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To Whom It May Concern: Effective April 1, 2004, Lauris Laue is the Probate Registrar and Dee Buettner is the Water Clerk. Lauris previously held both positions. She’s decided she’d like a life! Fortunately, she will be staying in the office, so her experience and great attitude will still be available as a resource to all of us. There are a few things that you can do to facilitate the processing of your Water Court cases. Below is a short list:

1) If a case covers more than one county, please name the appropriate county with each legal description in

your application.

2) When submitting an application, please put all legal descriptions into the standard format shown on the applications found at www.courts.state.co.us. This is the format we must enter into the database.

3) When submitting a proposed ruling, order, decree, or resume input by LexisNexis, please submit it in Word. We can access your original document and change the data if needed. We cannot change the pdf file.

4) When submitting a proposed ruling, order, decree or resume input by paper, please include a disk with the document in Word OR email it as an attachment to dee.buettner@judicial.state.co.us the same day. Please reference the case number (or applicant’s name for resume input) in the subject line.

5) Submit all resume input by the last day of the month or when you file the application, whichever is sooner.

6) Please remove all headers and footers from resume input.

7) If the filing is for due diligence, always reference the previous case on the first page of the diligence application.

8) If you’d like to know the case number and date we received a paper application, please enclose an extra front page only and a self-addressed stamped envelope. We’ll stamp the front page and return it to you.

9) If Landowner Notices need to be sent, please put the information into a label-ready format, either within the application or on a separate sheet of paper. Cutting down on retyping lessens the error rate and improves processing speed. Submitting the envelopes with the label typed and on the envelope is very much appreciated. The Clerk Appreciation Prize (smiles) goes to those of you that submit the copies with the addressed envelopes!

19th Judicial District Water Div. 1

P.O. Box 2038 Greeley, CO 80632

(970) 351-7300, ext. 4550 Dee.Buettner@judicial.state.co.us

Diane (Dee) L. Buettner Water Clerk

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DISTRICT COURT, WATER DIVISION 1, COLORADO MARCH 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 March, 2004 for each County affected. 2004CW36 Gerald M. & Janis K. Rodriguez, 3106 Raleigh St, Denver, CO 80212. Application for Underground Water Rights, IN PARK COUNTY. Rodriguez Well - Permit #057412-F, 112 Apache Trail, aka Indian Mountain Filing 5, Lot 79, located in the SW1/4 NE1/4 S21 T9N, R75W of the 6th P.M., 2375’ from N section line and 1615’ from E section line. Source: Groundwater Depth: 460’ Appropriation: 5/31/1973 Amount claimed: 1.5 gpm Use: Household (3 pages + 4 attachments) 04CW37 Alan M. Johnson & Judy A. Zanatell, 26365 Wilkerson Rd, Conifer, CO 80433. Application for Underground Water Rights, IN JEFFERSON COUNTY. Maxfield Well - Permit #4547-A, 26365 Wilkerson Road, Conifer, aka Aspen Park Filing 45 Lots 1, 2, 3 & 11, located in the SE1/4 NE1/4 S11 T6S, R71W of the 6th P.M., 1975’ from N section line and 1075’ from E section line. Source: Groundwater Depth: 582’ Appropriation: 9/22/1959 Amount claimed: 2.0 gpm Use: Household (3 pages) 2004CW38 Linda K. Grose, PO Box 927, Conifer, CO 80433. Application for Underground Water Rights, IN JEFFERSON COUNTY. Grose Well - Permit #9357, 26338 Pressler St., Conifer, aka Aspen Park Unit 4 Block 45 Lots 12 & 13, located in the SE1/4 NE1/4 S11 T6S, R71W of the 6th P.M., 1950’ from N section line and 1000’ from E section line. Source: Groundwater Depth: 95’ Appropriation: 8/2/1961 Amount claimed: 3.06 gpm Use: Household, up to 1000 square feet for garden (3 pages + 4 attachments) 04CW39 Robert W. & Shirley M. Henke, 2550 South Vrain St, Denver, CO 80212. Application for Underground Water Rights, IN JEFFERSON COUNTY. Henke Well - Permit #194677, located in the SW1/4 SE1/4 S3 T7S, R70W of the 6th P.M., 800’ from S section line and 2200’ from E section line. Source: Spring Depth: 10’ Appropriation: 1928 Amount claimed: 14 gpm Use: Household (3), irrigation of .25 acre, fire protection, watering of domestic animals and poultry (3 pages) 2004CW40 (97CW066; W-7484) City Of Arvada, 8101 Ralston Road, Arvada, CO 80002, (720) 898-7766, c/o Steven P. Jeffers, Madoline E.S. Wallace, Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900, Application for Finding of Reasonable Diligence IN JEFFERSON COUNTY. 2. Name of structure: Arvada Reservoir, formerly known as Blunn Lake. 3. Describe conditional water right (as to each structure) from Referee’s Ruling and Decree (include a map): A) Date of original decree, case no. and court: The original decree was entered in Case No. W-7484-73, District Court, Water Division 1, on April 18, 1977. Diligence decrees were entered in Case No. 81CW108 on June 24, 1985, and in Case No. 85CW085 on June 29, 1988. In Case No 89CW035, decree entered on January 17, 1991, the Court confirmed that 3,964 acre feet had been made absolute, and found diligence on the remaining conditional amount. In Case No. 97CW066, decree entered on March 26, 1998, the Court confirmed that an additional 1,498 acre-feet had been made absolute and found diligence on the remaining conditional amount. B) Legal Description: The centerline of the dam of said

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reservoir is described as follows: Commencing at the NE Corner of Section 3, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, Colorado; thence at an angle to the right of 17°34’59” from the East line of said Section 3, a distance of 200.75 feet to the True Point of Beginning. Thence at a deflection angle to the right of 4°52’48”, a distance of 1683.374 feet to a point of curvature; thence along a curve to the right, having a radius of 2585.813 feet, and a delta of 26°07’37”, a distance of 1179.134 feet to point of tangency; thence along the tangent of the before-described curve, a distance of 819.242 feet to the point of ending. C) Source: Ralston Creek and Clear Creek, which are tributaries of the South Platte River. D) Appropriation: i.)Date: October 23, 1959. ii.) Amount: 1,838 acre feet, conditional. 5,462 acre feet has previously been made absolute. E) Uses: Municipal, irrigation, recreation, and other beneficial uses. 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: During the subject diligence period, Applicant conducted the following work at a cost in excess of $1.8 million: A) Conducted a comprehensive engineering inspection of Arvada Reservoir, its outlet gates and structure at a cost of $7,500. B) Designed and constructed Arvada’s Church Ditch Pump Station and pipeline to deliver to Arvada Reservoir a portion of the water that is a source of the subject conditional water right at a cost of approximately $1,500,000. C) Conducted engineering studies of an enlargement of Arvada Reservoir at a cost of approximately $300,000. D) Adjudicated water court cases including Case No. 2000CW235 for a change of water rights associated with Arvada’s FRICO shares; Case No. 2001CW030 for diligence on the conditional water right for Arvada Reservoir/Tucker Lake Exchange; and Case No. 2002CW012 for diligence on the conditional water right for Blunn Lake Reservoir – Seepage Control System. E) Opposed numerous water court cases filed by others to protect from injury Applicant’s water rights, including the subject conditional water right, and incurred legal and engineering expenses in defense of this water right. 5. If a claim to make absolute, water applied to beneficial use: No portion of this conditional water right is being claimed absolute in this application. 6. Name(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: The structure is located on land owned by the Applicant, City of Arvada. 04CW41 Ri R. & Laura A. Armstrong, 86 Coolidge St, Aurora Denver, CO 80018. Application for Underground Water Rights, IN ARAPAHOE COUNTY. Armstrong Well - Permit #180372, 86 Coolidge St., Aurora, aka Thunderbird Estates Filing 3 Lot 1, located in the NE1/4 SW1/4 S7 T4S, R65W of the 6th P.M., 2500’ from S section line and 2100’ from W section line. Source: Upper Araphoe aquifer Depth: 1050’ Appropriation: 8/4/1994 Amount claimed: 15 gpm Use: Irrigation of one acre plus watering livestock and poultry. (3 pages) 04CW42 PLUM CREEK RIDGE, LLC, 9400 E. Maplewood Ave., Suite 17, Englewood, Colorado 80111, (303) 771-2700, DAVID L. ANDERSON AND JOAN KAY ANDERSON, 67 S. Lake Gulch Road, Castle Rock, Colorado 80104, (303) 419-3705 AND THE TOWN OF CASTLE ROCK, 100 Wilcox Street, Castle Rock, Colorado 80104, (303) 660-1015. Application for Adjudication of Nontributary and Not-Nontributary Denver Basin Groundwater Rights IN DOUGLAS COUNTY. 2. Claim to Groundwater in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers. Applicant, Plum Creek Ridge, LLC, is the owner of three contiguous tracts of land totaling approximately 21.315 acres and holds an option to purchase a fourth contiguous tract of approximately 4.964 acres currently owned by Applicants David L. Anderson and Joan Kay Anderson (the “Andersons”) all described in paragraph 7 below (the “Property”). The Property is the subject of an annexation petition into the boundaries of the Co-Applicant, Town of Castle Rock. Through this application, Applicants Plum Creek Ridge, LLC, and the Andersons’ claim all of the groundwater in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers underlying the Property. Co-Applicant Town

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of Castle Rock participates herein pursuant to Section 4.04.070(c) of the Castle Rock Municipal Code. 3. Wells and Well Permits. Applicants will apply to the State Engineer for well permits prior to construction of wells to withdraw the groundwater adjudicated herein. Applicants will locate a sufficient number of wells on the property to withdraw all groundwater in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers underlying the Property. The wells may be constructed at any location on the Property subject to the State Engineer’s rules and regulations and C.R.S. § 37-90-137(4). Applicants may establish a well field for the production of groundwater that is the subject of this application and shall be entitled to well permits for additional wells pursuant to C.R.S. § 37-90-137(10). 4. Total Amount of Water Claimed. Applicants seek a decree adjudicating the right to all unappropriated water underlying the Property in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers. The following estimated average annual amounts of withdrawal from the subject aquifers are based upon the Denver Basin Rules, 2 CCR 402-6: Upper Dawson Aquifer: 10.51 acre-feet (20% specific yield, 200 feet average saturated thickness); Lower Dawson Aquifer: 4.60 acre-feet (20% specific yield, 87.5 feet average saturated thickness); Denver Aquifer: 14.52 acre-feet (17% specific yield, 325 feet average saturated thickness); Arapahoe Aquifer: 15.10 acre-feet (17% specific yield, 337.5 feet average saturated thickness);Laramie-Fox Hills Aquifer: 5.91 acre-feet (15% specific yield, 150 feet average saturated thickness). Applicants request that the decree entered herein provide that the annual amounts of withdrawal be adjusted to conform to actual local aquifer characteristics when adequate information is obtained from well drilling or test holes. Applicants claim all nontributary and not-nontributary groundwater underlying the Property and request the right to revise the estimated amount of water from the subject aquifers upward or downward based upon better or updated data without the necessity of amending this application or republishing it. Applicants request confirmation of their ability to withdraw the groundwater through wells to be constructed in the future in excess of the average annual amount decreed so long as the sum of withdrawals from the aquifer does not exceed the product of the total number of years since the date of issuance of a well permit or of the decree in this matter, whichever occurs first, and the amount of average annual withdrawal. Applicants will supplement this application with evidence that the State Engineer has issued or failed to issue, within four months of the filing of this application, his determination as to the facts of this application. 5. Nature of the Groundwater. Applicants assert that the groundwater that is the subject of this Application contained within the Upper Dawson Aquifer is not-nontributary in nature, in accordance with C.R.S. § 37-90-130(10.7) and that the groundwater that is the subject of this application in the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers is nontributary as defined in C.R.S. § 37-90-103(10.5). Groundwater from the Not-Nontributary Upper Dawson Aquifer will not be withdrawn or used until a plan for augmentation for the use of the same is approved by the Court pursuant to C.R.S. § 37-90-137(9)(c.5). Further, in order to assure that no vested water rights are materially affected by withdrawals of the groundwater in the Lower Dawson, Denver, Arapahoe or Laramie-Fox Hills Aquifers, Applicants will consume no more than 98% of the water withdrawn annually from those aquifers. 6.Use of Water. Water withdrawn from the subject aquifers will be used for beneficial purposes on or off of the Property including, without limitation, municipal in Co-Applicant’s municipal water supply system, domestic, irrigation, fire protection, recreation, fish and wildlife, aesthetics, livestock watering, and dust control. Applicants claim the right to recapture, reuse, and successively use and after use, to lease, sell, or otherwise dispose of the groundwater that is the subject of this Application subject, however, to the obligation to adjudicate a plan for augmentation prior to withdrawal or use of any groundwater from the Not-Nontributary Upper Dawson Aquifer and to operate in accordance with said Plan, and to the obligation to consume no more than 98% of the water withdrawn from the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers. The groundwater that is the subject of this Application will be produced for immediate application to beneficial use; as well as for storage and subsequent application for beneficial use; for exchange

