (719)836-2692. Business: (719)836-3890. APPLICATION TO MAKE WATER RIGHT ABSOLUTE, IN PARK COUNTY. Structure: Pettee Well No. 200384. Date of original decree: June 12, 1998, Case No. 96CW760, Water Division 1. Legal description: SW¼ SE¼ S18, T10S, R77W, 6th PM, Park County, CO. 150 ft from S sec line and 2250 ft from E sec line. Street address: 189 County Road 20, Fairplay, CO 80440. Subdivision: Four Mile Creek Ranch, Lot 17, Filing 2. Appropriation date: 12/09/96. Amount: 0.033 cfm (15gpm). Use: Domestic in three single family dwellings including irrigation of one acre and stockwatering. Depth: 125 ft. Detailed outline: July 8, 1998: Completed well construction at a cost of $3,000. February 17, 2004: Completed trench and laid 280 ft ¾” copper pipe to building site at a cost $2,800. September 25, 2004: Installed and tested pump and pump control circuitry at a cost of $1,800. Water applied to beneficial use: September 26, 2004. Amount: 0.033 cfm (15gpm). Use: Domestic in three single family dwellings including irrigation of one acre, stockwatering, and fire protection. Exempt from administration by the State Engineer pursuant to CRS 37-92-602. Description of place of use where water is applied to beneficial use: Four Mile Creek Ranch, Lot 17, Filing 2 a/k/a 189 County Road 20, Fairplay, CO 80440. Owners of structures: Applicants.

04CW241 THE OLIGARCHY DITCH COMPANY, c/o First MainStreet Financial, 401 Main Street, Longmont, CO 80501 (James H. Nelson, POB 267, Longmont CO 80502-0267). APPLICATION FOR FINDING OF DUE DILIGENCE, IN BOULDER COUNTY. 2. Name of Structure: Oligarchy Reservoir Drain #1. 3. Description of Conditional Water Right: A. Date of Original Decree: March 19, 1982. Case No. 80CW166, Water Court, Division 1; and Case Nos. 86CW024, 90CW015; 96CW184 (extensions of conditional decree). B. Location: Located at a point which bears South 34 degrees, 50' 00" West approximately 2,400 feet from the NE corner of Section 26, Township 3 North, Range 70 West, of the 6th p.m., Boulder County, Colorado. The site is the location of the discharge pipe supplied by the drains of the Oligarchy Reservoir. Water from the discharge pipe runs into the Oligarchy Ditch for distribution through the Oligarchy System. C. Source: Seepage and Drainage from Oligarchy Reservoir #1. D. Appropriation Date: March 30, 1921. E. Amount: 9.5 c.f.s. CONDITIONAL. (In previous cases, Applicant has made rights to 6.5 c.f.s. absolute). F. Use: Irrigation of 6,800 acres of land in Sections 25, 26, 35, and 36, Township 3 North, Range 70 West; Sections 27, 28, 29, 30, 31, 32, 33, 34, and 35, Township 3 North, Range 69 West; Sections, 1,2, 3, 10, 11, and 12, Township 2 North, Range 69 West; Sections 4, 5, 6, 7, 8, 9, Township 2 North, Range 68 West; and Sections 31 and 33, Township 3 North, Range 68 West. 4. Outline of work done toward completion of the appropriation and application of water to a beneficial use as conditionally decreed: In the most recent diligence period, Applicant installed two new blanket and toe drains, a new toe drain, and repaired and/or relocated two existing toe drains. Major repairs were performed on the main perimeter drain of the Reservoir, including installation of an in situ drain. Total expenditures during this diligence period exceed TWO HUNDRED THOUSAND DOLLARS ($200,000). 5. Claim to Make Water Rights Absolute: Applicant does not seek to make any additional rights absolute at this time.

04CW242 CARL AND DARLENE KORF, 2390 Creedmore Lakes Rd., Red Feather Lakes, CO 80545 (970)881-2924. APPLICATION FOR UNDERGROUND WATER RIGHT, IN LARIMER COUNTY. Structure: Korf Well No. 1, Permit 056175F. Legal description of well: SE¼ NW¼ S19, T10N, R73W, 6th PM, Larimer County, CO. 2000 ft from N sec line and 1725 ft. from W sec line. Street address: 2390 Creedmore Lakes Rd., Red Feather Lakes, CO 80545. Subdivision: Crystal Lakes, Lot 18, Filing 9. Source: Groundwater. Depth: 300 ft. Appropriation

September 2004 Resume Page 20 of 54 date: 06/08/03. Appropriation initiated by installation of pump and testing of well. Date water applied to beneficial use: 06/08/03. Amount claimed: 4.6 gpm, ABSOLUTE. Use: Household. Owners of structure: Applicants.

04CW243 (98CW234, 90CW032) EDWARD G. HOGAN, WILLIAM J. HOGAN AND JOANN SHARP (“Applicants”), c/o William J. Hogan, 11919 State Highway 93, Boulder, Colorado 80303. Direct all pleadings to: Steven J. Bushong, Porzak Browning & Johnson LLP, 929 Pearl Street, Suite 300, Boulder, CO 80302, (303) 443-6800. APPLICATION TO MAKE ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE, IN JEFFERSON COUNTY. 2. Name of structure: Hogan Reservoir. 3. Description of conditional water rights: A. Original decree. Findings and Ruling of the Referee and Decree of the Water Court dated April 12, 1982, in Case No. 81CW074, Water Division No. 1, State of Colorado. B. Decreed location of structure: Located in the NE 1/4 of Section 5 and the NW 1/4 of Section 4, T. 2 S., R. 70 W., of the 6th P.M., Jefferson County, Colorado. The outlet is a point South 35 57'20" West 286.62 feet from the NE Corner of said Section 5. C. Source of water: Natural runoff tributary to Coal Creek. D. Appropriation date: February 7, 1981. E. Amount of water: 204 acre feet conditional. F. Use: Irrigation, washing gravel, industrial and augmentation. 4. Request to make portion of decreed rights absolute. Pursuant to a Water Supply and Sale Agreement, the Hogan Reservoir water right and other water rights owned by Applicants have been used as a water supply for TXI Western Aggregate, Inc. (“TXI”), during the past six years. TXI owns and operates an expanded shale, light-weight aggregate production facility located at 11728 Highway 93, Boulder, Colorado on property once owned by and now adjacent to Applicants. Records are maintained for water deliveries to TXI under Applicants’ different water rights. These records demonstrate that 150 acre-feet of the Hogan Reservoir water right has been used for various industrial purposes and gravel washing over the past 5 years (records are not yet available for 2004). 5. Work done to complete project and apply water to beneficial use: Applicants have an integrated water supply system consisting of the Hogan Reservoir, Hogan Ditch No. 2, Hogan Reservoir No. 2 and Hogan Well No. 2 water rights, as well as a metered pipeline and various other appurtenant structures. As noted above, the subject water right, among others, is currently diverted, stored, and then transported to TXI for use. In addition, the rights also serve ongoing uses on the Applicants’ ranch. The mining and quarry operation that is creating Hogan Reservoir has continued over the past 6 years and the capacity of the Reservoir is believed to be approaching the decreed capacity. In addition to construction of the facility, a pump and pipeline system has been installed and maintained to allow ongoing water deliveries to TXI from Hogan Reservoir. Significant work has also continued on the interconnected Hogan Reservoir No. 2 and Hogan Ditch No. 2, including installing a new gate valve and rip-rap. Reasonable diligence was maintained recently for those water rights in case No. 03CW411. WHEREFORE, Applicants pray that this Court enter a decree: 1. Finding that Applicants have applied 150 acre-feet of the subject water right to the beneficial use of industrial and washing gravel and making 150 acre- feet absolute for those purposes; 2. Finding that Applicants exercised reasonable diligence in the development of the remaining amounts and uses of the subject conditional water right and continuing said right in full force and effect. 3. Granting such other and further relief as this Court may deem proper.

04CW244 FLYING HORSE RANCH, A COLORADO LIMITED PARTNERSHIP AND KING’S DEER DEVELOPMENT, LLC, 2790 N. Academy, #312, Colorado Springs, CO 80917 (Petrock & Fendel, P.C., 700 17th Street, Suite 1800, Denver, CO 80202, 303- 534-0702). APPLICATION FOR PLAN FOR AUGMENTATION, IN EL PASO COUNTY. A. Groundwater to be augmented: 36 acre-feet per year of not nontributary Denver aquifer groundwater to be withdrawn over a 300 year pumping period as decreed in Consolidated Case Nos. 2000CW85, Water Division 2, and 2000CW175, Water Division 1, on November 27, 2001.

September 2004 Resume Page 21 of 54

The property which is the subject of the decree is approximately 681.69 acres located in parts of Sections 1 and 2, T12S, R66W of the 6th P.M., as shown on Attachment A hereto (Subject Property). B. Water rights to be used for augmentation: Return flows from the use of not nontributary Denver aquifer water and return flows and direct discharge of nontributary Arapahoe aquifer groundwater underlying the Subject Property as previously decreed in this court in the decree described above. C. Statement of plan for augmentation: The subject Denver aquifer groundwater will be used for irrigation, storage, and limited commercial use on the Subject Property over a 300 year period. The water will be withdrawn through one or more wells and operate at rates of flow which may be necessary to efficiently withdraw the water herein. Applicants estimate that irrigation use will require approximately 22 acre-feet per year, storage will require approximately 13 acre-feet per year, and commercial use will require approximately 1 acre-foot per year. All storage structures will be lined. Applicants reserve the right to amend these values without amending this application or republishing the same. Sewage treatment for the commercial use will be provided by a non-evaporative septic system. Consumptive use associated with the commercial 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 storage will also be used for subsequent irrigation, but for purposes of this application is considered to be 100% consumed. 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, Applicants, 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 in use at that time. D. During pumping Applicants will replace an amount equal to 4% of the annual amount withdrawn to the affected stream systems pursuant to Section 37-90-137(9)(c), C.R.S. Because depletions may occur to stream systems in Water Divisions 1 and 2, this application is being filed in both divisions. Return flows from use of the water on the Subject Property may return to the South Platte stream system and the Arkansas stream system and such return flows are sufficient to replace the required amount of replacement. If not, Applicants request that the total actual amount of depletion to all stream systems be returned to the Arkansas stream system and for a finding that those replacements are sufficient. Applicants will reserve an equal amount of nontributary Arapahoe aquifer groundwater underlying the Subject Property to meet future augmentation requirements. WHEREFORE, Applicants pray that this Court enter a Decree: 3. 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 groundwater and the plan for augmentation proposed herein; FURTHER, Applicants pray that this Court grant such other relief as seems proper in the premises.

04CW245 LOLOFF CONSTRUCTION INC., P. O. Box 518, Kersey, Colorado, 80644. (970) 353-1621. c/o Kim R. Lawrence, Lind, Lawrence & Ottenhoff, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN WELD COUNTY 2. Name of Structure. Loloff Section 4 Ditch. 3. Conditional Water Right. 3.1. decree. 87CW153, Water Division No. 1, November 16, 1989. 3.2. legal Description of Diversion Point. The SW¼ NW¼ of Section 4, Township 5 North, Range 65 West of the 6th P.M., Weld County, Colorado, at a point approximately 700 feet South and 50 feet West of the North ¼ corner, Section 4. 3.3. Source of Water. Surface runoff and waste water all tributary to the Cache La Poudre River. 3.4. Appropriation Date. March 15, 1987. 3.5. Amount. 4 c.f.s., conditional. 3.6. Use. Irrigation on 55 acres in the NW¼ of Section 4 and augmentation water. 4. Outline of What Has Been Done Toward Completion. Applicant used the water for irrigation beginning in 1992. Applicant has installed a weir. A decree for diligence was entered on May 13, 1998 in Case No. 95CW218. Since December 1, 1998 the property has been the subject of a mining lease now operated by Aggregate Industries, Inc. so the property can no longer be irrigated. Applicant will use the water for augmentation of any exposed water surface, when the

September 2004 Resume Page 22 of 54 water right is in priority, by diverting the water into the pit. Applicant will also use the water right for irrigation around the pit, once mining and reclamation are complete. 5. Claim for Finding of Diligence. Applicant seeks to continue the 4 c.f.s. as conditional.

04CW246 LEROY EVANS, c/o P.O. Box 1869, Elizabeth, Colorado 80107, (303) 663-4321 through his Attorneys Petrock & Fendel, P.C., Frederick A. Fendel, III, Atty. Reg. #10476, Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, telephone: (303) 534-0702 submits his APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS IN ELBERT COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 51 acres of land located in the S1/2 of Section 25, T7S, R65W of the 6th P.M., as described and shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37- 90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 37-90-137(9)(c), C.R.S., 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicant estimates that the following annual amounts are representative of the subject aquifers underlying the Subject Property: Saturated Estimated Aquifer Thickness Annual Amount Upper Dawson 156 feet 15.6 acre-feet Lower Dawson 65 feet 6.5 acre-feet Denver 192 feet 16.4 acre-feet Arapahoe 226 feet 19.0 acre-feet Laramie-Fox Hills 184 feet 14.0 acre-feet Applicant will reserve part of the Upper Dawson aquifer water which may be available for use through an exempt well pursuant to Section 37-92-602, C.R.S. 6. Well Fields: Applicant requests the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be completed in the future as Applicant's well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used for domestic, industrial, commercial, irrigation, livestock watering, recreational, 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. Remarks:A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers, Applicant requests the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. WHEREFORE, Applicant prays that this Court enter a Decree: 10.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;11.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. B. The groundwater in the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary

September 2004 Resume Page 23 of 54 groundwater. The groundwater in the Upper Dawson aquifer is not nontributary and that water will not be withdrawn until a plan for augmentation is approved by the Court; C. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater proposed herein and no findings of diligence are required to maintain these water rights. FURTHER, Applicant prays that this Court grant such other relief as seems proper in the premises.