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purposes; for replacement of depletions; and for any other augmentation purpose. 7.Overlying Land. A. Legal Description: The Property comprises four contiguous tracts of land in the NW¼ of Section 13, Township 8 South, Range 67 West of the 6th Principal Meridian, Douglas County, Colorado, described as follows: Tract 1: Commencing at the Southwest Corner of the Northwest Quarter of the Northwest Quarter of Section 13, Township 8 South, Range 67 West of the 6th Principal Meridian in Douglas County, Colorado: Thence South 89 degrees 02 minutes 15 seconds East 425.0 feet to the true point of beginning; thence North 36 degrees 55 minutes 19 seconds East 755.39 feet; thence North 65 degrees 42 minutes East 27.31 feet; thence South 36 degrees 55 minutes 19 seconds West 229.03 feet; thence South 54 degrees 14 minutes 09 seconds East 765.03 feet to the South line of the Northwest Quarter of the Northwest Quarter of said Section 13; thence North 89 degrees 02 minutes 15 seconds West along said South line 963.82 feet to the point of beginning. Tract 2: Commencing at the Northwest Corner of the Northwest Quarter of said Section 13; thence South along the West line of said Northwest Quarter, 1117.18 feet to the true point of beginning; thence North 65 degrees 42 minutes East a distance of 964.14 feet; thence South 36 degrees 55 minutes 19 seconds West, a distance of 755.39 feet, more or less, to the South line of the Northwest Quarter of the Northwest Quarter of said Section 13; thence North 89 degrees 02 minutes 15 seconds West and along said South line, a distance of 425.0 feet to the Southwest Corner of the North Half of said Northwest Quarter; thence North along said West Line, a distance of 200 feet, more or less, to the point of beginning. Tract 3: Commencing at the Northwest Corner of the Northwest Quarter of said Section 13; thence South along the West lone of the said Northwest Quarter, a distance of 767.18 feet to the Southwest Corner of Tract conveyed in Book 202 at Page 9, being the true point of beginning; thence North 58 degrees 14 minutes 26 seconds East, 1141.04 feet along the Southerly long of tract conveyed in Book 202 at Page 9 to the Westerly right of way line of Lake Gulch Road; thence South 37 degrees 38 minutes 15 seconds East along said Westerly right of way line, a distance of 480.0 feet, more or less, to the Northeast Corner of the tract conveyed in Book 202 at Page 7; thence South 65 degrees 42 minutes West, a distance of 1386.15 feet along the Northerly line of tract described in Book 202 at Page 7 to the West line of said Northwest Quarter; thence North along said West line, a distance of 350.0 feet to the true point of beginning. Tract 4 (Anderson Tract): Commencing at the Southwest Corner of the Northwest ¼ of the Northwest ¼ of Section 13, Township 8 South, Range 67 West of the 6th P.M., in Douglas County, Colorado, Thence South 89 deg. 02 min. 15 sec. East 1388.82 feet to the true point of beginning; Thence North 54 deg. 14 min. 09 sec. West 765.03 feet; Thence North 36 deg. 55 min. 19 sec. East 229.03 feet; Thence North 65 deg. 42 min. East 79.15 feet; Thence South 46 deg. 32 min. 31 sec. East 974.81 feet, to the South line of the Northwest ¼ of the Northwest ¼ of said Section 13, Thence North 89 deg. 02 min. 15 sec. West along said South line 298.27 feet, more or less to point of beginning, County of Douglas, State of Colorado. B. Title to tracts 1, 2 and 3 are held by Plum Creek Ridge, L.L.C. Title to tract 4 is held by David L. Anderson and Joan Kay Anderson. WHEREFORE, Applicants request the Court to enter a judgment and decree: A. Granting the Application and awarding the nontributary and not-nontributary groundwater rights claimed. B. Specifically determining as a matter of hydrological and geological fact that unappropriated groundwater from the Upper Dawson Aquifer in the estimated amount specified in paragraph 4 above is available for withdrawal by Applicants and that vested water rights of others will not be materially injured by such withdrawal if Applicants obtain approval of a Plan for Augmentation pursuant to C.R.S. § 37-90-137(9)(c.5) prior to withdrawal or use of such groundwater and operates in accordance with said Plan. C. Specifically determining as a matter of hydrological and geological fact that unappropriated groundwater from the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers in the estimated amounts specified in paragraph 4 above is available for withdrawal by the Applicants, and that the vested rights of others will not be materially injured by withdrawals of the Denver, Arapahoe, and Laramie-Fox Hills Aquifers in the estimated amounts and that such withdrawals will not, within 100 years, deplete the flow of a

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natural stream at an annual rate greater than 1/10th of one percent of the annual rate of withdrawal. D. Specifically determining that Applicants’ full average annual entitlement from the Upper Dawson, Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers may be produced from any combination of wells constructed into those aquifers and that such wells shall be treated as a well field and operated in order to produce the full allocation of water from each aquifer. E. Specifically determining that Applicants may drill the subject wells at any point within the boundaries of the Property without the necessity of filing any further amendments to the application, republishing, or reopening the matter. F. Specifically determining that the decreed determination of rights to nontributary and not-nontributary groundwater is a determination of the right to use such water for existing and future uses and that this determination is not subject to the reasonable diligence requirements of C.R.S. § 37-92-301(4). G. Specifically determining that Applicants have the right to use, successively use and reuse to extinction, the groundwater that is the subject of this Application including the right to claim credit for return flows generated by the use of such water subject only to the Applicants’ obligation to adjudicate an Augmentation Plan prior to withdrawing and using any groundwater from the Upper Dawson Aquifer and to operate in accordance with said Plan, and to the obligation to consume no more than 98% of the groundwater withdrawn from the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers. H. Specifically determining that the return flows resulting from the use of nontributary water that is the subject of this application may be used to replace out-of-priority depletions under a plan for augmentation. I. Directing that Applicants may withdraw the groundwater that is the subject of this application from the wells to be constructed in the future in excess of the average annual amount decreed so long as the sum of the total withdrawals from the aquifers does not exceed the product of the total number of years since the date of issuance of the well permit or of the court’s decree in this matter, whichever occurs first, and the amount of average annual withdrawal. J. Specifically determining that Applicants have given adequate notice that the amounts decreed herein are subject to being increased or decreased pursuant to the Court’s retained jurisdiction and C.R.S. § 37-90-137(4)(d). K. Directing the State Engineer to issue well permits in conformance with the provisions of this decree for the wells necessary to withdraw the groundwater decreed herein as well as any additional wells required to produce the full annual entitlement from the Upper Dawson, Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers upon proper application by the Applicants. L. Specifically determining that the right to withdraw and use groundwater determined by this Court shall be deemed a vested property right. M. Directing that the Water Court shall retain jurisdiction as to determination of the groundwater available for withdrawal as necessary to provide for the adjustment of the average annual amount of withdrawal allowed to conform to actual local aquifer characteristics derived from adequate information from well drilling or test holes pursuant to C.R.S. § 37-92-305(11). 04CW43 (W-8505-77) Janice & Monte Strotheide, 41800 WCR 45, Ault, CO 80610. Application for Change of Water Right, IN WELD COUNTY. Irrigation Well - Permit #20212-F-R, located in the NE1/4 SW1/4 S2 T7N, R65W of the 6th P.M., 2600’ from S section line and 1175’ from W section line. Plan is to move Permit #20212FR well 825’ West and 2600’ South and add supplemental well 500’ from the West section line and 2600’ from the North section line. Irrigate 240 acres located at NW4 N2 of the SW4 S2 T7N R65W 6th P.M. Source: Alluvium Depth: 14’8” Appropriation: 6/1/1950 Amount claimed: 250 gpm each, total not to exceed permitted use from W-8505-77. Use: Commercial, irrigation, domestic, livestock, household use only. (3 pages) 2004CW44 THE PEOPLE OF THE STATE OF COLO., ex rel. HAROLD SIMPSON, State Engineer, and JAMES HALL, Division Engineer for Water Div. No. 1 v. DARLENE K. WEIMER A/K/A/ DARLEEN K. WEIMER. Complaint for Injunctive Relief, Costs and Penalty

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2004CW45 THE PEOPLE OF THE STATE OF COLO., ex rel. HAROLD SIMPSON, State Engineer, and JAMES HALL, Division Engineer for Water Div. No. 1 v. FRANK ROTHE. Complaint for Injunctive Relief, Costs and Penalty 2004CW46 PAWNEE WELL USERS, INC., P.O. Box 1150, Sterling, CO 80751, (970) 522-7330. (Veronica A. Sperling, Richard J. Mehren, Moses, Wittemyer, Harrison and Woodruff, P.C., P.O. Box 1440, Boulder, CO 80306-1440, (303) 443-8782; Ray Ann Brammer, Brammer Law Office, P.C., P.O. Box 1827, Sterling, CO 80751, (970) 521-0700). APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, IN LOGAN, MORGAN AND WASHINGTON COUNTIES. CHANGE OF WATER RIGHTS 2. Decreed name of structure for which change is sought: Prewitt Reservoir. 3. From previous decree: A. Date entered, case number and court: January 15, 1914, Case No. 2142, District Court in and for Weld County; October 18, 1965, Case No. 16704, District Court in and for Weld County. B. Decreed point of diversion: Prewitt Reservoir is located in parts of Sections 1, 2, 10, 11, 12, 13, 14 and 15, Township 5 North, Range 54 West of the 6th P.M., and in parts of Sections 5, 6 and 7, Township 5 North, Range 53 West of the 6th P.M., all in Washington County, Colorado, and in the SE1/4 of the SE1/4 of Section 36, Township 6 North, Range 54 West, and in the SW/1/4 and the SW1/4 of the SE1/4 of Section 31, Township 6 North, Range 53 West, 6th P.M., all in Logan County, Colorado. The headgate of the Prewitt Inlet Canal is located on the east bank of the South Platte River in the SW1/4 of Section 24, Township 5 North, Range 55 West, 6th P.M., in Morgan County, Colorado. C. Source: South Platte River. D. Appropriation dates and amounts: May 25, 1910 for 32,300 acre-feet; December 31, 1929 for 34,960 acre-feet. E. Historic use: Applicant’s members own 1,419.6 acre-rights of the Logan Irrigation District, a quasi-municipal district under Colorado law (the “subject Logan Prewitt acre-rights”). The Logan Irrigation District is the owner of 17/31 of the water rights decreed to Prewitt Reservoir. Prewitt Reservoir water available to the subject Logan Prewitt acre-rights has historically been used for irrigation purposes on approximately 1,419.6 acres of land in Logan County. A map showing the location of the lands historically irrigated by the subject Logan Prewitt acre-rights is attached to the application. 4. Proposed change: Applicant seeks approval of changes of use of the Prewitt Reservoir water rights represented by the subject Logan Prewitt acre-rights to add augmentation, replacement and recharge uses to the existing irrigation use. Water available to the Prewitt Reservoir water rights represented by the subject Logan Prewitt acre-rights will be used to replace depletions associated with wells described in paragraph 6 which are owned and used by applicant’s members. Replacement of such depletions will be made by release of available water from Prewitt Reservoir and (1) delivery of such water to the South Platte River to replace depletions associated with the wells described in paragraph 6, or (2) diversion of such water at the headgate of the Farmers’ Pawnee Canal for delivery to recharge facilities located on lands under the Farmers’ Pawnee Canal owned by applicant’s members. Such use shall also include the right to use, reuse and successively use, lease, sell and otherwise dispose of to extinction that portion of the water available to the subject Logan Prewitt acre-rights which was historically consumed through irrigation use and that portion which was historically returned to the stream system to the extent those return flows have been made with water from another source available to applicant for replacement purposes. When water available to the subject Logan Prewitt acre-rights is being used for augmentation, replacement or recharge purposes as described above, applicant will replace the return flows that would have occurred from the irrigation use of the subject Logan Prewitt acre-rights, in the amount, at the time and at the location required to prevent injury to other water rights. These replacements will be made by one or a combination of the following methods: leaving a portion of the water available to the subject Logan Prewitt acre-rights in the South Platte River at or near the outlet canal of Prewitt Reservoir, leaving recharge accretions available to applicant’s members from the Farmers’

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Pawnee Canal Recharge Project described in paragraph 7.A. below in the South Platte River, and/or releasing to or leaving in the South Platte River any other fully consumable water available to applicant or applicant’s members for replacement purposes. Water available to the subject Logan Prewitt acre-rights that is not used for augmentation, replacement or recharge will continue to be used for irrigation. 5. Names and addresses of owners of land on which structures are or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: A. Prewitt Reservoir, the Prewitt Inlet Canal and the Prewitt Outlet Canal are owned by Morgan-Prewitt Reservoir Company, Logan Irrigation District and Iliff Irrigation District, c/o Jim Yahn, P.O. Box 103, Sterling, Colorado 80751. B. The land on which water is or will be placed to beneficial use is owned by applicant’s members. PLAN FOR AUGMENTATION 6. Names of structures to be augmented: The following 24 wells, owned by applicant’s members, all of which divert groundwater tributary to the South Platte River, and replacement, supplemental and alternate point of diversion wells therefor (“Subject Wells”). All of the Subject Wells are located in Logan County, Colorado, on lands within the service area of the Farmers’ Pawnee Canal Company and are used for irrigation. Two of the Subject Wells, those with current Well Permit Nos. 1-20057 (Dennis McLavey) and 20082 (Gene Miller), will also be used for augmentation hereunder. Well permit applications for augmentation use of these two wells will be submitted to the Colorado Division of Water Resources. NAME, PERMIT NO., DECREE NO., STRUCTURE ID, LEGAL DESCRIPTION, SDF: Colette Farms, Inc., R 15326,W-3726, 64 5281, NW1/4NW1/4 27-07N-53W, 323; Colette Farms, Inc., R 12075, W-3726, 64 5284, NW1/4NW1/4 27-07N-53W, 224; Buffalo School District RE-4J , 0750, W-3282, 64 5126, SW1/4SE1/4 13-06N-54W, 112; Buffalo School District RE-4J, 5496F, W-3282, NW1/4SE1/4 13-06N-54W, 206; CJK Farms LLC, RO 1898, W-1935, 64 5050, NW1/4SE1/4 27-07N-53W, 71; Bernard Hoogland, 1989, W-1380, 64 6057, SW1/4NE1/4 28-07N-53W, 273; Dennis McLavey, 1 20057, W-1101, 64 5990, NE1/4NE1/4 23-07N-53W, 218; Donald Fritzler, 09023, W-2987, 64 5584, NW1/4SW1/4 22-07N-53W, 400; Donald Fritzler, R 10174, W-1915, 64 6196, SW1/4NW1/4 22-07N-53W, 478; Donald Fritzler, RO 1413, W-1915, 64 6197, NW1/4NW1/4 22-07N-53W, 827; Donald Fritzler, PO 6570, W-1915, 64 6201, NW1/4NW1/4 22-07N-53W, 646; Donald Fritzler, PO 8856, W-3653, 64 6422, NE1/4SW1/4 27-07N-53W, 25; Donald Werner, 492581, W-804, 64 6519, SW1/4SE1/4 21-07N-53W, 632; Edwin Miller, R21486, W-791, 64 5922, NE1/4NW1/4 24-07N-53W, 73; Edwin Miller, 1776, W-789, 64 5921, SW1/4NW1/4 23-07N-53W, 231; Gene Miller, 20082, W-578, 64 6151, NE1/4NE1/4 23-07N-53W, 194; Gene Miller, 6144, W-578, 64 6150, NW1/4SE1/4 23-07N-53W, 117; John Lambrecht, 12684F, W-2986, 64 5308, N1/2SE1/4 21-07N-53W, 796; John Scalva, 015501, W-1581, 64 6186, SW1/4SW1/4 23-07N-53W, 103; John Scalva, 6635, W-1581, 64 6189, NW1/4NW1/4 26-07N-53W, 38; Justin Weber, 13066F, W-1559, 64 5730, NW1/4NE1/4 33-07N-53W, 112; Lawrence Kloberdanz (50% interest), 5891F, W-2586, 64 5147, NE1/4SE1/4 13-08N-53W, 1552; Lawrence Kloberdanz (50% interest), 6809, W-2586, 64 5148, SE1/4SE1/4 13-08N-53W, 1661; Mary Pomeroy/Victor Helmut, 6634, W-1978, 64 6067,NW1/4SE1/4 28-07N-53W, 264. There are no other decreed water rights diverted from these structures. A map showing the approximate locations of the Subject Wells is attached to the application. 7. Previous decrees for water rights to be used for augmentation: The water to be used for augmentation hereunder is water available to applicant’s members from the following sources: A. Farmers’ Pawnee Canal Recharge Project: (1) Date entered, case number and court: May 23, 2003, Case No. 95CW263, District Court, Water Division No. 1. (2) Type of water right: Surface diversion for recharge. (3) Legal description of point of diversion or place of storage: The headgate of the Farmers’ Pawnee Canal is located in the NE1/4 of Section 27, Township 6 North, Range 54 West of the 6th P.M., Logan County, Colorado. Water diverted under the Farmers’ Pawnee Canal Recharge Project water right is stored in various recharge ponds located on lands under the Farmers’ Pawnee Canal as described in the decree in Case No. 95CW263 and as shown on the map attached to the application. (4) Source: South Platte River and its

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tributaries. (5) Amount: 140 cfs, 77 cfs of which is absolute and 63 cfs of which is conditional. (6) Appropriation date: December 22, 1995. (7) Decreed use: Augmentation, recharge, replacement, and exchange for irrigation, municipal, wildlife, and wildlife recovery. B. Prewitt Reservoir Water Rights: Prewitt Reservoir water available to applicant’s members under the subject Logan Prewitt acre-rights described in paragraphs 2 and 3 above. C. Augmentation Wells: Groundwater tributary to the South Platte River to be withdrawn through two existing irrigation wells with current Well Permit Nos. 1-20057 (Dennis McLavey) and 20082 (Gene Miller), described in paragraph 6 above. D. Applicant also proposes to use for augmentation hereunder water available to applicant from any other source legally available for augmentation and which can be provided in the amount, at the time and at the location required for augmentation. Prior to use of any such water for augmentation hereunder, applicant shall provide written notification to State water administration officials of the source of water to be used and the method of delivery of such water. 8. Historic use (include a description of all water rights to be used for augmentation, 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): Water from the Farmers’ Pawnee Canal Recharge Project has historically been used for the decreed purposes, including augmentation and replacement of depletions resulting from diversions from the Subject Wells. The historic use of the subject Logan Prewitt acre-rights is described in paragraph 3.E. above. 9. Statement of plan for augmentation, covering all applicable matters under C.R.S. 37-92-103(9), 302(1)(2) and 305(8). Give full details of plan, including a description of all water rights to be established or changed by the plan: A. Applicant’s members will use and have used groundwater withdrawn through the Subject Wells for irrigation of agricultural lands and propose to use water withdrawn through two of the Subject Wells for augmentation and replacement. By this application, applicant seeks approval of a plan for augmentation to provide for replacement of out-of-priority depletions to the South Platte River from the use of the Subject Wells, including out-of-priority post-pumping depletions resulting from use of the Subject Wells since January 1, 1974, to the extent necessary to prevent injury to other water rights. B. Replacement water will be provided from the sources described in paragraph 7. Applicant’s members own 108.44 shares of the 500 shares (21.7%) of Farmers’ Pawnee Canal Company stock. By virtue of this ownership, applicant’s members are entitled to a pro rata share of the replacement water available to the Farmers’ Pawnee Canal Company under the decree in Case No. 95CW263. In addition, certain of applicant’s members are entitled to a share of the replacement water available under the decree in Case No. 95CW263 pursuant to agreements between such members and the Company concerning the use of recharge facilities located on lands owned by such members. The amount, timing and location of replacement water available from the Farmers’ Pawnee Canal Recharge Project will be determined in accordance with the terms of the decree in Case No. 95CW263. The amount, timing and location of replacement water available to applicant from its members’ interests in the Prewitt Reservoir water rights will be determined in accordance with the terms of the decree to be entered herein. C. Beginning in 2004, the amount of water withdrawn through the Subject Wells will be measured either with flow meters or through use of the power conversion coefficient method. For determining pumping volumes in years prior to 2004, applicant proposes to use actual pumping records to the extent available and, where actual pumping records are not available, estimates of pumping derived from analysis of crop demand and available surface water supply. Applicant proposes to determine the volume of stream depletions resulting from use of the Subject Wells using consumptive use factors of 55% for flood irrigation use, 80% for sprinkler irrigation use, and 100% for augmentation use. Irrigation use and augmentation use will be separately measured. D. Applicant proposes to determine the timing of stream depletions from the use of the Subject Wells using (1) the stream depletion factor (“SDF”) methodology originally developed by Glover (1977) and Jenkins (1968) and using stream depletion factors developed by the U.S. Geological Survey (Hurr, et al., 1972), (2) the Colorado State University