04CW247 GREATROCK NORTH WATER & SANITATION DISTRICT, 141 Union Blvd., Suite 150, Lakewood, CO 80228, (303) 987-0835 through their Attorneys: Petrock & Fendel, P.C. Frederick A. Fendel, III, Atty. Reg. #10476, Matthew S. Poznanovic, Atty. Reg. #29990, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202,Telephone: (303) 534-0702 APPLICATION FOR PLAN FOR AUGMENTATION IN ADAMS COUNTY. 2. Names and locations of structures to be augmented: A. Well No. 1: In the NW1/4 of the SE1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 1600 feet from the south and 2540 feet from the east section line of said Section 1.B. Well No. 2: In the SW1/4 of the NE1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 2500 feet from the north and 2000 feet from the east section line of said Section 1.C. Well No. 3: In the NE1/4 of the NE1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 150 feet from the north and 150 feet from the east section line of said Section 1.The location of the wells are shown on Attachment A hereto. 3. Water rights to be used for augmentation: Nontributary Laramie-Fox Hills aquifer as decreed in Case No. 2000CW200 in this Court. 105.2 acre-feet per year is decreed in that case which is located underlying approximately 519.4 acres of land in parts of Section 1, T1S, R65W of the 6th P.M., as shown on Attachment A hereto, and which land is located within the boundary of Applicant (Subject Property). The nontributary Laramie-Fox Hills water is decreed for augmentation purposes. Applicant has constructed a well pursuant to the decree and Permit No. 60711-F and has the ability to withdraw and replace the required amounts of nontributary Laramie-Fox Hills aquifer water pursuant to the augmentation plan requested herein. 4. Description of plan for augmentation: Under this plan for augmentation, water from the three wells described above will divert water for use in up to 324 individual residences to be located on the Subject Property. The water will be diverted year round and used for inhouse use only. Each well will divert the water at a rate of flow not to exceed 300 gpm. Inhouse use per residence will require approximately 0.25 acre-feet per year for a total demand of 81 acre-feet per year. Each residence will be served by a nonevaporative septic system and approximately 90% of the water used for inhouse use or approximately 72.9 acre-feet per year will be returned to the stream system. Treatment of the water prior to inhouse use will consume approximately 25% of the annual amount of water diverted. Therefore, Applicant requests the right to divert 108 acre-feet per year of which approximately 27 acre-feet will be consumed by treatment and 8.1 acre-feet will be consumed by the inhouse use for a total consumptive use of 35.1 acre-feet per year. To allow year round and uninterrupted diversions from the wells, Applicant will replace the amount of consumptive use by direct discharge to Box Elder Creek of nontributary Laramie-Fox Hills aquifer groundwater described above. Timing of replacements will be determined by the Division Engineer. Applicant also reserves the right to revise the values referenced above, including the number of residences to be served based on final planning and engineering factors, without the need for revising or republishing this application. 5. Name of owner of land on which wells will be located:A. Wells 1 and 2: Meadow Homes Development Corporation, 1700 W. 100th Ave, Suite 203, Denver, CO 80260B. Well 3: Box Elder Ranch, 27495 US Hwy 385, Wray, CO 80758.

04CW248 ESTATE OF VICKI L. DALRYMPLE, 10208 Cherokee Lane, Parker, Colorado 80138 c/o (303) 841-0922 through their Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone:

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(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 11.7 acres of land, being Lot 10, Parker East Unit 2 Amended, which is generally located in the SW1/4SW1/4 of Section 29, T6S, R65W of the 6th P.M., as shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 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 subject amounts of groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicant will withdraw the subject groundwater through wells to be located at any location on the Subject Property. Applicant will withdraw part of the water available to be decreed in the Upper Dawson aquifer through an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 162503 which will be repermitted to operate pursuant to the augmentation plan requested below, when 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. Applicants estimate the following annual amounts are representative of the subject aquifers underlying the Subject Property: Saturated Annual Aquifer Thickness Amount Upper Dawson 130 feet 3.0 acre-feet Lower Dawson 118 feet 2.7 acre-feet Denver 372 feet 7.4 acre-feet Arapahoe 223 feet 4.4 acre-feet Laramie-Fox Hills 192 feet 3.3 acre-feet Applicant will reserve part of the Upper Dawson aquifer water for use through the existing exempt well. 6.Well Fields: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property, through 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: The water will be used for domestic, irrigation, stockwatering, fire protection and augmentation uses. 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: 1 acre-foot per year over a 100 year pumping period 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 Upper Dawson aquifer water and return flows or direct discharge of nontributary Denver aquifer ground water.C.Statement of plan for augmentation: Applicant will use the Upper Dawson water to supply the subject lot through the existing well at a rate of flow of 15 gpm. The well will be limited to 1 acre-foot per year for inhouse use (0.4 acre-feet), irrigation/limited to 8000 square- feet of lawn, garden, and trees (0.5 acre-feet), and stockwatering of 8 large domestic animals (0.1 acre-feet). Applicant reserves the right to amend these values without amending this application

September 2004 Resume Page 25 of 54 or republishing the same. Sewage treatment for inhouse 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. Stockwatering uses will be considered to be 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 the total actual depletion at 100 years is approximately 0.514% of the annual amount withdrawn and the majority of said depletion occurs to the Cherry Creek stream system. Return flows from use of the subject water will accrue to the South Platte River stream system via Cherry Creek, 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 Denver aquifer groundwater underlying the Subject Property to meet future 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.Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers based on estimates of relative values for specific yield and saturated thickness, Applicant 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 up to 1 acre-foot per year for 100 years of the not nontributary Upper Dawson aquifer groundwater requested herein through the existing well under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S.

04CW249 ICON LAND II, LLC, 5299 DTC Blvd., #815, Greenwood Village, Colorado 80111, (303) 984-9800 through their attorneys Petrock & Fendel, P.C., Frederick A. Fendel, III, Atty. Reg. #10476, Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702, [email protected] 2. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY UPPER AND LOWER ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY DENVER AQUIFERS IN ARAPAHOE COUNTY. 2.Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 159.3 acres of land, being the NW1/4 of Section 10, T4S, R65W of the 6th P.M., except for the north 30 feet, as shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4.Source of Water Rights: The source of the groundwater to be withdrawn from the Upper and Lower Arapahoe and Laramie- Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in 37-90-103(10.5), C.R.S. The groundwater to be withdrawn from the Denver aquifer is not nontributary as described in 37-90-137(9)(c), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicant estimates that the following annual amounts are representative of the subject aquifers underlying the Subject Property: Saturated Estimated Aquifer Thickness Annual Amount Denver 250 feet 68 acre-feet Upper Arapahoe 129 feet 35 acre-feet Arapahoe 80 feet 22 acre-feet

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Laramie-Fox Hills 155 feet 38 acre-feet Applicant may reserve part of the Denver aquifer water which may be available for use through exempt wells pursuant to Section 37-92-602, C.R.S. 6. Well Fields: Applicant requests the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be completed in the future as Applicant's well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used and reused for municipal, domestic, industrial, commercial, irrigation, livestock watering, recreational, fire protection, and augmentation and exchange purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90- 137(6), C.R.S. 9. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7.B.Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers, Applicant requests the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. WHEREFORE, Applicant prays that this Court enter a Decree:10. 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; 11.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. B.The groundwater in the Upper and Lower Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater. The groundwater in the Denver aquifer is not nontributary and that water will not be withdrawn until a plan for augmentation is approved by the Court; C. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater proposed herein and no findings of diligence are required to maintain these water rights.

04CW250 GARY RAMEY 11874 County Rd. 370; Sterling, CO 80751 (970)522 7656 (Ray Ann Brammer, Brammer Law Office, P.C., Box 1827 Sterling, CO 80751 970 521 0700, attorney for Applicant.) APPLICATION FOR CHANGE OF WATER RIGHTS; AUGMENTATION PLAN AND GROUNDWATER RIGHT, IN LOGAN AND MORGAN COUNTIES. CHANGE OF USE/ AUGMENTATION PLAN 2. Decreed name of structure for which change is sought: Morgan Prewitt Reservoir. 3. Structure to be augmented: Ramey Well. 4. From Previous Decree: Morgan Prewitt Reservoir Date entered: January 5, 1922 Case No. Civil Action 2142 Court: District Court; Weld County Date entered: October 18, 1965; Case No. Civil Action No. 16704 Court: District Court; Weld County Decreed point of diversion: A headgate in common with the Johnson & Edwards Ditch on the east bank of the South Platte River at a point in the SW1/4 Section 24, Township 5 North, Range 55 West, in Morgan County, Colorado whence it extends northeasterly, and easterly for a distance of 27,000 feet to the reservoir. Source: South Platte River Appropriation Date: May 25, 1910 and December 31, 1929 Amount 32,300 acre feet and 34, 960 acre feet Historic use:(Include a description of all water rights to be changed, a map showing the approximate location of historic use of the rights and records or summaries of records of actual diversions of each right the applicant intends to rely on to the extent such records exist.) Irrigation of lands in the Logan Irrigation District, Iliff Irrigation District and land of the stockholders of the Morgan-Prewitt Reservoir Company. Brad and Phil Mortenson used the Morgan-Prewitt water for irrigational purposes for more than ten years on 120 acres through the Upper Platte and Beaver Ditch. The Morgan-Prewitt water was a supplemental supply to irrigate 120 acres located in Sections 32 and 28 of Township 4 North, Range 56 West of the 6th P.M. 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.) Applicant is changing the decreed use of one fourth (1/4) of his

September 2004 Resume Page 27 of 54 one share of Morgan-Prewitt Water under the terms and conditions of this decree, permitting this water to be used for augmentation and replacement of otherwise out-of-priority diversions from the well described in this application. 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. The applicant seeks to change the Morgan Prewitt Decree to allow one fourth (1/4) of his one share of Morgan Prewitt to be used to augment one well that will irrigate no more than 6000 square feet in the E1/2 NE1/4 NE1/4 Section 4, Township 7 North, Range 52 West of the 6th P.M. The land to be irrigated is lawn and garden associated 11874 C.R. 370 in Sterling, Colorado. (See Attached Map.) The long term average yield of one share of Morgan-Prewitt water is 16 AF per year. Based on the historic use of the Morgan - Prewitt water through the Upper Platte and Beaver Ditch, utilizing a ditch system loss of 10 percent, irrigation efficiency of 60 percent and South Platte River transit loss of five percent, one fourth (1/4) of one share of Morgan-Prewitt water will produce sufficient replacement water for the irrigation of 6,000 square feet of lawn and garden. The 6,000 square feet of lawn and garden approximate consumptive use as follows: April 0.02102; May 0.02716; June 0.04117; July 0.04205; August 0.03855; September 0.03154; October 0.01752; Total 0.21901. The Applicant shall release annually to the South Platte River Morgan-Prewitt water from Prewitt Reservoir to replace historic return flows from the irrigation of the Mortenson property based on the use of one fourth (1/4) of one share of Morgan Prewitt. 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: Applicant Name of well(s) and permit, registration, or denial number(s). (If permit applied for, but not acted upon, give date of permit application.) Well permit applied for, dated August 20, 2004. GROUNDWATER RIGHT Legal description of well (include distance and bearing from established government section corner or quarter corner; or distances from section lines, and indicate 1/4 1/4, section number, township, range and meridian; include map). 300 feet from the North Section line and 75 feet from the East Section line in the E1/2 NE1/4 NE1/4 Section 4 Township 7 North Range 52 West, 6th P.M. Street Address: 11874 CR 370 Sterling, Colorado 80751. Source: South Platte Alluvium Depth: 120 feet. Date of Appropriation: July 2001 How appropriation initiated: Determination of need for irrigation Date water applied to beneficial use: n/a Amount Claimed: 15 GPM Conditional Proposed use: If irrigation, complete the following: Number of acres historically irrigated: n/a Total number of acres proposed to be irrigated: 6000 square feet The legal description of the land irrigated. E 2 NE 1/4 NE 1/4 Section 4, Township 7 North Range 52 West, 6th P.M. Area of lawns and gardens irrigated. 6000 square feet If non-irrigation, describe purpose fully: There is a well located on the property that is a deep well and is not suitable for irrigation of lawn and garden.