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Integrated Decision Support Group Alluvial Water Accounting System (“AWAS”), or (3) a similar methodology. E. The location of stream depletions from the use of the Subject Wells will be in the reach of the South Platte River from approximately the NE1/4 of Section 19, Township 6 North, Range 53 West, 6th P.M. (in the vicinity of the Town of Merino) to approximately the SW1/4 of Section 22, Township 8 North, Range 52 West, 6th P.M. (downstream from the City of Sterling), all in Logan County, Colorado. F. Applicant proposes to account for and replace out-of-priority depletions and historical return flow obligations on a daily basis and to report its operations under the plan for augmentation on a monthly basis. Applicant proposes to use an April 1 through March 31 accounting period and to submit a projection of pumping, stream depletions, historical return flow obligations and augmentation supplies for each April 1 through March 31 accounting period to State water administration officials on or before April 1 of each year. Applicant’s members propose to reduce projected pumping for each April 1 through March 31 accounting period to the extent necessary to prevent projected out-of-priority stream depletions and historical return flow obligations from exceeding projected augmentation supplies for such accounting period. 10. Names and addresses of owners of land on which structures are or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: A. The structures to be augmented, except for Well Nos. 5891F and 6809, are all located on land owned by applicant’s members and the groundwater withdrawn through such structures is used on land owned by applicant’s members. Well Nos. 5891F and 6809 are located on, and also used on, land owned by Ermelindo N. and Barbara J. Mateus, Ermelindo N. Mateus Family Trust and Barbara J. Mateus Family Trust, 1644 Granada Avenue, San Diego, California 92102. B. The Farmers’ Pawnee Canal is owned by the Farmers’ Pawnee Canal Company, 16911 County Road 39, Sterling, Colorado 80751. C. Prewitt Reservoir, the Prewitt Inlet Canal and the Prewitt Outlet Canal are owned by Morgan-Prewitt Reservoir Company, Logan Irrigation District and Iliff Irrigation District, c/o Jim Yahn, P. O. Box 103, Sterling, Colorado 80751. 2004CW47 THE PEOPLE OF THE STATE OF COLO., ex rel. HAROLD SIMPSON, State Engineer, and JAMES HALL, Division Engineer for Water Div. No. 1 v. BARR LAKES ESTATES and GEORGE CHRISTIANSEN, Individually. Complaint for Injunctive Relief, Costs and Penalty 2004CW48 THE PEOPLE OF THE STATE OF COLO., ex rel. HAROLD SIMPSON, State Engineer, and JAMES HALL, Division Engineer for Water Div. No. 1 v. HERBERT G. PANKOW; SHIRLEY M. PANKOW; and CURTIS PANKOW. Complaint for Injunctive Relief, Costs and Penalty 04CW49 Charles H. Stoyer & Bridget E. Taylor, 24120 US Hwy 40, Golden, CO 80401. Application for Surface Water Rights, IN PARK COUNTY. East Lamb Mountain Spring, 9562 Park County Rd 18, Fairplay, located in the SW1/4 NW1/4 S9 T10S, R78W of the 6th P.M., 2264’ from N section line and 704’ from W section line. Source: Tributary to Fourmile Creek, tributary to South Fork of South Platte River Appropriation: 7/13/1997 Amount claimed: 1 cfs Use: Household, aesthetics, fire protection (3 pages + 1 attachment) 04CW50 Leonard & Sonja Weiss, 14089 Hwy 71, Brush, CO 80723. PROTEST TO REVISED ABANDONMENT LIST. Structure: Wylie, Light and Follman Ditch, IN MORGAN COUNTY, located at the SW1/4 of the SE1/4 of S25 T3N R56W of the 6th P.M. at a distance of 80’ from the S section line and 2560’ from the E section line. 04CW51 David Coppfer, 11660 Antler Trail, Littleton, CO 80127. Application for Underground Water Rights, IN JEFFERSON COUNTY. Coppfer Well - Permit #175577, 1160 Antler Trail, Littleton, aka Sampson Mountain Lot 8, located in the NE1/4 NW1/4 S26 T6S,

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R70W of the 6th P.M., 800’ from N section line and 2600’ from W section line. Source: Groundwater Depth: 363’ Appropriation: 12/13/1993 Amount claimed: 15 gpm Use: Household (3), irrigation of .25 acre, fire protection, watering of domestic animals and poultry (3 pages) 04CW52 Anthony J. Delcavo, 4697 Stone Canon Ranch Rd, Castle Rock, CO 80127. Application for Underground Water Rights, IN DOUGLAS COUNTY. Delcavo Well - Permit #206942, 4697 Stone Canon Ranch Rd., Castle Rock, aka Stone Canon Ranch Lot 8, located in the NW1/4 SW1/4 S6 T9S, R66W of the 6th P.M., 2300’ from S section line and 600’ from W section line. Source: Lower Dawson Aquifer Depth: 800’ Appropriation: 10/14/1997 Amount claimed: 7 gpm Use: Household, single family dwelling, irrigation of flower & vegable gardens, watering 4-8 animals. (3 pages) 04CW53 William E. & Sandra J. Ils, 16911 County Road 39, Sterling, CO 80751. Application for Surface Water Rights, IN LOGAN COUNTY. Springdale Creek, located in the SW1/4 NW1/4 S7 T8N, R52W of the 6th P.M., 1220’ from N section line and 680’ from W section line. Source: Springdale Creek, tributary to South Platte River Appropriation: 02/03/04 Beneficial Use: 5/22/1934 Amount claimed: .0067 gpm Absolute, .016 gpm Conditional. Use: Livestock water, recharge for augmentation to replace depletions from applicant’s well permit #203 (included in 03CW195), and other wells with whom applicant contracts for use of water, recreation, wildlife, wildlife recovery, and historical irrigation of 80 acres (S2 NW4 S7 T8N R52W PM 6) (3 pages) 04CW54 Aaron P. Million, 3172 Stargazer Ct., Fort Collins, CO 80521 Application for Water Storage Rights, IN LARIMER COUNTY. Million Reservoir #1, located in the SW1/4 SW1/4 S5 T7N, R69W of the 6th P.M., 2630’ from N section line and 700’ from W section line. SourceSurface, runoff, tailwater, waste water. Appropriation: 01/09/2004 Amount claimed: 300 acre feet Use: Irrigation of 100 acres, fishing, livestock watering, wildlife habitat, municipal, augmentation, in-stream flows. Name & address of landowners: Katie Andrijeski Trust, c/o Margaret Althoff, 215 W. Oak St., Fort Collins, CO 80524 & Million Agri. Inv, Ltd, 3172 Stargazer Ct., Fort Collins, CO 80521 (3 pages) 04CW55 Behrooz & Shirin Shahid-Saless, 5600 N. Lariat Dr., Castle Rock, CO 80108. Application for Underground Water Rights, IN DOUGLAS COUNTY. Saless Well - Permit #67249, Happy Canyon Filing 1 Lot 82, located in the SW1/4 NE1/4 S15 T7S, R67W of the 6th P.M., 2600’ from N section line and 1400’ from E section line. Source: Unnamed aquifers. Depth: 350’ Appropriation: 06/12/1973 Amount claimed: 11 gpm Use: Household use only. (3 pages) 04CW56 Janet Konig, 57851 WCR 81, Grover, CO 80729 (P. Andrew Jones, Lind, Lawrence & Ottenhoff, LLP, 1011 11th Ave., Greeley, CO 80631 (970) 353-8819);Application for Non-tributary Underground Water Right from the Laramie-Fox Hills Aquifer in WELD COUNTY. 2. Well Permits: Applicant seeks a non-tributary ground water right for Well 23519, located in the NW ¼ of the NW ¼ of Section 32, Township 11 North, Range 59 West of the 6th P.M., 742 feet from the North Section Line and 742 feet from the West Section Line, currently permitted pursuant to §37-92-602(5) for the withdrawal of up to 15 gallons per minute for use inside 1 single family dwelling, fire protection, the watering of domestic animals, poultry and livestock, and irrigation of not more than 5000 square feet of law and garden. Applicant plans to use the 23519 structure, but reserves the right to drill additional wells commensurate with the decree entered herein and the statutes, rules and regulations governing the withdrawal of non-tributary groundwater. 3. Source: Non-Tributary Ground Water in the Laramie-Fox Hills Formation underlying Applicant’s 626 acre parcel, described as: All of Section 32, Township 11

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North, Range 59 West of the 6th P.M., County of Weld, State of Colorado, except that portion conveyed to the United States of America by deed recorded May 27, 1964 in Book 515 as Reception No. 1437025; and also except that portion conveyed to the United States of America by deed recorded May 20, 1969 in Book 610 as Reception No. 1531657. 4. Depth: According to maps prepared by the office of the State Engineer, the Laramie-Fox Hills formation is located in the zone from 4710 feet mean sea level to 4400 feet mean sea level in this location, a saturated thickness of 150 feet. 5. Amount Claimed: Applicant is entitled to 146 acre feet per year, based on a 100 year aquifer life. 6. Proposed Use: The ground water will be used to supply the domestic needs of a bed and breakfast complex to be located on the property, for irrigation of lawn and garden, for the watering of domestic animals, poultry and livestock, and for fire protection. 7. Replacement: The withdrawal of water from the Laramie-Fox Hills Aquifer in this location will not, within one hundred years, deplete the flow of a natural stream, including a natural stream as defined in sections 37-82-101(2) and 37-92-102(1)(b), at an annual rate greater than one-tenth of one percent of the annual rate of withdrawal. Applicant will replace 2% of the annual pumping by means of septic system returns. 8. Remarks: a. Applicant claims the right to withdraw more than the average annual amount estimated above or decreed in this case 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 beneath the property using currently available data from the Denver Basin Rules, Applicant requests the right to revise the average annual amount of withdrawal upward or downward, based on better or revised data including the Determinations of Fact filed by the State Engineer in this case, without the necessity of amending or republishing this Application. c. Applicant intends by this application to establish and quantify its rights to all ground water in the Laramie Fox-Hills underlying the property and Applicant believes all such ground water lies within the Laramie Fox-Hills aquifer. 9. Applicants requests a Decree that: a. The ground water from the Laramie Fox-Hills is non- tributary. b. Applicant has the vested right to use all of the ground water in the Laramie Fox-Hills aquifer underlying the property for the uses described herein. c. The Court will retain jurisdiction with respect to the average annual amount of withdrawal to provide for the adjustment of such amount to confirm to actual aquifer characteristics obtained from wells or test holes drilled on or near the property, pursuant to §37-95-305(11), C.R.S. 04CW57 Town of Pierce, 240 Main Street, P. O. Box 57, Pierce, Colorado 80650. 970-834-2851. (C/O Kim R. Lawrence, Lind, Lawrence & Ottenhoff, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. Application for Change of Water Right, IN WELD COUNTY. 2. Decreed Name of Structures: Highland Mobile Home, Inc. Wells No. 1-013615-F, 2-013616-F and 3-013617-F. 3. Previous Decree: A decree was entered in Water Court, Water Division No. 1, Case No. W-2445 on November 10, 1975 adjudicating the following wells: 3.1. Highland Mobile Home Inc., Well No. 1-013615-F in the NW1/4 SW1/4 Section 26, Township 8 North, Range 66 West of the 6th P.M., Weld County, Colorado, at a point 2610 feet North and 60 feet East of the Southwest Corner of said section, in the amount of 0.555 cfs with an appropriation date of December 31, 1945 for irrigation of 127 acres in the SW1/4 of Section 26. 3.2. Highland Mobile Home Inc., Well No. 2-013616-F in the NW1/4 SW1/4 Section 26, Township 8 North, Range 66 West of the 6th P.M., Weld County, Colorado, at a point 2610 feet North and 410 feet East of the Southwest Corner of said section, in the amount of 0.555 cfs with an appropriation date of December 31, 1920 for irrigation of 127 acres in the SW1/4 of Section 26. 3.3 Highland Mobile Home Inc., Well No. 3-013617-F in the NW1/4 SW1/4 Section 26, Township 8 North, Range 66 West of the 6th P.M., Weld County, Colorado, at a point 2640 feet North and 60 feet East of the Southwest Corner of said section, in the amount of 0.555 cfs with an appropriation date of December 31, 1951 for irrigation of 127 acres in the SW1/4 of Section 26. 4. Historic Use. The three wells historically provided the sole irrigation supply to 40 acres in the E1/2 SW1/4 of Section 26, Township 8 North, Range 66 West of the 6th P.M., Weld County,

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Colorado shown on Figure 1. The three wells were deeded to the Town pursuant to an annexation agreement. Augmentation of the three wells is provided by the Cache La Poudre Water Users Association Augmentation Plan, decreed in Case No. W-7291(75), Water Court, Water Division No. 1 for the irrigation of 40 acres and the pumping of 90 acre feet. 5. Proposed Change: Applicant seeks to change the location of the acres to be irrigated by the three wells to any lands within the municipal limits of the Town of Pierce as they exist now or may be expanded in the future. The pumping from the wells will not exceed 90 acre feet and the total area irrigated by the wells will not exceed 40 acres. Applicant seeks to change the location of Well No. 2-013616-F to a point in the NE1/4 NE1/4 Section 27, Township 8 North, Range 66 West of the 6th P.M., Weld County, Colorado, 600 feet south and 663 feet west of the Northeast Corner of said section and the location of Well No. 3-013617-F to a point in the NE1/4 SE1/4 Section 27, Township 8 North, Range 66 West of the 6th P.M., Weld County, Colorado, 1952 feet north and 675 feet west of the Southeast Corner of said section. 6. Name and Address of Owners of Structures: The three wells owned by Applicant. 2004CW58 PFEIFER JOHNSON INVESTMENTS, LLC, Applicant, Pfeifer Johnson Investments, LLC, P.O. Box 374, Kiowa, CO 80117, (303) 646-3563, Application for underground water rights from nontributary and not nontributary sources and for approval of plan for augmentation, in the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills and the not nontributary Upper Dawson Aquifers in Elbert County. Please send all correspondence to: Petrock & Fendel, P.C.,700 17th Street, #1800, Denver, Colorado 80202 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 200 acres of land located in the N1/2NE1/4; SE1/4NE1/4; and the E1/2SE1/4 of Section 28, T7S, R64W of the 6th P.M., as shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 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, including an existing well completed into the Upper Dawson aquifer which may be re-permitted to operate pursuant to the augmentation plan requested below, if necessary. Applicant waives any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following annual amounts are representative of the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property: Saturated Annual Aquifer Thickness Amount Upper Dawson 166 feet 67 acre-feet Lower Dawson 70 feet 28 acre-feet Denver 243 feet 83 acre-feet Arapahoe 215 feet 73 acre-feet Laramie-Fox Hills 176 feet 53 acre-feet 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, which may be located anywhere on the Subject Property, and any

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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: Domestic, industrial, commercial, irrigation, livestock watering, recreational, fish and wildlife, fire protection, and augmentation purposes, including storage. 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: Approximately 52 acre-feet per year of the Upper Dawson aquifer groundwater requested herein as described in paragraph 5 above over a 100 year period. Applicant reserves the right to increase or decrease this amount without amending this application or republishing the same.B.Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water.C. Statement of plan for augmentation: Applicant will use the Upper Dawson water to serve up to 83 residential lots through central wells for domestic, irrigation, and stockwatering use on the Subject Property at rates of flow necessary to withdraw the entire annual amount. For purposes of this application, inhouse use will require approximately 0.4 acre-feet per year per lot, irrigation use will require approximately 0.2 acre-feet per year for irrigation of 3500 square-feet of home lawn or garden, and stockwatering will require approximately 0.02 acre-feet per year for stockwatering of 2 large domestic animals. Applicant reserves the right to revise these values based on final planning of the Subject Property. Sewage treatment for inhouse use will be provided by non-evaporative on lot septic systems or through a central treatment plant. Consumptive use associated with in-house use will be approximately 10% of water used through septic systems, and 5% of water used through treatment. It is estimated that approximately 10% of water used for irrigation will be returned to the stream system and stockwatering uses will be considered to be 100% consumptively used. During pumping Applicant will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicant estimates that depletions may occur to the Running Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an equal amount of nontributary groundwater underlying the Subject Property to meet 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 part of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S. WHEREFORE, Applicant prays that this Court enter a Decree: 11.Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained;12.Specifically determining that:A.Applicant has complied with 37-90-137(4), C.R.S., and water is legally available for withdrawal;B. The groundwater in the Upper Dawson aquifer is not nontributary and groundwater in the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater; C.Vestedor conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater and the plan for augmentation proposed herein;D.No findings of diligence are required to maintain these water rights.FURTHER, Applicant prays that this Court grant such other relief as seems proper in the premises. 04CW59 THE PEOPLE OF THE STATE OF COLO., ex. Rel. HAROLD SIMPSON, State Engineer, and JAMES HALL, Division Engineer for Water Div. No. 1 v. ALBERT MARTY, JR., Complaint for Injunctive Relief, Costs, and Penalty.

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04CW60 THE PEOPLE OF THE STATE OF COLO., ex. Rel. HAROLD SIMPSON, State Engineer, and JAMES HALL, Division Engineer for Water Div. No. 1 v. ALBERT MARTY. Complaint for Injunctive Relief, Costs, and Penalty. 04CW61 Matthew T. & Jerusha A. Blackmer, 9600 Aspen Lane, Conifer, CO 80433. Application for Underground Water Rights, IN JEFFERSON COUNTY. Blackmer Well - Permit #160542, 9600 Aspen Lane, Conifer, aka Conifer Park Estates, Filing 1 Lot 10, located in the NE1/4 SW1/4 S11 T6S, R71W of the 6th P.M., 2050’ from S section line and 2635’ from W section line. Source: Fractured bedrock, tributary of the South Platte. Depth: 450’ Appropriation: 06/15/1994 Amount claimed: 5 gpm Use: Household use only. (3 pages) 04CW62 Western Metals Recycling, LLC (“Western”) 2100 W. Oxford Ave., Englewood, Colorado 80110. Send all correspondence to: Carrie L. Ciliberto, Esq., Ciliberto & Associates, LLC, 1660 Lincoln Street, Suite 1700, Denver, Colorado 80264. APPLICATION FOR APPROVAL OF AN UNDERGROUND WATER RIGHT AND A PLAN FOR AUGMENTATION, IN ARAPAHOE & DENVER COUNTIES. Application for an Underground Water Right. Name and location of structure: Western Metals Recycling Well No. 1, located in the SW ¼ SW ¼, of Section 4, Township 5 South, Range 68 West approximately 1,020 feet from the South Section line, and approximately 1,000 feet from the West Section line (hereinafter “Well”). The Well is completed pursuant to Well Permit No. 6159R, a copy of which is attached hereto as Exhibit A. Source: Groundwater tributary to the South Platte River. Depth: 44 feet. Amount: 425 gpm. Appropriation: a. Date of Appropriation: August 27, 1956. b. How appropriation initiated: Filing of the Application for Well Permit with the State Engineer, followed by construction of the well. c. Date water applied to beneficial use: February 1951. Permitted uses: domestic and industrial. Claimed uses: domestic, industrial and commercial. Application for a Plan of Augmentation. Names and locations of structures to be augmented: Well Permit No. 6159 R, located in the SW1/4 SW1/4, of Section 4, Township 5 South, Range 68 West approximately 1,020 feet from the South Section line, and approximately 1,000 feet from the West Section line. No other water rights are diverted from these structures. Previous decrees for water rights to be used for augmentation: Not applicable. Historic use: Well Permit No. 6159R was previously permitted for industrial and domestic uses. Statement of a plan for augmentation: Applicant owns and operates a recycling plant that shreds and crushes metal to be sold to its customers. Applicant will use the one well described above for commercial dust suppression purposes. The amount of augmentation required will be calculated on a monthly basis and replaced in that amount to the South Platte River the following month. The water will be replaced at one of the following points: Metro Wastewater Plant, Bi-City Wastewater Plant, Glendale Wastewater Plant, or Chatfield Reservoir. The monthly depletions have ranged from 0.3 to 0.61 acre-feet according to monthly records kept since November 2003. See Exhibit 1. Source of augmentation water: Applicant has entered into a lease for four acre-feet per year of nonpotable water from the Denver Water Department for use as the replacement source. See Exhibit 2. Applicant will use this water to replace monthly depletions the following month. In the event that monthly depletions consume the entire four acre-feet, Applicant will lease additional water or cease using the well. 04CW63 Lori Rappucci, 12861 N. 4th St, Parker, CO 80433. Application for Underground Water Rights, IN DOUGLAS COUNTY. Rapucci Well - Permit #224405, 12861 N. 4th St, Parker, Grandview Estates Lot 9 Block 4, located in the NW1/4 NE1/4 S7 T6S, R66W of the 6th P.M., 800’ from N section line and 2500’ from E section line. Well field: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater in the subject aquifers lying below the land described as approximately 2 acres of