04CW251 THE TOWN OF CASTLE ROCK, Attn: Director of Public Works, 100 North Wilcox, Castle Rock, CO 80104, (303) 660-1015 (Henry D. Worley, MacDougall, Woldridge & Worley, P.C., 530 Communication Circle, Suite 204, Colorado Springs, CO 80905 (719) 520- 9288. APPLICATION FOR FINDING OF DILIGENCE IN DOUGLAS COUNTY. 2. Name of Structure: Chatfield Reservoir. 3. Describe conditional water right: A. Date of original decree: July 25, 1991; Case No.: 89CW169; Court: Water Div. 1, Colorado. B. Legal Description: The reservoir formed by the Chatfield Dam, an existing structure located in Sections 6 and 7, T. 6 S., R. 68 W., 6th P.M., and in Section 1, T. 6 S., R. 69 W., 6th P.M., in Douglas and Jefferson Counties. C. Source: South Platte River and its tributaries. D. Appropriation Date: November 6, 1989. Amount: 2000 acre feet, conditional E. Use: for all municipal purposes. 4. Provide a detailed outline of what has been done toward completion or for completion and the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: The Chatfield Reservoir storage is intended to be part of an integrated water system for the Town of Castle Rock, which system consists of Denver Basin water rights, tributary water rights (surface

September 2004 Resume Page 28 of 54 and ground water), augmentation plans, appropriative rights of exchange and conditional storage rights. Throughout the diligence period, the U.S. Army Corps of Engineer and the Colorado Water Conservation Board (CWCB) have been working with municipal water providers to study the feasibility of reallocating storage space in Chatfield Reservoir, preliminarily determining that 20,600 acre-feet of storage space can be reallocated to Colorado water providers. The Town has been an active participant in this process. Most recently, during June through September 2004, the Town participated in this process with other entities, including attending numerous meetings concerning the relative amounts to be reallocated and the scope of hydrologic and environmental studies to support this reallocation. The Town has applied to the CWCB for 2,000 acre-feet as its share of the available storage space. In addition, during the diligence period, Applicant has completed the following work on its integrated system: A. In 2001, Castle Rock well nos. 216, 217 and 218 were drilled in the Dawson, Denver and Arapahoe aquifers respectively at a cost of $629,110.00; B. In 2001, Castle Rock well no. 14 was redrilled at a cost of $672,640.95; C. In 2001, Castle Rock well no. 31 was redrilled at a cost of $534,610.00; D. In 2000, Castle Rock well no. 204 was constructed in the Arapahoe aquifer at a cost of $815,286.00; E. In 1999, Castle Rock well no. 149 was constructed in the Denver aquifer at a cost of $574,321.00; F. In 1999, Castle Rock well no. 150 was constructed in the Denver aquifer at a cost of $595,296.00; G. In 1998, Castle Rock well no. 12 was redrilled as a horizontal alluvial well, at a cost of $330,261.00; H. In 1998, the Heckendorf alluvial well nos. 1, 2 and 3 (CR 78, permit no. 45478-F, CR 79, permit no. 45477-F and CR 80, permit no. 46252-F, respectively) were constructed at a combined cost of $731,510.00; I. In 1998, Castle Rock well no. 39 was constructed in the Arapahoe aquifer at a cost of $892,861.00; J. In 1998, Castle Rock well no. 176 was constructed in the Arapahoe aquifer at a cost of $743,137.00; K. In Case No. 03CW441, Applicant applied for a conditional direct flow right from two alternate points of diversion: The High Line Canal, and Denver Water’s Strontia Springs Dam and Conduit No. 26. L. As a member of the Plum Creek Wastewater Authority, the Town participated in the purchase of a site for a gravel pit reservoir. M. In addition, the Town of Castle Rock is an active participant in the South Metro Water Providers, which seeks to increase water resources available for its members.5. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: The land is owned by the US Army Corps of Engineers, which has a local address of 9307 South Wadsworth Blvd., Littleton, CO 80128. Wherefore, Applicant requests that the court enter a finding that Applicant has demonstrated reasonable diligence during the diligence period, and extend the conditional water right for an additional six year period.

04CW252 COLORADO DIVISION OF WILDLIFE, 6060 Broadway, Denver, CO 80216- 1000, Telephone No. (303) 297-1192. c/o STEPHEN C. CANN, Assistant Attorney General, Natural Resources Section, Attorneys for DOW, 1525 Sherman Street, 5th Floor, Denver, Colorado 80203. Telephone: (303) 866-5033. FAX: (303) 866-3558. APPLICATION FOR A FINDING OF DILIGENCE, IN LOGAN COUNTY. Name of Structures: Tamarack Well No. 4 -21250-F; Tamarack Well No. 5 -21249-F; Tamarack Well No. 6 –21248-F; Tamarack Well No. 7 –21247-F; Tamarack Well No. 8 –21246-F; Tamarack Well No. 9 –21251-F; Tamarack Well No. 10 –21245-F. Legal description: Tamarack Well No. 4 -21250-F is located in the NW¼ SW ¼ of Section 18, T10N, R48W, 6th PM in Logan County. 1650 feet from the South section line and 1,250 feet from the West section line. Tamarack Well No. 5 -21249-F is located in the NE¼ SE ¼ of Section 18, T10N, R48W, 6th PM in Logan County. 2400 feet from the South section line and 550 feet from the West section line. Tamarack Well No. 6 -21248-F is located in the SE¼ NW ¼ of Section 17, T10N, R48W, 6th PM in Logan County. 1700 feet from the North section line and 2,350 feet from the West section line. Tamarack Well No. 7 -21247-F is located in the NE¼ NE ¼ of Section 17, T10N, R48W, 6th PM in Logan County. 1200 feet from the

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North section line and 950 feet from the East section line. Tamarack Well No. 8 -21246-F is located in the SE¼ SW ¼ of Section 9, T10N, R48W, 6th PM in Logan County. 500 feet from the South section line and 2,600 feet from the West section line. Tamarack Well No. 9 -21251-F is located in the SW¼ SE ¼ of Section 10, T10N, R48W, 6th PM in Logan County. 900 feet from the South section line and 2,200 feet from the East section line. Tamarack Well No. 10 -21245-F is located in the NE¼ SE ¼ of Section 10, T10N, R48W, 6th PM in Logan County. 2550 feet from the South section line and 700 feet from the East section line. Source: Ground water, in the amount of 870 acre-feet for each well permitted. Appropriation Date: October 1, 1974. Amount: All Tamarack Wells (Nos. 4 through 10) are each decreed for 4.9 cfs (2,200 gpm), Conditional, limited to an average annual appropriation of 870 acre-feet for each well. Use: Irrigation of not more than 100 acres, augmentation, and wildlife. 5. Description 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: Currently, the Colorado Division of Wildlife (CDOW) actively operates three wells (Wells 7, 8, and 9) and eight lined ponds (Ponds 1,2,3,4,5 and Minnow Ponds 1,2 and 3) as part of the Tamarack Hill Well Project (W- 7713) Wells 7 and 8 are pumped into three different ponds (Ponds 1, 2, and 3) for hunting (Well 8 is being used to pump into Ponds 2 and 3). Well 9 is used on the far east pond (Pond 5) for resting waterfowl when Jumbo Reservoir freezes over. Three lined minnow ponds, located at the western portion of the property, were added this diligence period. Filling of all the ponds has been limited in the past years’ by the severe drought conditions. Presently, Well Nos. 4, 5, 6, and 10 although drilled are not used on this site due to budgetary constraints. During this Diligence period the period (1998-2004) CDOW has spent a total of $39,260 during 1998 – 2004 in electrical costs to pump Well Nos. 7, 8, and 9. At this time Well 10 has been taken off line due to utility costs and budget restraints. In 2001 CDOW constructed three lined minnow ponds at a cost of $24,156. This cost includes $15,099 of man hours for construction and $9057 for materials. These three ponds have historically been filled with water from the Tamarack Recharge Project (96CW1062, 96CW1063, 98CW463). CDOW is seeking to be able to also use the augmentation sources listed in this decree to provide replacement water for these ponds. In addition, CDOW dedicates volunteer time to plant trees at the site for dove roosting. Cattail maintenance is preformed on a yearly basis before ponds are filled. Yearly personnel costs for each well are approximately $200.00 per well. A total personnel cost associated with Well Nos. 7, 8, and 9 is $600.00. Thereby, the total expenditures for this diligence period is $92,826. 6. Names(s) and address(s) 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. These wells and ponds are all located on the Colorado Division of Wildlife’s Tamarack Ranch State Wildlife Area (Logan County). Name of Owner: State of Colorado, Department of Natural Resources, Division of Wildlife. Address of Owner 6060 Broadway, Denver, Colorado 81216.

04CW253 (96CW170, 171) WILLIAM K. KEATS, 5210 East 6th Ave., Denver, CO 80220. Direct Pleadings to: Margaret O’Donnell, 141 9th Street, P.O. Box 773572, Steamboat Springs, Colorado 80487 (970) 879-2104. APPLICATION FOR FINDING OF REASONABLE DILIGENCE, IN DOUGLAS COUNTY. 2. Name of Structures: Keats Pond Nos. 1 and 2. 3. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: September 15, 1998. Case No. 96CW170, 171. Court: District Court, Water Division 1, State of Colorado. B. Legal Description: 1) Keats Pond No. 1: Located in the NW1/4SE1/4 of Section 24, T10S, R67W of the 6th P.M., at a location which is approximately 1400 feet from the East and 2600 feet from the South section line of said Section 24. 2) Keats Pond No. 2: Located in the NE1/4SE1/4 of Section 24, T10S, R67W of the 6th P.M., at a location which is approximately 1000 feet from the East and 2000 feet from the South section line of said Section 24. Both Ponds are located in Douglas County, Colorado C. Source: An unnamed tributary to Carpenter Creek, tributary to

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East Plum Creek, and not nontributary and nontributary groundwater, if necessary. D. Appropriation Date: July 31, 1996 for Keats Pond No. 1 in the amount of 25 acre feet and refill, and October 31, 1996 for Keats Pond No. 2 in the amount of 20 acre feet and refill. E. Use: Domestic, stockwatering, irrigation, commercial, recreation, wildlife and fish propagation. 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: In consolidated Case Nos. 96CW170 and 171, by order dated September 15, 1998, this Court granted conditional water rights and a plan of augmentation for the water rights that are the subject of this application and part of the overall development of Applicant’s property. Keats Pond Nos. 1 and 2 constitute an integrated system and work on one feature shall be considered in finding that reasonable diligence has been shown in the development of all the water rights which are part of this application. C.R.S. 37-92-301(4)(a)(IV)(b). These efforts are detailed below. During the six year diligence period ending September 30, 2004, Applicant retained Hudick Civil Contractors to excavate the Keats Pond 2 (“Pond”). Hudick obtained a grading permit from Douglas County and began construction on the Pond in June of 2002. Applicant purchased and completed installation of a 20 mil PVC membrane liner in Keats Pond 2 on 12/13/2002. Denver Basin groundwater has been pumped into Keats Pond No. 2 commencing in October of 2003. Applicant has expended approximately $56,000 in the development of Keats Pond No. 2. 5. Names and address of owner or reputed owner of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including an modification to the existing storage pool: Applicant. WHEREFORE, Applicant requests the Court find that the Applicant has diligently pursued all its conditional water rights as decreed in Case No. 96CW170, 171 for the diligence period ending September, 2004 and that these rights will continue to remain in full force and effect.

04CW254 (96CW190 & 83CW360) COLUMBINE ASSOCIATES AND CITY OF AURORA, c/o John M. Dingess, No.12239, Robert E. Schween, No. 12923, Teri L. Petitt, No. 17002, 4600 South Ulster Street, Suite 1111, Denver, Colorado 80237-2875, Phone Number: 303-779-0200, FAX Number: 303-779-3662, E-mail:[email protected]. APPLICATION FOR SEXENNIAL FINDING OF REASONABLE DILIGENCE, IN PARK COUNTY. A. THE CITY OF AURORA, Colorado, a municipal corporation of the Counties of Adams, Arapahoe, and Douglas, acting by and through its Utility Enterprise (“Aurora”), 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012. Telephone: 303-739-7384. B. Pursuant to the Agreement between Aurora and COLUMBINE ASSOCIATES, dated October 3, 1988, Aurora is responsible for the filing and prosecution of all diligence applications concerning the subject water rights. 2. NAME OF STRUCTURES: A. Columbine Reservoir and Dams No. 1 and No. 2. B. Slater Ditch Enlargement. C. Slater Ditch Extension. 3. DESCRIPTION OF CONDITIONAL WATER RIGHTS: A. Original Decree: August 23, 1990, Case Number 83- CW-360, District Court Water Division 1, Colorado. B. Decree Finding Reasonable Diligence: September 10, 1998, Case No. 96-CW-190, District Court, Water Division 1, Colorado. C. Locations: (1) The North abutment of Dam Number One is located at a point whence the SW corner of Section 14, Township 9 South, Range 76 west, 6th P.M., Park County, Colorado, bears South 30° 53’ 40” West, a distance of 7595.1 feet, and the axis of said dam bears South 7° 45’ 00” West from said North abutment, a distance of 582.7 feet to the South abutment. (2) The North abutment of Dam Number Two is located at a point whence the SW corner of Section 14, Township 9 South, Range 76 West, 6th P.M., Park County, Colorado, bears South 47° 12’ 20” West, a distance of 4938.2 feet, and the axis of said dam bears South 13° 02’ 40” West from said North abutment a distance of 697.4 feet to the South abutment. (3) The proposed enlarged Slater Ditch, the centerline of which is the existing Slater Ditch, the headgate of which is located at a decreed point of diversion in the SE ¼ of Section 21, Township 8 South, Range 76 West, 6th