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land located in the NW4 of the NE4 of S7, T6S, R66W, 6th PM, Douglas County, through the well described above and any additional wells which may in the future become part of the Applicant’s well fields. Applicant requests that this well, along with any additional wells completed into the same aquifers, shall be treated as a well field. Applicant further requests that the pumping rates for each of these wells may exceed the nominal pumping rates set forth above to the extent necessary to withdraw the full annual acre-foot allocation of water from the aquifer. However, the subject wells will not exceed the pumping rate specified on the well permit for each well. Source: Not nontributary groundwater from the Denver Aquifer and nontributary groundwater from Upper Arapahoe & Laramie-Fox Hills Aquifers. Depth: 830’-1750’ for Denver Aquifer at 15 gpm; 1760-2280’ from Upper Arapahoe Aquifer at 25 gpm; and 2600-2870’ from Laramie-Fox Hills Aquifer at 25 gpm. Applicant requests the right to withdraw from these wells an average amount of water determined to be available plus an amount of ground water in excess of that annual amount; provided that the sum of the total withdrawals from any particular aquifer does not exceed the product of the number of years since the date of the issuance of well permits or of the entry of this decree, which ever occurs first, times the decreed average annual amount for that aquifer. Appropriation: 06/15/1994 Use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: municipal, domestic, industrial, commercial, augmentation, stock watering, recreational, fish and wildlife. The water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions from the use of water from other sources and for all other augmentation purposes. (3 pages) 04CW64 - KEITH D. SOBCZAK and KARLA E. SOBCZAK, 20435 Indi Drive, Monument, CO 80132 (Henry D. Worley, MacDougall, Woldridge & Worley, P.C., Attorneys for Applicants, 530 Communication Circle, Suite 204, Colorado Springs, CO 80905-1743) Application for Adjudication of Denver Basin Ground Water and for Approval of Plan for Augmentation in El Paso County. I. APPLICATION FOR DENVER BASIN WATER RIGHTS. 1. Name, address, telephone number of applicant: Keith D. Sobczak and Karla E. Sobczak; phone no. 719-488-9452. 2. Names of wells and permit, registration, or denial numbers: Well permit no.*** (the “existing Dawson aquifer well”). It is permitted for household uses only. 3. Legal description of wells: The existing Dawson aquifer well is located in the NE1/4 NW1/4 Section 3, T. 11 S., R. 67 W., 6th P.M., in El Paso County. One well in each of the Denver, Arapahoe and Laramie-Fox Hills aquifers may be located anywhere on Applicants’ five acre property, the legal description of which is *** Colorado Estates Subdivision No. 1, El Paso County, Colorado, the street address for which is 20435 Indi Drive, Monument, CO 80132. The Property is located in the Plum Creek drainage in the NE1/4 NW1/4 Section 3, T. 11 S., R. 67 W., 6th P.M. 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: 25 g.p.m., 4.8 acre feet annually, absolute; Denver aquifer: 75 g.p.m., 3.5 acre feet annually, absolute; Arapahoe aquifer: 250 g.p.m., 3.6 acre feet annually, absolute; Laramie-Fox Hills aquifer: 150 g.p.m., 1.4 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 be asked to 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 use: All beneficial uses including augmentation and exchange. 8. Name and address of owner of land on which well is located: Same as applicant. 9. Remarks: The property is subject to two liens. Written notice has been given by certified mail to the only lienholder of record, ***. A copy of that letter is attached to this application as Exhibit 1.

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II. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION. 10. Name, address, telephone number of applicant: Keith D. Sobczak and Karla E. Sobczak, 20435 Indi Drive, Monument, CO 80132; phone no. 719-488-9452. 11. Name of structures to be augmented: The existing Dawson aquifer well. No other water rights are or will be diverted from this well. 12. Previous decrees for water rights to be used for augmentation: None. 13. Historic use: Not applicable. 14. Statement of plan for augmentation: Applicant wishes to provide for the augmentation of stream depletions caused by pumping the existing Dawson aquifer well, which is permitted for household uses only. Water use criteria for the Property are as follows: indoor uses: 0.27 acre feet annually per single family dwelling, which is 10% consumptive; horses (or horse equivalent): 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. 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 approximately seven percent of pumping annually in the 100th year. Pumping from the Dawson aquifer well shall be limited to pumping of 3.0 acre feet annually, which would result in annual stream depletions, in the 100th year, of 0.21 acre feet. Return flows from a single ISDS will equal 0.24 acre feet annually. Thus, even if all water uses on the Property other than household uses are fully consumptive, return flows from the ISDS alone are adequate to replace stream depletions during pumping. The only restrictions necessary to ensure that replacements equal or exceed stream depletions during pumping are (1) limitation to annual pumping of 3.0 acre feet from the existing Dawson aquifer well, and (2) use of nonevaporative ISDS or some other form of wastewater treatment which is no more consumptive. Replacements after pumping. Stream depletions will reach a maximum of 9.4% of average annual pumping in or around the 180th year after pumping commences, and will decline thereafter. Applicants shall replace injurious post-pumping depletions with the nontributary Denver aquifer water decreed herein, one acre foot of which will be reserved for each acre foot of Dawson aquifer water which will be pumped over the 100 year period. Applicant seeks to reserve 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 Plum Creek drainage. Any final decree entered in this case shall provide that no more than 3.0 acre feet per year may be diverted from the existing Dawson aquifer well absent an amendment to this plan for augmentation. Within four months after entry of a decree in this case, Applicants shall apply for a new well permit for the existing Dawson aquifer well, consistent with the terms of the plan for augmentation and applicable statutes and rules and regulations of the State Engineer. Because stream depletions will occur in both Water Divisions 1 and 2, this application will appear in the resumes for both water divisions. Applicants will seek to consolidate the applications in Water Division 1 after the time for filing statements of opposition has expired. 2004CW65 David Mellum and Sandy Mellum, 1595 Capadaro Court, Monument, Colorado 80132-3401, C/O Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION FOR UNDERGROUND WATER RIGHTS IN TELLER COUNTY. 2. Name of Structure: Mellum Well m 230165. 3. In the NW¼ NW¼, Section 14, Township 12 South, Range 69 West of the 6th P.M., Teller County, Colorado, approximately 600 feet south and 600 feet east from the Northwest corner of said section. 4. Source: Groundwater tributary to Trout Creek. 5. Depth: 400 feet. 6. Date of Appropriation: October 30, 2000. 7. How Appropriation Was Initiated: Application for well permit. 8. Amount Claimed: 15 g.p.m., absolute. 9. Use: Fire protection, household use inside up to 3 dwellings, irrigation of up to 1 acre of lawns and gardens and watering of domestic animals,

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pursuant to §37-92-602(3)(b)(II)(A), C.R.S., on a tract of 35 acres being Lot 10, Majestic Park division of land, Teller County. 10. Name and Address of Owners of Structures: Applicants. 2004CW66 Frank King and Colleen King, 368 Patricia Point, Woodland Park, Colorado 80863 C/O Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION FOR UNDERGROUND WATER RIGHTS in TELLER COUNTY. 2. Name of Structure: King Well m 228891. 3. In the SE¼ NE¼, Section 15, Township 12 South, Range 69 West of the 6th P.M., Teller County, Colorado, approximately 2500 feet south and 1320 feet west from the Northeast corner of said section. 4. Source: Groundwater tributary to Trout Creek. 5. Depth: 400 feet. 6. Date of Appropriation: August 11, 2000. 7. How Appropriation Was Initiated: Application for well permit. 8. Amount Claimed: 15 g.p.m., absolute. 9. Use: Fire protection, household use inside up to 3 dwellings, irrigation of up to 1 acre of lawns and gardens and watering of domestic animals, pursuant to §37-92-602(3)(b)(II)(A), C.R.S., on a tract of 35 acres being Lot 7, Majestic Park division of land, Teller County. 10. Name and Address of Owners of Structures: Applicants. 2004CW67 Curtis L. Grina and Susan Grina, 216 Patricia Point, Woodland Park, Colorado 80863-2317, C/O Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160). APPLICATION FOR UNDERGROUND WATER RIGHTS IN TELLER COUNTY. 2. Name of Structure: Grina Well m 224846. 3. In the NE¼ SE¼, Section 15, Township 12 South, Range 69 West of the 6th P.M., Teller County, Colorado, approximately 2500 feet north and 100 feet west from the Southeast corner of said section. 4. Source: Groundwater tributary to Trout Creek. 5. Depth: 500 feet. 6. Date of Appropriation: March 22, 2000. 7. How Appropriation Was Initiated: Application for well permit. 8. Amount Claimed: 15 g.p.m., absolute. 9. Use: Fire protection, household use inside up to 3 dwellings, irrigation of up to 1 acre of lawns and gardens and watering of domestic animals, pursuant to §37-92-602(3)(b)(II)(A), C.R.S., on a tract of 35.05 acres being Lot 8, Majestic Park division of land, Teller County. 10. Name and Address of Owners of Structures: Applicants. 2004CW68 VOID 2004CW69. John T. Burns and Karol Burns, 600 North Forest Avenue, Glen Ellyn, Illinois 60137, C/O Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION FOR UNDERGROUND WATER RIGHTS in TELLER COUNTY. 2. Name of Structure: Burns Well m 244594. 3. In the NW¼ SE¼, Section 15, Township 12 South, Range 69 West of the 6th P.M., Teller County, Colorado, approximately 2100 feet north and 2120 feet west from the Southeast corner of said section. 4. Source: Groundwater tributary to Trout Creek. 5. Depth: 400 feet. 6. Date of Appropriation: December 28, 2001. 7. How Appropriation Was Initiated: Application for well permit. 8. Amount Claimed: 15 g.p.m., absolute. 9. Use: Fire protection, household use inside up to 3 dwellings, irrigation of up to 1 acre of lawns and gardens and watering of domestic animals, pursuant to §37-92-602(3)(b)(II)(A), C.R.S., on a tract of 35 acres being Lot 5, Majestic Park division of land, Teller County. 10. Name and Address of Owners of Structures: Applicants. 2004CW70 Edward and Suzanne Bridgeman, 621 Majestic Parkway, Woodland Park, Colorado 80863 c/o Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION FOR UNDERGROUND WATER RIGHTS in TELLER COUNTY. 2. Name of Structure: Bridgeman Well m 223799. 3. In the SW¼ SE¼, Section 15, Township 12 South, Range 69 West of the 6th P.M., Teller County,

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Colorado, approximately 350 feet north and 1500 feet west from the Southeast corner of said section. 4. Source: Groundwater tributary to Trout Creek. 5. Depth: 400 feet. 6. Date of Appropriation: February 1, 2000. 7. How Appropriation Was Initiated: Application for well permit. 8. Amount Claimed: 15 g.p.m., absolute. 9. Use: Fire protection, household use inside up to 3 dwellings, irrigation of up to 1 acre of lawns and gardens and watering of domestic animals, pursuant to §37-92-602(3)(b)(II)(A), C.R.S., on a tract of 35 acres being Lot 4, Majestic Park Amended Division of land, Teller County. 10. Name and Address of Owners of Structures: Applicants. 04CW71 Bruce O. Penley Trust and Ruth Penley Estate, c/o AMG Guaranty Trust, 6200 S. Syracuse Way, Suite 100, Greenwood Village, Colorado 80111. Please send all correspondence to: Carrie L. Ciliberto, Esq., Ciliberto & Associates, LLC, 1660 Lincoln Street, Suite 1700, Denver, Colorado 80264. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NOT NONTRIBUTARY DENVER AQUIFER, NOT NONTRIBUTARY ARAPAHOE AQUIFER, AND NONTRIBUTARY LARAMIE-FOX HILLS AQUIFER IN DOUGLAS COUNTY. Well Permits: Applicants claim the right to drill and to complete wells within the Denver, Arapahoe and Laramie-Fox Hills aquifers requested herein as may be needed or desired anywhere on the subject property to recover and to use all physically and legally available water from those aquifers. Legal description of the subject property: A. Bruce O. Penley Trust: Parcel 3: Most of the S ½ SW ¼ of Section 29, Township 7 South, Range 68 West of the 6th P.M. comprising approximately 55.706 acres. Parcel 5: Tract in the E ½ E ½ of Section 32, Township 7 South, Range 68 West of the 6th P.M., most of the N ½ of Section 33, Township 7 South, Range 68 West of the 6th P.M., tract in the W ½ SW ¼ of Section 33, Township 7 South, Range 68 West of the 6th P.M. comprising approximately 296.762 acres. B. Ruth Penley Estate: Parcel 1: The SE ¼ SE ¼ of Section 30, Township 7 South, Range 68 West of the 6th P.M. comprising approximately 40 acres. Parcel 2: Tract consisting of W 747.67 ft of S ½ SW ¼ of Section 29, Township 7 South, Range 68 West of the 6th P.M. comprising approximately 22.388 acres. Parcel 4a: Most of the W ½ NE ¼ of Section 31, Township 7 South, Range 68 West of the 6th P.M. comprising approximately 60 acres. Parcel 4b: The NE ¼ SE ¼ of Section 31, Township 7 South, Range 68 West of the 6th P.M. comprising approximately 40 acres. Parcel 6: The E ½ NE ¼ and SE ¼ SE ¼ of Section 31, Township 7 South, Range 68 West of the 6th P.M., most of Section 32, Township 7 South, Range 68 West of the 6th P.M., tract in the SW ¼ SW ¼ of Section 33, Township 7 South, Range 68 West of the 6th P.M., tract in the NE ¼ NE ¼ of Section 5, Township 8 South, Range 68 West of the 6th P.M. comprising approximately 700.96 acres. The total acreage of the subject property is 1215.816 acres. These parcels are shown on Exhibit 1 attached hereto. Source of water rights: The source of the groundwater to be withdraw from the subject aquifers underlying the subject property is not nontributary Denver, not nontributary Arapahoe and nontributary Laramie-Fox Hills water as described in § 37-90-103(10.5), C.R.S. (2003). Estimated amounts: Applicants request an absolute water right for the withdrawal of all legally available groundwater in the Denver Basin aquifers underlying the subject property. The estimated average annual amounts of water available for withdrawal from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicants hereby waive any 600-foot spacing rule for wells located on the subject property, but must satisfy § 37-90-137(4), C.R.S. (2003) for wells owned by others on adjacent properties. For purposes of this Application, Applicants estimate that the following annual amounts are representative of the Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the subject property.