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P.M., Park County, Colorado, on Tarryall Creek whence the highest point of Mount Silverheels bears West 3° 45’ North and Kenosha Mountain bears West 34° 15’ North, as decreed by the District Court, Park County, Colorado, on October 18, 1889. (4) The proposed Slater Ditch Extension, the headgate of which is to be located at a point whence the NW corner of Section 34, Township 7 South, Range 76 West, 6th P.M., Park County, Colorado, bears North 60° West, a distance of 2700.0 feet. D. Sources: Tarryall Creek, Michigan Creek, and the waters of the Park Gulch drainage and the South Branch of Park Gulch drainage located above the enlarged Slater Ditch, the proposed Slater Ditch Extension, and the proposed Columbine Reservoir and Dams, respectively. E. Appropriation Date: October 3, 1988. F. Amounts Claimed: (1) Storage: (a) Initial filling of each year: 28,242 acre-feet, CONDITIONAL. (b) Annual refill right: 27,242 acre-feet, CONDITIONAL. (2) Direct Flow: 150 cubic feet per second for hydroelectric power generation and power generally from all sources alternately or in the aggregate, CONDITIONAL. G. Uses: Domestic; Agricultural; Municipal; Irrigation; Hydroelectric Power Generation and Power Generally; Industrial; Commercial; Mining; Milling; Manufacturing; Recreational Purposes including swimming, boating, fishery, and wildlife; Flood Control; Augmentation and Exchange; Mechanical; Fire Protection; and the maintenance of adequate Storage Systems and Storage Reserves. 4. EFFORTS TOWARD COMPLETION OF THE APPROPRIATION AND APPLICATION OF THE WATER TO A BENEFICIAL USE, INCLUDING EXPENDITURES: A. Unified Municipal System. The water rights that are the subject to this case are part of a unified and extensive system for the appropriation, collection, storage, treatment, and distribution of water to the municipality of Aurora and its municipal customers. See Exhibit A, Map of Aurora’s Municipal Water System. Further development of Aurora’s municipal water supply system is a continuing requirement, as it is for every municipal water provider located along the front range of Colorado. B. Systemwide Development and Expansion. During the relevant diligence period since the filing of the last diligence application for the structures subject to this application, Aurora has met its expanding municipal water supply demands, which will continue to expand along with the inevitable growth of the metropolitan area. During the relevant diligence period, Aurora continued with the development and expansion of its entire water supply system. During said period of time, approximately 11,160 new water taps of various sizes were added to the Aurora water system. This system currently serves a city of approximately 135 square miles in area, of which approximately 65 square miles is developed, with a present population of approximately 298,300 people. The Aurora population is currently growing at the rate of 1.75 percent per year. C. Site Specific Development and Protection. During the relevant diligence period, Aurora has continued to protect and perfect its Columbine Reservoir water storage and direct flow water use rights through its planning and engineering efforts in support of its entire municipal water supply system, the Columbine Reservoir structure itself, and various related structures. Further protection was demonstrated by Aurora’s entry and participation in multiple Water Court cases within Water Division 1, both as an Applicant for new and complimentary water rights and as an Opposer for the purpose of protecting its existing vested and decreed conditional water rights. D. Systemwide Capital Expenditures and Legal Expenses. Aurora’s capital expenditures in the general categories of Water Fund Development and Sanitary Sewer and Storm Drain Fund Development are summarized in Table 1, below, and supported in line-item detail in the spreadsheets attached to this application as Exhibit B (Water Fund) and Exhibit C (Sanitary Sewer and Storm Drain Fund). Legal fees associated with such efforts are included in these figures. However, legal expenditures on matters separate from these capital development funds are as summarized in Table 2, below. SUMMARY OF CITY OF AURORA SYSTEMWIDE DILIGENCE ACTIVITIES Table 1: Summary of Capital Improvement Spending Plans (Dollar Amounts Expressed in Thousands - $000s) A. Water Fund Development.

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Category 1996 1997 1998 1999 2000 2001 2002 2003 2004 (1) Raw 3,067.559 6,245.086 8,015.218 5,374.410 8,503.767 5,042.366 8,762.898 54,123.581 12,591.077 Water - City Funded (2) Raw 87.194 15.250 22.976 654.126 1,272.768 358.904 42.663 211.817 0.209 Water - Developer Funded (3) 1,942.253 2,216.984 3,047.909 6,641.396 16,882.570 6,854.319 5,330.241 32,022.659 5,569.465 System Improve- ment TOTAL 5,097.005 8,477.319 11,086.103 12,669.931 26,659.105 12,255.588 14,135.802 86,358.057 18,160.751 WATER FUND B. Sanitary Sewer and Storm Drain Fund Development. Category 1996 1997 1998 1999 2000 2001 2002 2003 2004 (4)Sewer- 2,213.219 675.626 4,209.185 3,265.642 821.004 1,754.405 7,190.082 5,260.536 859.826 City CIP (5)Sewer- 3.101 0.108 2,922.342 1,490.774 Developer CIP (6)Sewer- 169.219 447.132 688.801 2,555.809 9,930.914 2,537.918 6,864.871 8,227.084 930.527 City SIP Subtotal- 2,382.438 1,122.758 4,901.087 5,821.559 10,751.918 4,292.323 14,054.953 16,409.962 3,281.127 (7)Storm 1,597.593 223.793 619.681 3,382.861 874.493 1,293.505 319.772 2,439.858 1,882.531 Drain-City CIP (8)Storm 179.669 567.469 510.735 875.641 3,217.791 702.776 486.982 2,500.955 285.988 Drain-City SIP Subtotal 1,777.262 791.262 1,130.416 4,258.502 4,092.284 1,996.281 806.754 4,940.813 2,168.519 TOTAL 4,159.700 1,914.020 6,031.503 10,080.061 14,844.202 6,288.604 14,861.707 21,350.775 5,449.646 SEWER FUND C. Total Water Fund and Sewer and Storm Drain Fund. 1996 1997 1998 1999 2000 2001 2002 2003 2004

TOTAL 9,256.705 10,391.339 17,117.606 22,749.992 41,503.307 18,544.192 28,997.509 107,708.832 23,610.397 Explanation of Table 1 Categories: (1) Raw Water City Funded: Activities Aurora funded through use of subaccounts in the Utilities Enterprise fund derived from tap fees. This general category includes 64 line items. See Exhibit B. (2) Raw Water Developer Funded: Activities Aurora funded through the use of subaccounts in the Utilities Enterprise fund derived from annexation fees. This general category includes 27 line items. See Exhibit B. (3) System Improvement: Activities Aurora funded through the use of subaccounts in the Utilities Enterprise fund derived from user fees that are in the nature of capital acquisitions and improvements This

September 2004 Resume Page 33 of 54 general category includes 58 line items. See Exhibit B. (4) Sewer-City CIP: Sewer line improvements or expansions funded through the use of Aurora’s subaccounts in the Utilities Enterprise fund derived from tap fees. This general category includes 21 line items. See Exhibit C. (5) Sewer-Developer CIP: Activities Aurora funded through the use of subaccounts in the Utilities Enterprise fund derived from annexation fees. This general category includes 11 line items. See Exhibit C. (6) Sewer-City SIP: Activities Aurora funded through the use of sub- accounts in the Utilities Enterprise fund derived from user fees that are in the nature of capital acquisitions and improvements. This general category includes 22 line items. See Exhibit C. (7) Storm Drain-City CIP: Activities Aurora funded through the use of subaccounts in the Utilities Enterprise fund derived from tap fees. This general category includes some 26 line items. See Exhibit C. (8) Storm Drain-City SIP: Activities Aurora funded through the use of subaccounts in the Utilities Enterprise fund derived from user fees. This general category includes some 21 line items. See Exhibit C. Table 2: Summary of Legal Fees During Diligence Period (Not Included in Above Capital Expenditures) Category 1996 1997 1998 1999 2000 2001 2002 2003 2004 D-1 $4,025 $18,927 $46,200 $53,886 $7,110 $62,025 $25,318 $31,728 $49,712 Opposition D-2 $414 $1,525 $1,792 $13,888 $7,830 $17,445 $120,624 $71,824 $24,576 Opposition D-5 $448 $1,930 $2,506 $1,736 $3,645 $2,880 $2,448 $1,360 $1,488 Opposition Water $10,755 $1,425 $1,296 $32 $160 Quality Legislation $4,128 $11,376 $9,728 Totals $4,887 $22,382 $50,498 $69,510 $29,340 $83,775 $153,814 $141,638 $85,664 5. COLUMBINE RESERVOIR IS PART OF AURORA’S INTEGRATED WATER SUPPLY AND DELIVERY SYSTEM. A. Uses for Structure in Municipal System. Columbine Reservoir serves as important structure in Aurora’s long-term water supply development for storage of native waters and as a place to store transferred water. Columbine Reservoir can serve as a transferred place of storage for several of Aurora’s South Park water rights. For example, Aurora’s Jefferson Lake water rights were adjudicated in 1889 with an 1888 appropriation date. Jefferson Lake itself is an alternative point of diversion for several Park County water rights owned by the City. it could be determined that a future transfer of these rights to Columbine Reservoir as an alternate point of storage would be appropriate. See Affidavit of Peter Binney, Director of Utilities, City of Aurora, attached as Exhibit D. B. Exigent or Unforeseen Circumstances. Certain portions of the planned site specific work on Columbine Reservoir were delayed or postponed during this diligence period for several reasons, all based upon business planning and budget realities encountered by the City during this diligence period. Some of the resources targeted for project specific work on this structure were necessarily diverted to other causes (1) by the onset of the severe drought conditions; and (2) by the timing of the opportunity for Aurora to acquire additional water resources in the South Park area from the City of Thornton. See Affidavit of Peter Binney, Exhibit D. (1) Many projects and plans of the Aurora Utility Department were changed or postponed during the relevant diligence period when it became clear that all available City resources would be needed to address the City’s immediate water supply concerns because of the existing severe drought conditions. The extent of drought related activities required at this time was not foreseeable and necessitated the immediate diversion of resources away from many projects to address such conditions. Accordingly, some of the resources earmarked for the Columbine Reservoir project were put to use elsewhere. It is anticipated that as these immediate concerns become less exigent, resources will again be directed to the site-specific development of Columbine Reservoir. (2) In 2001, the City of Thornton

September 2004 Resume Page 34 of 54 decided to divest itself of its extensive South Park water holdings. Because Aurora already had its own water rights holdings in this area, and already had effective delivery and storage systems, either in place or planned, it was apparent to Aurora’s Utility Department that this opportunity to acquire these extensive water rights should be pursued. Accordingly, Aurora made such acquisition at an approximate cost to the City of over $ 32,000,000. The diversion of monetary resources to this acquisition necessitated that funding for other water development projects be delayed. Part of the site specific work targeted for Columbine Reservoir was one such project. Nevertheless, acquisition of these extensive rights in the vicinity of Columbine Reservoir only accentuates the planned potential utility and need for the development of the Columbine Reservoir storage structure. C. Can and Will. Aurora asserts that the conditional water right decreed to the Columbine Reservoir can and will be diverted and stored, and the structure will be beneficially used within the municipal water supply system of Aurora within a reasonable time and that Aurora will comply with the requirements of § 37-92-305(9)(b), C.R.S., in this regard. WHEREFORE, Aurora respectfully requests a decree of this Court confirming that Aurora has been diligent in the completion of the appropriation of the above-referenced decreed conditional water rights, and extending for an additional SIX-year period the necessity for filing additional diligence applications. Applicant further requests this Court also grant such additional relief that the Court deems necessary and appropriate to further the purposes of the Appropriations herein requested.

04CW255 THE GROUNDWATER MANAGEMENT SUBDISTRICT OF THE CENTRAL COLORADO WATER CONSERVANCY DISTRICT, 3209 West 28th Street, Greeley, Colorado 80634 (Lind, Lawrence & Ottenhoff LLP, 1011 11th Avenue, Greeley, CO 80631), APPLICATION TO MAKE WATER RIGHTS ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE, IN WELD COUNTY. 2. Name of Structure: Western Mutual Ditch Recharge Project. 3. Conditional Water Right: A. Original Decree: 87-CW-304, Water Division No. 1, June 21, 1991. B. Diligence Decree: 97-CW-161, Water Division No. 1, April 6, 1998. C. Legal Description of Structure: In the Southeast Quarter (SE ¼) of the Southwest Quarter (SW ¼) of Section Eleven (11), Township Three (3) North, Range Sixty-seven (67) West of the 6th P.M., Weld County, Colorado at the diversion works of the Western Mutual (Hewes and Cook) Ditch on the east bank of the South Platte River. D. Source: The South Platte River and its tributaries. E. Appropriation Date: March 17, 1987. F. Amount: 29 c.f.s. absolute; 46 c.f.s. conditional. G. Use: Augmentation, recharge, replacement and exchange. 4. Claim to Make Absolute: Applicant diverted the subject water right in priority during the years 1998 through 2004. On April 11, 2001 Applicant diverted and put to beneficial use an additional 2.4 c.f.s. over and above the 29 c.f.s. decreed as absolute. The beneficial use is the augmentation of Applicant’s member wells. 5. Action Taken Toward Completion of Remaining Conditional Appropriation: During the diligence period Applicant diverted water and expended money on the operation, maintenance and improvement of the Project. From 1998 to 2004, Applicant expended approximately $13,000 towards improving the Project by having construction work performed on headgates and/or augmentation structures which are part of the Project. 6. Finding of Diligence and to Make Absolute: Applicant seeks a decree making an additional 2.4 c.f.s absolute for augmentation, recharge, replacement and exchange, and making a finding of reasonable diligence for the remaining conditional portion of the appropriation.

AMENDED APPLICATIONS

02CW105 FARMERS RESERVOIR AND IRRIGATION COMPANY (“FRICO”), a Colorado corporation, 80 South 27th Ave., Brighton, CO 80601 (303) 659-7373; BURLINGTON DITCH, RESERVOIR AND LAND COMPANY (“Burlington”), a Colorado corporation, 80 South 27th Ave., Brighton, CO 80601 (303)659-7373; HENRYLYN IRRIGATION DISTRICT

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(“Henrylyn”), an irrigation district organized under the laws of the State of Colorado, P. O. Box 85, Hudson, CO 80642. 303-536-4702. (John P. Akolt, III, Reg. No. 4363, 80 South 27th Avenue, Brighton, Colorado 80447. Phone: 303-659-7373 FAX: 303-659-6077, E-Mail: [email protected], Attorney for The Farmers Reservoir and Irrigation Company and The Burlington Ditch, Reservoir and Land Company) (Steven L. Janssen, Reg. No. 10200, 3990 Pleasant Ridge Road, Boulder, CO 80301-1718 Phone: 303.443.4337,FAX: 303.443.4337, E- mail: [email protected], Attorney for the Henrylyn Irrigation District) FIRST AMENDED APPLICATION FOR ALTERNATE POINTS OF DIVERSION AND CHANGE IN PLACE OF STORAGE; APPLICATION FOR WATER RIGHTS (SURFACE); APPLICATION FOR RIGHTS OF EXCHANGE; APPLICATION FOR WATER STORAGE RIGHTS IN DENVER, ADAMS, ARAPAHOE, JEFFERSON, DOUGLAS AND WELD COUNTIES. Hereinafter, the Applicants are collectively referred to as “the Companies”. Unless specified otherwise, the Companies are the Applicants for each determination sought in this application. A map of all points of diversion, location of transmission and places of storage and historic use of the rights is attached to this Application as Exhibit “A”. For publication purposes the map attached as Exhibit A is a reduced size format. Attached to the application filed with the Water Court is a full sized map denominated at Exhibit A-1. A copy of Exhibit A-1 has been provided to each Objector in the pending application and will be made available to any additional Objector that has not been provided with Exhibit A-1 upon request. 2. Existing Company Decrees The existing Company Decrees that are included in this application are the following: 2.1 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 The above rights were adjudicated July 8, 1893, Case No. 11200, Arapahoe County District Court. All of the above rights divert through the Burlington Canal/Metro Pump Station. 2.2 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. 2.3 Farmers Reservoir and Irrigation Milton Lake System Structure Source Priority Date Rate/quantity Milton Lake South Platte River May 29, 1909 26,773 AF Storage right Platte Valley Canal South Platte River May 29, 1909 215 cfs 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. Those rights described as “Burlington O’Brian Canal” divert through the Burlington Canal/Metro Pump Station and subsequently through the Beebe Canal from Barr Lake to Milton Lake. All the other rights divert through the Platte Valley Canal.

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2.4 Henrylyn Irrigation District System Structure Source Priority Date Rate/quantity Denver-Hudson Canal South Platte River First, Second and Third Creek November 28, 1907 300 cfs Prospect Reservoir South Platte River First, Second and Third Creek November 21, 1910 300 cfs/5,970 AF Horsecreek Reservoir South Platte River First, Second and Third Creek March 17, 1911 300cfs/12,000 AF March 17, 1911 12,000 AF refill The above rights were adjudicated Nov. 12, 1924, Case No. 54658, Denver County District Court. All of the above rights divert through the Burlington Canal and the Metro Pump Station. 3. Existing Company Structures 3.1 Burlington Ditch (a/k/a Burlington O’Brian Canal) Legal description of the point of diversion: The headgate is on the East bank of the South Platte River in the SW1/4 of the NE1/4, Section 14, Township 3 South, Range 68 West, 6th P.M., in Adams County, Colorado, at a point approximately 3,084 feet east of the West line and 2,327 feet south of the North line of said section 14. Latitude 039 47 30.97 N, longitude 104 58 0.92 W. The capacity of the Burlington Ditch is approximately 1,000 cfs. FRICO is the fee owner of the Burlington Ditch. Burlington and Henrylyn have carriage rights in the Burlington Canal. 3.2 Denver Hudson Canal At Barr Lake, the Denver Hudson Canal begins as a bifurcation at the south end of Barr Lake. The capacity of the Denver Hudson Canal is 350 cfs. Henrylyn is the owner of the Denver Hudson Canal. The bifurcation is located approximately 1,062 feet south of the North line and 2,403 feet east of the West line of Section 33, Township 1 South, Rage 66 West of the 6th P.M., Adams County, Colorado. Latitude 39 55 33.63 N; Longitude 104 46 50.93 W. 3.3 Metro Pump Station Legal description of the point of diversion: The discharge of the Metro Pump Station to the Burlington Canal is in NE 1/4 of the NW 1/4 Section 12, Township 3 South, Range 68 West of the 6th P.M., Denver County, Colorado, a point approximately 2416 feet east of the West line and 975 feet south of the North line of said section 12. Latitude 039 48 36.4 N, longitude 104 57 1.18 W. The pumping capacity of the Metro Pump Station is 135 cfs. The owner of the fee land under the Metro Pump Station is the Metropolitan Water Reclamation District No. 1. By agreement the Companies and the Denver Water Board have the right of use of the Metro Pump Station. The owner of the land at the Metro Pump Station is the Metropolitan Wastewater Reclamation District, 6450 York Street, Denver, Colorado, 80229. By virtue of a contract between the Companies, the City and County of Denver acting by and through its Board of Water Commissioners and the Metro Wastewater Reclamation District dated July 29, 1968, the Companies have the right to the use of the Metro Pump Station to deliver water to the Burlington Ditch. 3.4 United Diversion Facility No. 3 Legal description of the point of diversion: The headgate is on the East bank of the South Platte River in the SW 1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado, 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,

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longitude 104 51 32.36 W. The United Diversion Facility has an estimated capacity of 500 cfs. It is undergoing final construction as of the date of this Amendment and has not been used to divert water from the South Platte River to date. The owner of the United Diversion Facility and pipeline to the United Gravel Pit is the Silver Peaks Metropolitan District. By agreement the Companies have the vested right of use of ½ of the diversion capacity and ½ of the pipeline capacity associated with the United Diversion Facility No. 3. 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. 3.5 Beebe Pipeline From the United Diversion Facility No. 3, a 36 inch pipeline that is under construction and is expected to be in operation in the fourth quarter, 2004. The presently constructed capacity of the Beebe Pipeline is 40 cfs at a flow rate of 5 feet/second. The Companies own ½ of the capacity of the Beebe pipeline and the right of use of the unused capacity of the remaining capacity. The right of way for the Beebe Pipeline has sufficient width to construct additional future pipeline capacity as shall be desired in the future. The Beebe Pipeline has been completed with the exception of a segment beneath I-76. 3.6 Platte Valley Canal Legal description of the point of diversion: The Headgate is on the East Bank of the South Platte River is in Section 19, Township 2 North, Range 66 West of the 6th Prime Meridian, Weld County, Colorado approximately 1360 feet west of the East line and 968 feet north of the South line of said Section 19. Latitude 040 07 39.82 N, longitude 104 48 53.08 W. FRICO is the owner of the Platte Valley Canal. The Platte Valley Irrigation Company has a 177 cfs carriage easement in the Platte Valley Canal (referred to as the Evans No. 2 Ditch). 3.7 Barr Lake 3.7.1 Legal description: Barr Lake is an off-channel reservoir located upon the whole or parts of Sections 15, 21, 22, 23, 26, 27, 28 and 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 3.7.2 Location of dam: At a point at the center of Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado, approximately 2,766 feet south of the North line and 3,078 feet east of the West line of Section 23 extending northwesterly approximately 1.25 miles. Latitude 39 57 1.15 North; Longitude 104 44 25.70 West. Barr is filled through the Burlington O’Brian Canal. 3.7.3 Surface area: 1,900 acres at high water line 3.7.4 Storage height: 34 feet 3.7.5 Total capacity of the reservoir in acre-feet: 33,011 acre-feet; dead storage is less than 300 acre-feet. Barr Lake is an enlargement of the original Oasis Reservoir. 3.7.6 Owner of the reservoir: FRICO is the fee owner of the land underlying Barr Lake. Burlington has an 11,000 AF storage easement in Barr Lake (the “Oasis Reservoir”). 3.8 Oasis Reservoir 3.8.1 The Oasis Reservoir is the initial 11,000 AF of storage capacity in Barr Lake. As such the location and description of the Oasis Reservoir is the same as Barr Lake, set forth in paragraph 3.7. 3.8.2 Burlington Company is the owner of the Oasis Reservoir, as a storage easement within the enlarged Barr Lake. 3.9 Horsecreek Reservoir.

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3.9.1 Legal description: Horsecreek Reservoir is an off-channel reservoir located upon the whole or parts of Sections 31, 32, Township 1 North and Sections 5, 6 and 8, Township 1 South, Range 64 West of the 6th P.M., Weld County, Colorado. 3.9.2 Location of dam: At a point near the center of Section 32, Township 1 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 2,489 feet south of the North line and 2,790 feet east of the West line of Section 32, extending southwesterly approximately 1.25 miles. Latitude 40 00 30.09 N; 104 34 25.36 W. Horsecreek is filled through the Burlington O’Brian and Denver Hudson Canals. 3.9.3 Surface area: 712 acres at high water line 3.9.4 Storage height: 64 feet 3.9.5 Capacity: 18,747 acre-feet, dead storage is less than 100 acre-feet 3.9.6 Owner of the reservoir: Henrylyn. 3.10 Prospect Reservoir 3.10.1 Legal description: Prospect Reservoir is an off-channel reservoir located upon the whole or parts of Sections 25, 26 and 35, Township 1 North, Range 64 West of the 6th P.M., Weld County, Colorado. 3.10.2 Location of dam: At a point in the NE ¼ of Section 26, Township 1 North, Range 64 West of the 6th P.M., Weld County, Colorado, approximately 1,822 feet south of the North line and 3,701 feet east of the West line of Section 26 extending southeasterly approximately 1 mile. Latitude 40 01 28.38 N; Longitude 104 30 49.80 W. Prospect is filled through the Burlington O’Brian and Denver Hudson Canals. 3.10.3 Surface area: 383 acres at high water line 3.10.4 Storage height: 44 feet 3.10.5 Capacity: 6,368 acre-feet, dead storage 0 acre-feet 3.10.6 Owner of the reservoir: Henrylyn 3.11 Milton Lake. 3.11.1 Legal description: Milton Lake is an off-channel reservoir located upon the whole or parts of Sections 10, 11, 14, 15, 22 and 23, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado 3.11.2 Location of dam: At a point near the east line of the SW1/4 of Section 11, Township 3 North, Range 65 West, of the 6th P.M., Weld County, Colorado, approximately 3,685 feet south of the North line and 2,437 feet east of the West line of Section 11 extending northwesterly approximately 1.5 miles. Latitude 40 14 13.57 N; Longitude 104 37 50.47 W. Milton is filled through the Burlington O’Brian/Beebe Canals and the Platte Valley Canal. 3.11.3 Surface area: 1,792 acres at high water line 3.11.4 Storage height: 39.5 feet 3.11.5 Capacity: 26,773 acre-feet, dead storage is less than100 acre-feet 3.11.6 Owner of the reservoir: FRICO 3.12 Meeks Reservoir No. 1. 3.12.1 Legal description: Meeks Reservoir No. 1 is an off-channel reservoir located in the North ½ of Section 12, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 3.12.2 Location of dam: In the SW 14 of Section 12 approximately 3,233 feet south of the North line and 2.267 feet east of the West line of Section 12. Latitude 39 59 3.5N; Longitude 104 43 34.5 W. Meeks Reservoir No. 1 is filled through the Burlington O’Brian and Beebe Canals. 3.12.3 Surface area: 30 acres at high water line 3.12.4 Storage height: 3 feet

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3.12.5 Capacity: 90 acre-feet, 30 acre-feet dead storage 3.12.6 Owner of the reservoir: FRICO 3.13 Meeks Reservoir No. 2 3.13.1 Legal description: Meeks Reservoir No. 2 is an off-channel reservoir located in the North 1/2 of Section 12, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 3.13.2 Location of dam: approximately 975 feet south of the North line and 1,836 feet east of the West line of Section 12. Latitude 39 59 3.96 N; Longitude 104 43 34.21 W. Meeks Reservoir No. 2 is filled through the Burlington O’Brian and Beebe Canals. 3.13.3 Surface area: 46 acres at high water line 3.13.4 Storage height: 4 feet 3.13.5 Capacity: 184 acre-feet, 92 acre-feet dead storage 3.13.6 Owner of the reservoir: FRICO 3.14 Bowles Reservoir No. 1 3.14.1 Legal description: Bowles Reservoir No. 1 is an off-channel reservoir located upon parts of Sections 1 and 12, Township 1 South, Range 66 West and Sections 6 and 7, Township 1 South, Range 65 West of the 6th P.M., Adams County, Colorado 3.14.2 Location of dam: approximately 975 feet south of the North line and 1,836 feet east of the West line of Section 12. Latitude 39 59 3.96 N; Longitude 104 43 34.21 W. Bowles Reservoir No. 1 is filled through the Burlington O’Brian and Beebe Canals. 3.14.3 Surface area: 140 acres at high water line 3.14.4 Storage height: 10 feet 3.14.5 Capacity: 700 acre-feet, 70 acre-feet dead storage 3.14.6 Owner of the reservoir: FRICO 3.15 Bowles Reservoir No. 2 3.15.1 Legal description: Bowles Reservoir No. 2 is an off-channel reservoir located on parts of Section 1, Township 1 South, Range 66 West and Section 6, Township 1 South, Range 65 West of the 6th P.M., Adams County, Colorado 3.15.2 Location of dam: In the NW ¼ of Section 6 approximately 654 feet south of the North line and 1,404 feet east of the West line of Section 6. Latitude 39 59 55.69N; Longitude 104 42 32.40 W. Bowles Reservoir No. 2 is filled through the Burlington O’Brian and Beebe Canals. 3.15.3 Surface area: 75 acres at high water line 3.15.4 Storage height: 10 feet 3.15.5 Capacity: 750 acre-feet, 275 acre-feet dead storage 3.15.6 Owner of the reservoir: FRICO 3.16 United Gravel Pit (formerly referred to as the “Brannon Gravel Pit”) 3.16.1 United Gravel Pit (formerly referred to as the “Brannon Gravel Pit”) is an off- channel reservoir in the East ½ of Section 26, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado. As of the date of this Amendment, the United Gravel Pit has been fully lined and is undergoing storage approval testing with the office of the State Engineer. The existing storage capacity of the United Gravel Pit is approximately 1,500 AF. Upon completion the United Gravel Pit will have a capacity of approximately 4,000 AF as a non-jurisdictional reservoir and 8,000 AF as a jurisdictional reservoir if a 13 foot high embankment is constructed along the western side of the United Gravel Pit. 3.16.2 The United Gravel Pit is filled through the United Diversion Structure No. 3.

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3.16.3 The United Gravel Pit has been condominiumized; the storage capacity is defined as a limited common element. The Companies have a vested fee interest in 516 AF of the United Gravel Pit storage and the right to obtain 2,000 AF, aggregate, of the United Gravel Pit storage. The Town of Lochbuie and the Silver Peaks Municipal District are the other owners of storage capacity in the United Gravel Pit. 4 Application for a decreed right of exchange for the benefit of The South Adams Water and Sanitation District within the Burlington Canal/Barr Lake system. 4.1 The Companies and the City and County of Denver, acting by and through its Board of Water Commissioners (hereinafter "Denver"), are parties to a Settlement Agreement dated August 31, 1999 (hereinafter “Denver Agreement”). Pursuant to the Denver Agreement, the Companies are entitled to receive up to 5,000 acre-feet of reusable water (hereinafter "5K Water") for application to municipal purposes, directly or as a replacement source, including the right to fully consume or reuse the 5K Water to extinction, subject to the beneficial end use by a municipality in the Denver Metropolitan area approved by Denver and consistent with the terms and provisions of the water decrees owned by Denver. 4.2 The source of the 5K Water may be any fully consumable water available to Denver, including the water right claimed in Case No. 2001CW285 now pending in the Water Court, Division No. 1, State of Colorado. 4.3 By agreement between the Companies, FRICO has the right to receive the entire 5K Water for delivery to South Adams County Water and Sanitation District (“South Adams”) as a FRICO shareholder either directly or by exchange with the Companies’ decrees as provided herein. 4.4 Pursuant to an agreement between the FRICO and South Adams, South Adams has the right to receive up to 5,000 acre-feet of fully consumable water per annum directly or by exchange with the 5K Water as a Municipal Division shareholder of FRICO for municipal use within its service area, generally described as north of Sand Creek, east of the South Platte River, south of 120th Avenue, and west of Rocky Mountain Arsenal and Denver International Airport. 4.5 Name of structures and legal description of each point of diversion where 5K Water will be diverted: 4.5.1 Burlington Ditch (a/k/a Burlington O’Brian Canal) 4.5.2 Metro Pump Station 4.5.3 United Diversion Facility No. 3 4.5.4 Platte Valley Canal 4.6 Water rights that will be used for the exchange: Any of the Companies’ water rights diverted at the Burlington Ditch that are being diverted for delivery at or below Barr Lake, as described in paragraph 2. 4.7 Rate of exchange: 200 c.f.s. 4.8 Description of the proposed exchange: The Companies in their corporate capacities and acting as agent for South Adams, as a Municipal Division shareholder of FRICO, seek approval of the following exchange: 4.8.1 FRICO will divert up to 5,000 acre-feet annually of the 5K Water, directly or by exchange, at the structures identified in paragraph 4.5 for direct delivery to the Company’s shareholders or landowners or for storage in any of the reservoirs and storage locations identified in paragraph 3. 4.8.2 At times when water is physically and legally available for diversion at the Burlington Ditch on the water rights described in paragraph 2 of this Application which water is being delivered at or downstream of Barr Lake and as requested by South Adams, the Companies will deliver to South Adams an amount of water,

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not to exceed five thousand acre-feet (May 1 to April 30 as an accounting year), at a rate of up to 200 cubic feet of water per second, from a headgate on the bank of the Burlington O’Brian Canal (“South Adams Headgate”) at a location upstream of Barr Lake to be agreed upon between FRICO and South Adams. The water delivered to South Adams will be measured at a weir at the South Adams Headgate. FRICO will account for the water delivered to South Adams pursuant to this exchange as though such water was diverted to storage or for direct flow on the senior water right that was in priority at the time of the exchange. 4.8.3 FRICO will manage the water rights identified in paragraph 2 and the delivery of water to South Adams as provided in this paragraph so as to maintain the “exchange” account in or below Barr Lake. 4.8.4 In exchange for the water delivered to South Adams, FRICO will provide a substituted supply of water to FRICO or Burlington shareholders being the 5K water diverted for the benefit of the Companies’ shareholders as provided in paragraph 4.8.1. 4.8.5 Through such exchange the FRICO and Burlington shareholders will receive the same quantity of water in time and amount as they would have historically received notwithstanding the exchange that is the subject of this application, and all return flows will be maintained in the same manner and location as would have occurred in absence of this exchange. 4.8.6 Since the 5K Water that will be delivered for direct use or stored in the Companies reservoirs is fully consumable, the water delivered to South Adams pursuant to this exchange shall be deemed to be fully consumable by South Adams at the point of delivery to South Adams from the Burlington O’Brian Canal. The 5K Water that is provided to the FRICO and Burlington shareholders in exchange for the water delivered to South Adams shall not be treated as fully consumable water but shall have the same character for use by the FRICO or Burlington shareholders as water diverted on the water right that was in priority at the time of the delivery of such water to South Adams. Under such operation the return flows from the 5K water delivered to the shareholders will maintain the historic regimen attributable to the use of the shareholders’ water. 4.8.7 Although the water delivered to South Adams will be fully consumable, and may be used and reused to extinction, any successive use, credit for return flows, or other plan for reclaiming the water delivered to South Adams pursuant to this exchange following the initial use of the water by South Adams shall be the subject of a separate application by South Adams. 4.8.8 In addition to water delivered to South Adams pursuant to this exchange, water can be delivered to South Adams directly from the Denver decree pending in Case No. 2001CW285. In such case, the South Adams’ entitlement to water as a municipal shareholder of FRICO will be satisfied directly from the water diverted under the decree in Case No. 2001CW285 and no exchange with the Company decrees would be engaged to such extent. 4.8.9 In the event that not all of the 5K Water is ultimately used by South Adams directly or by exchange in accord with the agreement between the Companies and South Adams, the Companies retain the right to seek other uses for the 5K Water consistent with the terms and provisions of the Denver Agreement and terms and conditions limiting the use of water by Denver as set forth in Denver’s decrees. 4.9 While the exchange that is set forth in paragraph 4 of this application does not involve the exchange of water on any reach of the South Platte River or its tributaries, FRICO claims an appropriation date of December 5, 2001 for the exchange set forth in this paragraph 4. The manner in which the exchange was initiated was by action of the Board of Directors

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of the Companies and entering into the exchange agreement with the South Adams Water and Sanitation District. 5. Application for decreed right(s) of exchange on the South Platte River 5.1 FRICO, as operator of the Burlington O’Brian Canal, seeks the stream exchange set forth in this paragraph 5. 5.2 Pursuant to the terms of the Denver Agreement, Denver shall deliver 2,000 AF of the 5K Water at or above the Metro Pump Station. The remainder of the 5K Water may be delivered to the Companies at any point above the Henderson Gage on the South Platte River. 5.3 To provide for the diversion of the 5K water into the Company structures for delivery to the shareholders at and below Barr Lake as provided in paragraph 4 of this application, this stream exchange on the mainstem of the South Platte River is requested. 5.4 The stream exchange(s) that are requested pursuant to this paragraph 5 are as follows: 5.4.1 Henderson Gage to Burlington Canal Exchange. 5.4.1.1.1 The 5K water that is to be delivered to the Companies pursuant to the Denver Agreement will be discharged into the South Platte River at the Metro Pump Station or from the discharge of reclaimable water from any Denver storage reservoir at or above the Henderson Gage on the South Platte River, a gage situate in Section 34, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado, approximately 2,539 feet south of the North line and 3,982 feet east of the West line of said Section 34. Latitude: 39 55 18.67N; Longitude 104 52 10.60 W. 5.4.1.1.2 Exchange reach: The Burlington O’Brian headgate on the South Platte River as described in paragraph 3.1 of this application and the Henderson Gage as described in paragraph 5.4.1, above. 5.4.1.1.3 Rate of exchange: 150 c.f.s. 5.4.1.1.4 Date of Appropriation: December 5, 2001. 5.4.1.1.5 How the exchange was initiated: The manner in which the exchange was initiated was by action of the Board of Directors of the Companies and entering into the exchange agreement with the South Adams Water and Sanitation District. 5.4.1.1.6 Description of the exchange: At times when 5K Water is delivered to the South Platte River at points downstream from the Burlington Ditch headgate and above the Henderson Gage, and water is available at the Burlington Ditch, FRICO may allow the 5K water to become part of the flow of the South Platte River and will simultaneously divert an equivalent amount of water at the Burlington Ditch. 5.4.2 Platte Valley Canal to Burlington O’Brian headgate (including the United Diversion Facility No. 3 as a diversion within the overall exchange reach). 5.4.2.1.1 The 5K water that is to be delivered to the Companies pursuant to the Denver Agreement will be discharged to the South Platte River at or above the Henderson Gage. FRICO may use the South Platte River mainstem, subject to appropriate accounting approved by the State Engineer, to take such water to the headgate of the Platte Valley Canal and divert such water to Milton Lake, where such water can be delivered to the Milton Lake shareholders or held in an account in Milton Lake for allocation to the FRICO shareholders in the Milton Lake division.

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5.4.2.1.2 Exchange reach: The headgate of the Platte Valley Canal to the headgate of the Burlington O’Brian Canal (including in such reach the United Diversion Facility No. 3) as described in paragraph 3 of this application. 5.4.2.1.3 Rate of exchange: 150 c.f.s. 5.4.2.1.4 Date of Appropriation: December 5, 2001. 5.4.2.1.5 How the exchange was initiated: The manner in which the exchange was initiated was by action of the Board of Directors of the Companies and entering into the exchange agreement with the South Adams Water and Sanitation District. 5.4.2.1.6 Description of the exchange: 5K water that is discharged into the South Platte River by Denver will be re-diverted at the Platte Valley Canal headgate and delivered to the Milton Lake shareholders on a direct flow basis or held in an account in Milton Lake for subsequent allocation to the Milton Lake shareholders. 5.4.2.1.7 Simultaneously with delivery of 5K water to the Milton Lake system, or subsequent to the delivery of 5K water to the benefit of the Milton Lake system, an equivalent amount of water that is legally and physically available to the Milton Lake decree can be diverted into the Burlington O’Brian Canal or the United Diversion Facility No. 3 and delivered to the Barr Lake shareholders to replace the Burlington/Barr Lake decree water that has been or is to be delivered to South Adams pursuant to the South Adams Agreement. Under such circumstance, the 5K water that has been diverted for the benefit of the Milton Lake system will be credited against the Milton Lake decree water that is diverted into the Burlington O’Brian system or the United Diversion Facility No. 3. 5.4.2.1.8 The Milton Lake decree was originally decreed for diversion at the Burlington O’Brian headgate as well as the Platte Valley Canal headgate and has been operated in that fashion as a matter of FRICO operations over the past century. Diversion of the Milton Lake decree at the Burlington O’Brian Canal headgate or the United Diversion Facility No. 3 will not change the regimen of the stream and will not result in any additional call or impact to other appropriators on the South Platte River. 6. Application to confirm an existing “in ditch” exchange. 6.1 Applicants: FRICO and Henrylyn. 6.2 The Companies share in the use and capacity of the Burlington O’Brian Canal from its headgate to Barr Lake and have numerous overlapping decrees for water rights for both direct flow and storage. 6.3 To address safety and operational problems particularly during winter and early spring, the Companies entered into an Agreement dated July 1, 1921 (“1921 Agreement”), which agreement remains in full force and effect. 6.4 The Companies have operated under the 1921 Agreement for more than 80 years, although the operation under the provisions of the Agreement has not previously been adjudicated. 6.5 The 1921 Agreement provides for an exchange of water storage rights between Henrylyn and FRICO such that the overall system can be operated more efficiently and freezing and operational problems addressed. 6.6 The water exchanged under the 1921 Agreement is that which is diverted under the following decreed storage rights:

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6.6.1 First Enlargement of Barr Lake. 6.6.1.1 A. Adjudication date: November 12, 1924, Case No. 54658 District Court in and for the City and County of Denver. B. Decreed point of diversion: Burlington O’Brian Canal. Decreed place of storage: Barr Lake. Name and capacity of ditch used to fill the reservoir: Burlington O’Brian Canal, 1,000 cfs. C. Source: South Platte. D. Appropriation date: January 13, 1909. Amount: the right to fill and refill to a depth of 34 feet above the base of the Beebe outlet tube as of the same date. E. Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 6.6.2 Prospect Reservoir 6.6.2.1 A. Adjudication Date: November 12, 1924; Case No. 54658; Court: District Court in and for the City and County of Denver; B. Decreed point of diversion: Burlington O’Brian Canal. Decreed place of storage: Prospect Reservoir. Name and capacity of ditch or ditches used to fill the reservoir: Burlington O’Brian Canal, Capacity 900 c.f.s. and the Denver-Hudson Canal, Capacity 300 c.f.s. C. Source: South Platte River and tributaries thereto, including First, Second and Third Creek; D. Appropriation Date: November 21, 1910. Amount: 300 c.f.s. for the storage of 5,970 acre-feet in Prospect Reservoir. E. Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 6.6.3 Horsecreek Reservoir 6.6.3.1 A. Adjudication Date: November 12, 1924; Case No. 54658; Court: District Court in and for the City and County of Denver. B. Decreed point of diversion: Burlington O’Brian Canal. Decreed place of storage: Horsecreek Reservoir. Name and capacity of ditch or ditches used to fill the reservoir: Burlington O’Brian Canal, Capacity 900 c.f.s., and the Denver-Hudson Canal, Capacity 300 c.f.s.]. C. Source: South Platte River and tributaries thereto, including First, Second and Third Creek. D. Appropriation Date: March 17, 1911 for the storage of 12,000 acre-feet in the Horsecreek Reservoir, with the right to fill and refill to the full capacity of said reservoir as of the same date. E. Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 6.7 The exchange in the 1921 Agreement for which approval is sought in this section of the Application is the exchange of the Henrylyn storage priorities for Horsecreek Reservoir and Prospect Reservoir identified above as a substitute supply for diversion of a portion of the 1909 FRICO Barr Lake First Enlargement storage right to the Henrylyn system and the exchange of the 1909 FRICO Barr Lake First Enlargement storage priority as a substitute supply for diversion of a portion of the Henrylyn storage priorities to FRICO Barr Lake First Enlargement. By implementing the accounting set forth in this application, there will be no change in the regimen of the South Platte River and no vested water rights of any appropriator will be adversely affected: 6.7.1 The beginning date for filling the Oasis Reservoir decree (Barr Lake), is October 1 as provided by the terms of the 1893 Oasis decree. The beginning date for filling Barr Lake First Enlargement, Horsecreek and Prospect Reservoirs is November 1, unless otherwise determined by the State Engineer. The 1885 storage right for Oasis Reservoir is first satisfied with all flows from the South Platte River and all such water is stored in the Oasis Reservoir (Barr Lake) as originally decreed. Historically, the 350 cfs Oasis decree diverts the entire South Platte River. If the Barr Lake First Enlargement decree or the Horsecreek or Prospect Reservoir decrees should be in priority and if water would be available

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at the Burlington O’Brian headgate, such water could be diverted on the relatively junior storage rights, but such is not a condition that is at all common. 6.7.2 After the 1885 storage right for Oasis Reservoir has been satisfied, water is diverted into the Burlington O’Brian Canal on the 1909 Barr Lake First Enlargement storage right and delivered to Barr Lake, Horsecreek Reservoir, or Prospect Reservoir until 23,000 acre-feet has been diverted and stored under the 1909 Barr Lake First Enlargement storage right. The delivery of the 1909 Barr Lake First Enlargement decree water to Henrylyn prior to the complete filling of Barr Lake addresses safety concerns for the “winter fill” at Barr Lake, and freezing and overtopping concerns with winter operation of the Denver Hudson Canal. When 23,000 acre-feet has been diverted and stored under the 1909 Barr Lake First Enlargement storage right, measured as set forth below, the 1909 Barr Lake First Enlargement storage right shall be deemed to be satisfied. The 23,000 acre-feet shall be measured at the weir at Barr Lake and the Denver Hudson Canal so long as such weir is capable of proper measurement. As such weir becomes submerged as Barr Lake reaches full storage, measurement of the 23,000 acre-feet will shift to the measuring weir upstream from the O’Brian/Denver Hudson Canal bifurcation at Barr Lake at approximately 120th Avenue. 6.7.3 Once the 1909 Barr Lake First Enlargement storage right is deemed satisfied, any remaining space in the Barr Lake First Enlargement, Horsecreed Reservoir or Prospect Reservoir will be filled in priority under the remaining more junior storage decrees for Horsecreek and Prospect Reservoirs. 6.7.4 The effect of the in system exchange is that to the extent that water diverted on the Barr Lake First Enlargement decree is stored in Horsecreek or Prospect Reservoir, Barr Lake will conclude its annual filling with the more junior Horsecreek or Prospect Reservoir decrees. While such deferred filling of the Barr Lake First Enlargement would otherwise not be acceptable to the more senior system (FRICO), the effect arises not from the exchange that is the subject of this application, but from the terms of the 1921 Agreement that the Companies concluded and have been operating under for more than 80 years. 6.7.5 Storage calls will be exercised in order from senior to junior decrees. Water diverted counts toward the annual fill of the calling storage right, even if that water is stored in a different reservoir. 6.7.6 FRICO has developed accounting procedures for the above operations that have been approved by the State Engineer. Such accounting is proposed to be implemented as part of the exchange set forth in this application. 6.7.7 Point of exchange: Bifurcation of the Burlington O’Brian Canal and Denver Hudson Canal at Barr Lake. 6.7.8 Appropriation date: July 1, 1921 6.7.9 How the exchange was initiated: Entering into agreement between FRICO, Burlington and Henrylyn on July 1, 1921 and by operating in accord with that agreement from that date forward. 7. Application for Alternate Points of Diversion and Alternate Places of Storage 7.1 In this Section of the application, the Companies, in their individual capacities, seek (1) to confirm the right to divert water originally decreed for diversion at the Burlington Ditch at the Metro Pump Station and (2) the United Diversion Facility No. 3 as an alternate point of diversion and (3) to store the Companies’ storage rights at alternate places of storage. 7.2 No change in place or type of use of the water rights is sought by this section of this Application. No change in point of diversion or place of storage is sought by this

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Application for any portion of water rights that have previously been changed in type or place of use or for which any application for change of point of diversion or type of use is pending by any shareholder of the Burlington Company or FRICO, expressly including any portion of the rights previously changed or pending change application filed by the City of Thornton, South Adams, or the City of Brighton. 7.3 The Companies have diverted the water originally decreed to the Burlington Ditch at the Metro Pump Station since approximately 1968 following the decision of the Colorado Supreme Court in Metropolitan Denver Sewage Disposal District No. 1 v. The Farmers Reservoir and Irrigation Company, 499 P.2d 1190 (Colo. 1972). The purpose of including the Metro Pump Station as an alternate point of diversion for the rights decreed for diversion at the Burlington Ditch in this application is to confirm the right of the Companies to divert the water rights originally decreed for diversions at the Burlington Ditch at the Metro Pump Station consistent with the decision of the Colorado Supreme Court in the Metro case, supra. 7.4 Applicant, decreed name of structures, information from previous decrees proposed changes, and name and address of owners of land on which structures are located: 7.4.1 Applicant: Burlington Company. 7.4.1.1 Decreed name of structures for which changes are sought: Burlington Ditch and Oasis Reservoir (Barr Lake). 7.4.1.2 From previous decrees: 7.4.1.2.1.1 Date entered: July 8, 1893; Case No. 11200; 7.4.1.2.1.2 Court: District Court in and for Arapahoe County; 7.4.1.2.1.3 Decreed point of diversion: Burlington Canal. 7.4.1.2.1.4 Decreed place of storage: Oasis Reservoir (Barr Lake); 7.4.1.2.1.5 Name and capacity of ditch used to fill the reservoir: Burlington O’Brian Canal, 1,000 cfs; 7.4.1.2.1.6 Source: South Platte River; 7.4.1.2.1.7 Appropriation Date: November 20, 1885, for both direct flow and storage; 7.4.1.2.1.8 Amount: 350 c.f.s. for direct flow and for the storage of 11,081 acre-feet in the Oasis Reservoir (Barr Lake); 7.4.1.2.1.9 Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 7.4.1.3 Proposed changes: Alternate points of diversion at: Metro Pump Station United Diversion Facility No. 3; Alternate place of storage in United Gravel Pit. 7.4.1.4 Name(s) and address(es) of owner(s) of land on which structure(s) is (are) located: Burlington Company is the owner of the land (or easements) and facilities on which the structures are located. 7.4.2 Applicant: FRICO. 7.4.2.1 Decreed name of structure for which changes are sought: Burlington O’Brian Canal. From previous decrees: 7.4.2.1.1 Date entered: November 12, 1924; 7.4.2.1.2 Case No. 54658; Court: District Court in and for the City and County of Denver; 7.4.2.1.3 Decreed point of diversion: Burlington Ditch;

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7.4.2.1.4 Source: South Platte River 7.4.2.1.5 Appropriation Date: March 9, 1908; 7.4.2.1.6 Amount: 600 c.f.s.; 7.4.2.1.7 Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 7.4.2.1.8 Proposed Changes: Alternate points of diversion at: Metro Pump Station, United Diversion Facility No. 3. Name and address of owner(s) of land on which structure(s) is (are) located: FRICO is the owner of the land (or easements) and facilities on which the structures are located. 7.4.3 Applicant: FRICO 7.4.3.1 Decreed name of structure for which changes are sought: First Enlargement of Barr Lake. 7.4.3.2 From previous decrees: 7.4.3.2.1 Date entered: November 12, 1924; 7.4.3.2.2 Case No. 54658; Court: District Court in and for the City and County of Denver; 7.4.3.2.3 Decreed point of diversion: Burlington O’Brian Canal; 7.4.3.2.4 Barr Lake 7.4.3.2.5 Name and capacity of ditch used to fill the reservoir: Burlington O’Brian Canal, 1,000 cfs 7.4.3.2.6 Source: South Platte River 7.4.3.2.7 Appropriation date: January 13, 1909; 7.4.3.2.8 Amount: the right to fill and refill to a depth of 34 feet above the base of the Beebe outlet tube as of the same date (34,000 AF); 7.4.3.2.9 Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 7.4.3.3 Proposed changes: Alternate points of diversion: Metro Pump Station, United Diversion Facility No. 3, Alternate place of storage: United Gravel Pit. 7.4.3.4 Name(s) and address(es) of owner(s) of land on which structure(s) is (are) located: FRICO is the owner of the land (or easements) and facilities on which the structures are located. 7.4.4 Applicant: Henrylyn. 7.4.4.1 Decreed name of structures for which changes are sought: Denver-Hudson Canal 7.4.4.2 From previous decrees: 7.4.4.2.1 Date entered: November 12, 1924; 7.4.4.2.2 Case No. 54658; Court: District Court in and for City and County of Denver; 7.4.4.2.3 Decreed point of diversion: Burlington O’Brian Canal; 7.4.4.2.4 Source: South Platte River; 7.4.4.2.5 Appropriation Date: November 28, 1907; 7.4.4.2.6 Amount: 300 c.f.s.; 7.4.4.2.7 Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 7.4.4.2.8 Proposed changes: Alternate points of diversion at: Metro Pump Station United Diversion Facility No. 3

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Name(s) and address(es) of owner(s) of land on which structure(s) is (are) located: : Henrylyn is the owner of the land (or easements) and facilities on which the structures are located. 7.4.5 Applicant: Henrylyn. 7.4.5.1 Decreed name of structure for which changes are sought: Prospect Reservoir. 7.4.5.2 From previous decrees: 7.4.5.2.1 Date entered: November 12, 1924; Case No. 54658; 7.4.5.2.2 Court: District Court in and for the City and County of Denver; 7.4.5.2.3 Decreed point of diversion Burlington O’Brian Canal 7.4.5.2.4 Name and capacity of ditch or ditches used to fill the reservoir: Burlington O’Brian Canal, Capacity 1,000 c.f.s. and the Denver- Hudson Canal, Capacity 300 c.f.s. 7.4.5.2.5 Source: South Platte River 7.4.5.2.6 Appropriation Date: November 21, 1910; Amount: 300 c.f.s. for the storage of 5,970 acre-feet in Prospect Reservoir; 7.4.5.2.7 Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 7.4.5.2.8 Proposed changes: Alternate points of diversion: Metro Pump Station, United Diversion Facility No. 3, Alternative place of storage: United Gravel Pit, Name(s) and address(es) of owner(s) of land on which structure(s) is (are) located: Henrylyn is the owner of the land (or easements) and facilities on which the structures are located. 7.4.6 Applicant: Henrylyn 7.4.6.1 Decreed name of structure for which changes are sought: Horsecreek Reservoir. 7.4.6.2 From previous decrees: 7.4.6.2.1 Date entered: November 12, 1924; 7.4.6.2.2 Case No. 54658; Court: District Court in and for the City and County of Denver; 7.4.6.2.3 Decreed point of diversion Burlington O’Brian Canal 7.4.6.2.4 Decreed place of storage: Horsecreek Reservoir 7.4.6.2.5 Name and capacity of ditch or ditches used to fill the reservoir: Burlington O’Brian Canal, Capacity 1,000 c.f.s., and the Denver- Hudson Canal, Capacity 300 c.f.s.; 7.4.6.2.6 Source: South Platte River 7.4.6.2.7 Historic Use: Domestic and irrigation use within Adams and Weld Counties, Colorado. 7.4.6.3 Proposed changes: Alternate points of diversion at: Metro Pump Station United Diversion Facility No. 3 Alternate place of storage: United Gravel Pit Name(s) and address(es) of owner(s) of land on which structure(s) is (are) located: : Henrylyn is the owner of the land (or easements) and facilities on which the structures are located. 7.5 Historic use: The area historically served by the rights that are the subject of this application include Townships: 1 South to 5 North , Ranges: 63 to 67 West of the 6th P.M. In Adams and Weld Counties, Colorado. A map of the area historically irrigated

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under the Companies’ systems that are included in this application is attached to this Amended Application as Exhibit A. The summary of diversion records for the Burlington-Barr Lake and the Milton Lake divisions is attached as Exhibit B. In addition, the daily diversion records of each of the decrees is attached in Compact Disk format to this amended application as Exhibit C. The daily diversion records are too voluminous to be printed as part of the resume publication. They have been made available to each Objector in the pending case and will be made available to any additional Objector who has not been provided with such records upon request. 7.6 Water diverted at the United Diversion Facility No. 3 as an alternate point of diversion will be delivered through the Beebe Pipeline to the Burlington O’Brian Canal at the Barr Lake/Denver Hudson bifurcation. From that location water will be delivered to Barr Lake or to the Denver Hudson Canal to maintain the delivery of water to the system and for the purposes for which such water is decreed. 7.7 The amount of water stored on each storage decree included in this application at the decreed locations of storage and at the alternate place of storage set forth in this application will not exceed the amount of water physically and legally available for storage on each of the decrees that are the subject of this section of the Application as originally decreed. 7.8 Real time diversion, storage, and delivery records will be maintained for all diversions and each place of storage such that the water rights may be administered and so that there will not be any expansion of use of the water rights that are the subject of this Application . 8. Application for Water Right for Direct Flow and for Storage 8.1 Applicant: FRICO. 8.2 Name of Right: FRICO Multi-Purpose Right No. 1. 8.2 Name of structure: Burlington Ditch, Metro Pump Station, United Diversion Facility No. 3. 8.3 Legal description of each point of diversion: 8.3.1 Burlington Ditch 8.3.2 Metro Pump Station 8.3.3 United Diversion Facility No. 3 8.3.4 Seepage and accretions to the Beebe Canal between Barr Lake and Milton Lake as described in paragraph 9, below. 8.4 Source: South Platte River and seepage and accretions to the Beebe Canal between Barr Lake and Milton Lake in Adams and Weld County, Colorado, at or above Milton Lake.. 8.5 Date of initiation of appropriation: May 30, 2002. 8.6 Appropriation initiated by: Approval of the plan to appropriate the Multi-Purpose Right No. 1 by the Board of Directors of FRICO and the filing of this Application. As initially filed, the method of appropriation for delivery to the United Gravel Pit and Beebe Pipeline was to be through a series of shallow alluvial wells. As part of this Amendment, FRICO has obtained an interest in the United Diversion Facility No. 3 and has deleted the alluvial wells as the means of diversion. FRICO seeks to maintain the same appropriation date for the United Diversion Facility No. 3. If such appropriation date is determined not to be available for the United Diversion Facility No. 3, then FRICO claims an appropriation date for this structure as April 1, 2004 by virtue of entering an agreement with the Silver Peaks Metropolitan District for the acquisition of diversion rights through the United Diversion Facility No. 3 and the initiation of construction of the diversion facility on site. 8.7 Date water was applied to beneficial use: not applicable. 8.8 Amount claimed: 15,000 acre-feet annually, conditional, for direct flow and for storage. Rate of flow:

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Burlington Ditch: 900 c.f.s. Beebe Canal and seepage in Beebe Draw: 200 c.f.s. Metro Pumping Plant: 105 c.f.s. Platte Valley Canal (Evans #2): 500 c.f.s. United Diversion Facility #3: 500 c.f.s. 8.9 Place of storage: Space available storage in the storage structures identified in paragraph 3 above and the Beebe Draw alluvium. 8.10 Proposed Use: 8.10.1 The water that is diverted on the FRICO Multi Purpose Right No. 1 will be delivered to FRICO shareholders by direct flow or by storage and subsequent release for beneficial use for all decreed purposes. The water diverted on the FRICO Multi Purpose Right No. 1 is also to be the source of water for the FRICO Conjunctive Use Project described in paragraph 9 of this Application. The water will be used for: municipal use, industrial, commercial, manufacturing, uses including augmentation, replacement, domestic, lake evaporation, storage, fire, sewerage, recreation, piscatorial, irrigation and livestock uses. Applicant for the benefit of its shareholders seeks the right to use such water by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. 8.10.2 FRICO is a water short system. FRICO shareholders include farmers and ranchers that are able to use the existing decrees of the Company as decreed. FRICO also has several municipal shareholders that are not able to use the water allocated to their shares for municipal purposes absent a change of water right decree. The Multi Purpose Right No. 1 will permit FRICO to allocate water among its shareholders for use for decreed purposes, thus benefiting all shareholders within the FRICO system, and will provide for increased water yield through drought and below average water years, during which FRICO shareholders have historically not had a sufficient water supply to provide for their existing and continuing beneficial uses. 8.10.3 The existing FRICO service area extends across more than 3,000 square miles along the Colorado front range. The water rights claimed in this section of the Application may be used throughout the existing FRICO service area, the area adjudicated for use within the FRICO Augmentation Plan, 84CW090, Water Court, Water Division No. 1, State of Colorado, and such further areas as are integrated into the FRICO service area in the future. A map of the FRICO service area is attached to this Amended Application as Exhibit A. 9. Application for Conjunctive Use Project. 9.1 Applicant: FRICO. 9.2 Name of Right: FRICO Conjunctive Use Decree No. 1 9.3 Name of structures through which the conjunctive use project is to be diverted: The structures identified in paragraph 8.8, above. In addition to the specific description of the structures specified in paragraph 8.8 as more particularly described in paragraph 3, above, the Beebe Canal is a canal that extends from Barr Lake in Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado approximately 480 feet south of the North line and 836 feet east of the West line of said Section 23. Latitude 39 57 23.99 N; Longitude 104 44 54.84. From its beginning, the Beebe Canal extends in a northeasterly direction, terminating in Milton Lake near the center of Section 22, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. Seepage and return flows accrete to the Beebe Canal throughout its traverse from Barr Lake to Milton Lake as described above. The entire length of the Beebe Canal is a “point

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of diversion” for the purpose of the Conjunctive Use Project. 9.4 Date of initiation of appropriation: May 20, 2002. How appropriation was initiated: Approval of the Conjunctive Use Project by the Board of Directors of FRICO and Burlington and the filing of this Application. Date water was applied to beneficial use: not applicable. 9.5 Amount claimed: as set forth in paragraph 8.8, above. 9.6 Proposed Use: as set forth in paragraph 8.9.1, above. 9.7 Source: as set forth in paragraph 8.4 above. 9.8 Consistent with the principles set forth by the Colorado Supreme Court in Board of County Commissioners of the County of Park v. Park County’s Sportsmen’s Ranch, 45 P.3d 693 (Colo. 2002), FRICO claims the following conjunctive use project. 9.9 Description of the Conjunctive Use Project: 9.9.1 The alluvium of the Beebe Draw is a large, shallow and highly transmissive aquifer located in sections: T 1 S, R 66 W: Sections 1, 2, 11, 12, 13, 14, 15, 23, 24 T 1 S, R 65 W: Sections 5, 6, 7, 8, 18 T 1 N, R 66 W: Sections 1, 12, 13, 24, 25, 36, 35 T 1 N, R 65 W: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 28, 29, 30, 31, 32 T 2 N, R 66 W: Sections 1, 11, 12, 13, 24, 25, 36 T 2 N, R 65 W: Sections 1-36 inclusive T 3 N, R 66 W: Sections 12, 13, 24, 25, 26, 35, 36 T 3N, R 65 W: (south of Milton Lake) Sections 19-24, 25-30, 31-36, Adams and Weld Counties, Colorado. 9.9.2 The Beebe Canal owned and operated by FRICO transits the length of the Beebe Draw from Barr Lake to Milton Reservoir all as shown on the map attached hereto. 9.9.3 Since its construction at the turn of the century, the Beebe Canal has eroded through the Beebe Draw alluvial aquifer to an extent that it in substantial part now has eroded to the underlying impervious clay or bedrock and acts as the drainage sump for the Beebe Draw alluvium. By constructing check dams located along the Beebe Canal, the alluvium of the Beebe Draw may be recharged and managed as an alluvial storage reservoir. 9.9.4 The maximum height of the check dams in the Beebe Canal will be approximately 30 feet. The height of any specific check dam will vary depending upon the depth of the bedrock to the adjacent land surface elevation. 9.9.5 Check dams will be located in the Beebe Canal along the length of the canal at approximately each six feet (6.0’) of elevation difference along the Beebe Canal between Barr Lake and Milton. The surface elevation of the Beebe Canal at the outlet of Barr Lake is approximately 5,098 feet. The surface elevation of the Beebe Canal at the inlet of Milton Lake is approximately 4,809 feet. 9.9.6 More particularized locations along the Beebe Canal are: A series of dams located at and between the intersection of the Beebe Canal and Weld County Roads 4 and 30. The intersection of the Beebe Canal and WCR 4 is 040 00 54.65 N; 104 42 17.32 W. The intersection of the Beebe Canal and WCR 30 is 040 12 13.18N, 104 38 57.65W. Using six foot surface elevation differences as the basis for check dam locations the dams will be located in Weld County at approximately: 040 01 19.74N; 104 41 56.84W; 040 01 26.44N; 104 41 51.70W; 040 01 34.63N; 104 41 44.96W;

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040 01 34.39N; 104 41 44.55W; 040 01 43.32N; 104 41 38.85W; 040 02 2.19N; 104 41 28.58W; 040 02 16.09N; 104 41 13.48W; 040 02 27.02N; 104 40 59.66W; 040 02 38.93N; 104 40 51.62W; 040 03 7.98N; 104 40 34.59W; 040 03 18.59N; 104 40 24.28W; 040 03 46.64N; 104 40 15.29W; 040 03 59.76N; 104 40 10.15W; 040 04 14.15N; 104 40 5.65W; 040 04 32.01N; 104 40 0.51W; 040 04 55.08N; 104 39 59.55W; 040 05 20.38N; 104 39 59.23W; 040 06 18.41N; 104 40 1.48 W; 040 06 55.14N; 104 39 46.03W; 040 07 24.41N; 104 39 50.54W; 040 07 45.50N; 104 39 27.36W; 040 08 25.44 N; 104 38 59.34; 040 08 36.36N; 104 38 59.02W; 040 09 19.03N; 104 38 57.72W; 040 09 42.85N; 104 38 58.36W; 040 10 5.67N; 104 38 58.35W; 040 10 42.88N; 104 38 57.63W; 040 11 2.48N; 104 38 57.63W; 040 11 28.77N; 104 38 56.98W; 040 11 47.13N; 104 38 57.29W; 040 12 19.63N; 104 38 56.96W; Each check dam will be located across the Beebe Canal, a distance of 100 feet or less and extending into the canal banks for such additional distance as is required for structural and operational integrity. The location of the check dams set forth above are the points of diversion and storage for the FRICO Conjunctive Use Project. The place of storage is the Beebe Draw alluvium. 9.9.7 Through control of the elevation of water behind the check dams in the Beebe Canal, the water table elevation of the Beebe Draw adjacent to the Canal can be managed and controlled. Pizometers, weirs and such other devices and structures as may be required for proper administration will be located adjacent to the Beebe Canal as required to quantify and manage the amount of water that has been placed into the aquifer from artificial recharge. 9.9.8 The water that is charged into the Beebe Draw aquifer may be withdrawn for use by lowering the level of the water stored behind the check dams, thus providing for the discharge of water from the adjacent alluvial storage or by wells located along the Beebe Canal between Barr Lake and Milton Reservoir. Well permit applications consistent with this Application will be requested at the time of construction. 9.9.9 Name and owner of land on which the point of diversion and all structures involved in the Conjunctive Use Project are located: FRICO is the fee owner or owner of easements or contract rights of use for all real property required to implement and operate the Conjunctive Use Plan.

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03CW416 A&W WATER SERVICE, INC., P.O. Box 887, Fort Lupton, CO 80621 (Kelly J. Custer, Lind, Lawrence & Ottenhoff, 1011 11th Avenue, Greeley, CO 80631) AMENDED APPLICATION FOR WATER RIGHT IN WELD COUNTY. The Application for Underground Water Right filed with the Court on December 9, 2003, is hereby amended to correct the legal description of the well as follows: 3. Legal description of well: In the NE¼ of the SE¼, Section 1, Township 1 North, Range 67 West, 6th P.M., 2150 feet from the South section line, and 620 feet from the East section line, Weld County, Colorado. Except as amended herein, the application remains as originally filed and published.

THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED.

YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of NOVEMBER 2004 (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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