Aquifers

Saturated Sand Thickness (feet)

Estimated Annual Appropriation (acre-feet/yr)

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Denver 266 103.7 Arapahoe 224 105.4 Laramie-Fox Hills 141 101.3

The average annual amounts available for withdrawal from the subject aquifers will depend on the hydrogeology and the legal entitlement of the Applicants and represent a claim to all groundwater underlying the subject property. Applicant is also entitled to withdraw the groundwater through the existing wells, and through wells to be constructed in the future, excess of the average annual amount decreed, and in excess of the nominal pumping rate, so long as the sum of withdrawals from the aquifer does not exceed the product of the total number of years since the date of issuance of a well permit or of the decree in this matter, whichever occurs first, and the amount of average annual withdrawal. Well fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the subject property, through any wells, or combination of wells, which may be completed in Applicants’ well fields anywhere on the subject property. As additional wells are constructed, applications will be filed in accordance with §37-90-137(10), C.R.S. (2003). Proposed use: The water will be used, reused, successively used, leased, sold or otherwise disposed of for all beneficial purposes including, and without limitation: municipal, domestic, industrial, commercial, irrigation, livestock watering, recreational, fish and wildlife, and fire protection. Said water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions and for augmentation purposes both on and off the subject property.

04CW72 FORT MORGAN RESERVOIR AND IRRIGATION COMPANY, c/o Cynthia Vassios, P.O. Box 38, Fort Morgan, CO 80701, Application for Underground Water Rights and Plan for Augmentation, IN MORGAN COUNTY. (Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., attorneys for applicant, 1600 Broadway, Suite 2350, Denver, CO 80202, (303) 894-8191)). APPLICATION FOR UNDERGROUND WATER RIGHTS. Water Rights to be Decreed for Augmentation: 1. Great Western Well No. 014000-F (aka Fort Morgan Plant Well No. 3); Well Permit: Permit No. 59299-F (This well permit authorizes augmentation as an additional use of this well. Pursuant to a Recharge Agreement between Applicant (“FMRICO”) and Western Sugar Cooperative dated February 5, 2003 (the “Recharge Agreement”), FMRICO has the right to use water from the existing well for augmentation purposes.); Previous Decrees: This well was originally decreed in Case No. W-2692, Water Court, Water Division No. 1, on October 2, 1975 for irrigation and commercial purposes, and augmented pursuant to the decree in Case No. W-7667-74, Water Court, Water Division No. 1, dated March 17, 1978. This well is presently included in Case No. 2003CW453, in which Western Sugar Cooperative has applied for water rights, changes and an augmentation plan with regard to its own rights to use this well. The well currently holds Permit No. 14000-F for irrigation and commercial uses. This application does not seek to change the previously-decreed uses of this well; Location: SW1/4 of the SW1/4 of Section 31, Township 4 North, Range 57 West of the 6th P.M. at a point which is 33 feet north and 1,241 east of the Southwest Corner of said Section 31, in Morgan County, Colorado. Depth: 125 feet; Capacity: 3,000 gpm, CONDITIONAL for augmentation uses, with a total annual withdrawal not to exceed 2,000 acre-feet; Date of Appropriation: February 5, 2003; How Appropriation was Initiated: Execution of Recharge Agreement with Western Sugar Cooperative for use of well for augmentation; use of well for augmentation in 2003; Use: Augmentation; Owner: Western Sugar Cooperative; 2. Western Sugar/Fort Morgan Well (aka Fort Morgan Plant Well No. 2); Well Permit: Permit No. 59300-F; Previous Decrees: There are no previous decrees for this well. It is presently included in Case No. 2003CW453, in which Western Sugar Cooperative has applied for water rights, changes and an augmentation plan that includes Western Sugar Cooperative’s interest in this

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well; Location: SE1/4 of the SE1/4 of Section 36, Township 4 North, Range 58 West of the 6th P.M. at a point that is 159 feet north and 1004 feet west of the Southeast Corner of said Section 36 in Morgan County, Colorado; Depth: 224.5 feet; Capacity: 3,000 gpm, CONDITIONAL for augmentation uses, with a total annual withdrawal not to exceed 2,500 acre-feet; Date of Appropriation: February 5, 2003; How Appropriation was Initiated: Execution of Recharge Agreement with Western Sugar Cooperative for construction and use of well; construction and use of well in 2003; Use: Augmentation; Owners: Western Sugar Cooperative and FMRICO each own one-half interest in this well. Western Sugar Cooperative’s interest in this well is included in its pending application in Case No. 2003CW453; 3. Barlow Well 1264 (aka Kula Well); Well Permit: Permit No. 59448-F; Previous Decrees: Decreed in Case No. W-2692, Water Court, Water Division No. 1, for irrigation purposes with an appropriation date of 1935. The well carries Permit No. 1264-R for this decreed use. This application does not seek to change the previously-decreed uses of this well; Location: SW1/4 of the NW1/4 of Section 4, Township 3 North, Range 57 West of the 6th P.M. at a point 3680 feet from the south section line and 57 feet from the west section line of said Section 4, in Morgan County, Colorado; Date of Appropriation: March 15, 2003; How Appropriation was Initiated: Filing well permit application after determination by FMRICO Board of Directors that additional augmentation wells needed; initiation of negotiations with owner of well; use of well for augmentation in 2003; Depth: 110 feet; Capacity: 1,160 gpm, CONDITIONAL for augmentation use, with a total annual withdrawal not to exceed 1,856 acre-feet; Use: Augmentation; Owner: Bob Kula. 4. Kula Well 7031 (aka Kula-Bath Well); Well Permit: Permit No. 59449-F; Previous Decrees: Decreed in Case No. W-2692, Water Court, Water Division No. 1, for irrigation purposes with an appropriation date of Spring 1912. The well carries Permit No. 7031-R for this decreed use. This application does not seek to change the previously-decreed uses of this well; Location: SE1/4 of the NW1/4 of Section 4, Township 3 North, Range 57 West of the 6th P.M. at a point 1733 feet from the north section line and 1980 feet from the west section line of said Section 4, in Morgan County, Colorado; Date of Appropriation: March 15, 2003; How Appropriation was Initiated: Filing well permit application after determination by FMRICO Board of Directors that additional augmentation wells needed; initiation of negotiations with owner of well; use of well for augmentation in 2003; Depth: 150 feet; Capacity: 1,600 gpm, CONDITIONAL for augmentation uses, total annual withdrawal not to exceed 2,560 acre-feet; Use: Augmentation; Owners: Bob Kula and Keith Bath. 5. DT West Well. Well Permit: Permit No. 59356-F; Location: NW1/4 of the SW1/4, Section 4, Township 4 North, Range 59 West of the 6th P.M. at a point 1340 feet from the south section line and 200 feet from the west section line of said Section 4, in Morgan County, Colorado; Date of Appropriation: February 26, 2003; How Appropriation was Initiated: Filing well permit application following determination by FMRICO board of directors to secure additional augmentation supplies, and initiation of negotiations with landowner; Depth: N/A; Use: Augmentation; Capacity: 2,000 gpm CONDITIONAL with a total annual withdrawal not to exceed 3,200 acre-feet; Owner: FMRICO. 6. DT East Well. Well Permit: Permit No. 59357-F; Location: SW1/4 of the NW1/4, Section 10, Township 4 North, Range 59 West of the 6th P.M. at a point 2640 feet from the south section line and 600 feet from the west section line of said Section 10, in Morgan County, Colorado; Date of Appropriation: February 26, 2003; How Appropriation was Initiated: Filing well permit application following determination by FMRICO board of directors to secure additional augmentation supplies, and initiation of negotiations with landowner; Depth: N/A; Use: Augmentation; Capacity: 2,000 gpm, CONDITIONAL, with a total annual withdrawal not to exceed 3,200 acre-feet; Owner: FMRICO. The foregoing wells are herein referred to as the “New Augmentation Wells.” Well permits for these wells are attached as Exhibit A-1 through Exhibit A-6. No change is sought for the water rights heretofore decreed for the Great Western Well No. 014000-F, the Barlow Well 1264 and the Kula Well 7031; therefore, diversion records are not attached. PLAN FOR AUGMENTATION. Structures to be Augmented by the New Augmentation Wells. The structures to be augmented by the New

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Augmentation Wells are the New Augmentation Wells themselves, as herein provided, and the wells and water rights associated with the wells described in subparagraphs (A) - (C) below. The wells described in subparagraphs (A) and (B) below withdraw water from the alluvium of the South Platte River or its tributaries. Depletions from the wells described in subparagraphs (A) and (B), and the required amount, timing and location of augmentation water to replace said depletions are calculated as provided in the decrees referenced below. The well depletions will continue to be augmented as provided in the pertinent decrees described below, and the depletions may also be augmented by the New Augmentation Wells herein applied for: (A) Wells listed on Exhibit A to that certain decree entered by the Water Court, Water Division No. 1 in Case No. W-2692, on April 22, 1985 (the “W-2692 Decree.”) These wells were adjudicated in the W-2692 Decree; (B) Additional structures augmented pursuant to the W-2692 Decree as described in the Findings of Fact, Conclusions of Law, Judgment and Decree of the Water Court, Water Division No. 1, in Case No. 94CW186 (July 29, 1996); (C) Other wells and structures that may from time to time be decreed or otherwise approved for augmentation pursuant to the W-2692 Decree, or any amendments thereof, or any other FMRICO augmentation plans. The terms and conditions of the decrees described in (A) and (B) will apply to the augmentation of the wells and structures therein described by the New Augmentation Wells. The wells and structures included in (A) and (B) are identified as follows:

PERMIT NO. LOCATION (quarter quarter sections in Townships North and Ranges West of the 6th P.M. in Morgan County)

SDF (days)

7015-R NW SE 16-3-57 953

7129-R SE NE 29-4-58 4689348-F SW SW 18-4-58 99204304-F SW SE 18-4-58 323R-4305-RF NW SE 18-4-58 720RF-632 (6461-R) SW NW 15-3-57 941562 NW SW 12-3-57 4805835-R SW NW 14-3-57 7305836-R NW NW 14-3-57 6841670-R NE NE 14-3-57 7208353-R SW NW 17-3-57 90202999-F SW NW 12-3-57 435RF-484 (5828-R) SW NW 8-3-56 750R-192 (5827-R) SW NW 8-3-56 8054446-R NW SE 12-3-57 6396825-R NW SW 6-3-56 2518367-R SW NE 2-3-57 16312662-R NW SE 17-3-57 87514604-R SW SE 17-3-57 117214605-R NW SW 9-3-57 4809607-F (10972) SW SE 20-4-58 285

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7631-F SE NE 33-4-58 3358368-R SE SW 35-4-57 68R-286 (5837-R) SW SW 11-3-57 6121261-R SE NW 3-3-57 2818511-R NE SE 18-3-57 13071265-R NW SW 33-4-57 240687-R SW NE 8-3-57 4681674-R NE SE 5-3-57 1736116-R NE SE 5-3-57 1991678-R SW NE 20-3-57 17830004 SW NW 3-3-57 1803550-F SW SE 2-3-57 24210571-R SW NW 11-3-57 4456525-R SW SW 3-3-57 270no # NW SW 27-4-58 68560-R SW SE 7-3-56 8482048-F NW SE 7-3-56 8112610-F NW SW 7-3-56 7502611-F NW SW 7-3-56 6827152-R SW NE 21-3-57 18676706-R NW NE 9-3-57 36112666-R NW SE 9-3-57 6217127-R SW NE 9-3-57 41912656-R SW SW 10-3-57 555RF-184 (7339-R) SW NE 16-3-57 90810572-R NW NW 16-3-57 7208707-R NW NW 22-3-57 15128708-R NE NE 22-3-57 15158709-R SE NE 22-3-57 170012665-R NE NW 15-3-57 7508406-R NW SE 8-3-56 11161266-R SW SW 36-4-57 867031-R SE NW 4-3-57 15510390 SE SE 2-3-57 28114642-R NW NE 18-3-57 82710389 SW SW 2-3-57 29212156-F SW SW 16-3-57 12256057-R SW SW 5-3-57 2706749-R SW NE 10-3-57 456040482-F SE NW 2-3-57 13012661-R NW SE 3-3-57 203

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6965-R NW NE 10-3-57 327RF-1069 (7332-R) NW NE 15-3-57 7306977-R SW NW 9-3-57 4508365-R SW NE 11-3-57 4318366-R SW SE 11-3-57 6538489-R NW NE 11-3-57 34220787-R SW NE 1-3-57 178R-1677-RS NE NW 6-3-56 15214611-R NW SW 20-4-58 18814612-R NW SW 20-4-58 3077340-R NW NW 2-3-57 826938-R SE NE 3-3-57 157(1) SW NW 4-3-57 1703613-F SW NW 4-3-57 1707136-R SE NW 10-3-57 40516078-R SW SW 3-3-57 2968428-R SW SW 1-3-57 2706546-F SW NE 15-3-57 867R-283 (7125-R) NW SE 15-3-57 9438349-R SE SE 7-3-57 66420923-R SW NW 7-3-56 5858509-R NW NW 20-3-57 15902602-F SW NE 7-3-56 6916659 NW NW 28-4-58 2700967-R NW SE 20-3-57 210111017-R NE NW 9-3-57 37712309-F NW NW 13-3-57 730R-230 (12663-R) SW NE 12-3-57 51612664-R SW SE 1-3-57 279

Water Rights to be Used for Augmentation of New Augmentation Wells. The New Augmentation Wells will themselves cause depletions to the South Platte River. Said depletions will be augmented by the New Augmentation Wells themselves, by the following water rights and recharge facilities, and by any other water rights that may in the future be decreed for augmentation of the New Augmentation Wells: W-2692 Water Rights. The W-2692 Decree allows FMRICO to use any recharge credit in excess of the depletions attributable to the operation of the wells included in the W-2692 Decree. The water rights identified in the W-2692 Decree that will be used for augmentation of the New Augmentation Wells are generally described as follows: Fort Morgan Canal Water Right: Name of Structure: Fort Morgan Canal;. Legal Description of Each Point of Diversion: The Fort Morgan Canal headgate is located on the South Bank of the South Platte River at a point 23 chains north and 5 chains west of the Southeast Corner of Section 31, Township 5 North, Range 59 West of the 6th P.M., Morgan County, Colorado; the headgate of the Jackson Lake Reservoir and Canal Company is located at a point on the North Bank of the South Platte River 900 feet South and 200 feet West of the center of the Southeast Quarter (SE1/4) of Section 18, Township 4 North, Range 61 West of the 6th P.M., Weld

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County, Colorado; Source: South Platte River; Date of Initiation of Appropriation: May 19, 1972; Amount Claimed: 323 cfs, of which 197.9 cfs is now decreed absolute pursuant to the W-2692 Decree and pursuant to the Findings of Fact, Conclusions of Law and Decree of the Water Court (W.D. 1) in Case No. 89CW018 and Case No. 96CW116, and 125.1 cfs remains conditional; Use of Water: Recharge and augmentation purposes as specified in the W-2692 Decree.; Jackson Lake Reservoir and Irrigation Company Water Rights: Name of Structure: Jackson Lake Reservoir; Previous Decrees: Decree entered in Case No. 2142 by the Weld County District Court on January 15, 1914; decree entered in Case No. 2142 by the Weld County District Court on May 11, 1915; decree entered in CA No. 16704 by the Weld County District Court on June 8, 1965; decree entered in Case No. W-2692 by the Water Court, Water Division No. 1, on April 22, 1985; decree entered in Case No. 85CW450 on by the Water Court, Water Division No. 1, on December 9, 1988; Decreed Point of Diversion. The headgate of the Jackson Lake Inlet Canal is located at a point on the north bank of the South Platte River 900 feet south and 200 feet west of the center of the Southeast Quarter (SE1/4) of Section 18, Township 4 North, Range 61 West of the 6th P.M., Morgan County, Colorado; Jackson Lake Reservoir is located in Sections 10, 13, 14 15, 16, 21, 22, 23, 24, 26 and 27, Township 5 North, Range 61 West of the 6th P.M., Morgan County, Colorado; .Source of Water: South Platte River;

Date of Appropriation and Amount: Reservoir Priority No. Amount (a.f.) Date of Date of

Appropriation Adjudication 20 30,992.00 05/18/1901 01/15/1914 20 4,637.00 05/18/1901 05/11/1915 20R 8,269.92 12/31/1929 06/08/1965 Additional Recharge Sites Decreed In Case No. 94CW185 Pursuant to paragraph 30.B of the W-2692 Decree, additional recharge sites may be added to the augmentation plan approved in the W-2692 Decree. The following additional recharge sites were decreed in Case No. 94CW185, Water Court, Water Division No. 1, on March 7, 2000: DT Ranch: Ponds and ditches located in the SW 1/4 and the SE 1/4 of Section 2; W ½ of the SW1/4 and a portion of the NW 1/4 of Section 3; a portion of Section 4; a portion of the NE1/4 of Section 5; a portion of the NE1/4 of Section 9; a portion of the N ½ and SE 1/4 of Section 10; a portion of the NW1/4 and S ½ and the NE1/4 and NW1/4 of Section 11; a portion of the SW 1/4 of Section 12; all in Township 4 North, Range 59 West of the 6th P.M., and a portion of the SW1/4 and the SE1/4 of Section 32, and a portion of the SW1/4 of Section 33, all in Township 5 North, Range 59 West of the 6th P.M.; Upper Canal Reach: A ditch located in a portion of the SE1/4 of Section 31 and the SW1/4 of Section 32, Township 5 North, Range 59 West of the 6th P.M., and a portion of Sections 4, 5, 9, 10, 11, 12, 13, and 14 of Township 4 North, Range 59 West of the 6th P.M., and a portion of Sections 18, 19, 20, 28, 29, 32, 33, 34, 35 and 36, Township 4 North, Range 58 West of the 6th P.M; Additional Bolinger Recharge Area: A ditch and series of ponds located in the E1/2 of Section 20, and in Sections 21 and 22, Township 3 North, Range 56 West of the 6th P.M.; Charlie Henry Ponds: A ditch and series of ponds located in Section 23, Township 3 North, Range 56 West of the 6th P.M.; Public Service Company Pond No. 2: A pond constructed in Section 18, Township 3 North, Range 56 West of the 6th P.M.; Western Sugar Pond: A pond located in the SW 1/4 of Section 31, Township 4 North, Range 57 West of the 6th P.M. and the NW 1/4 of Section 6, Township 3 North, Range 57 West of the 6th P.M.; Southside Ditch. A ditch and pond located in portions of Sections 2, 3, 4, 7, 8, 9 and 10, Township 3 North, Range 57 West of the 6th P.M.; Lauck Pond: A pond located in portions of the E ½ of Section 10, Township 3 North, Range 57 West of the 6th P.M.; Additional Recharge Sites Described in Pending Applications. Case No. 2000CW261: Bath Recharge Pond: Ponds and ditches to be constructed on approximately 57.17 acres in the N1/2 of Section 4, Township 3 North, Range 57 West of the 69th P.M.; Case No. 2002CW345: Kennedy Recharge Sites: Ponds and ditches to be constructed in the N1/2SW1/4 and the N1/2S1/2SW1/4 of Section 27, Township 3 North, Range 57 West of

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the 6th P.M. as more particularly described in the application filed in Case No. 2002CW345, and all of Section 22, NW1/4 of Section 23, and NW1/4 of Section 27, all in Township 3 North, Range 57 West of the 6th P.M.; Case No. 2003CW399: Good Recharge Pond: Ponds and ditches to be constructed on approximately 179.2 acres lying North of the center line of the Baker-Ott Lateral in the N1/2 NE1/4 and N1/2S1/2NE1/4 of Section 11, Township 3 North, Range 57 West of the 6th P.M., and in the NW1/4 of Section 11, Township 3 North, Range 57 West of the 6th P.M. and more particularly described in the application filed in Case No. 2003CW399. Statement of Plan for Augmentation. Augmentation by New Augmentation Wells. The New Augmentation Wells will be added to FMRICO’s augmentation supplies, and will be used to augment depletions from the wells and structures described in (A) and (B) above, the New Augmentation wells themselves, and other wells and structures that may from time to time be decreed for inclusion within FMRICO’s augmentation plans. Water will be pumped from the New Augmentation Wells directly to the South Platte River to offset out-of-priority depletions from the wells and structures to be augmented. Water from the Barlow Well 1264 and the Kula Well 7031 travels in a dirt ditch before it is measured again where it is released to the South Platte River. The difference between the amount metered at the pumps of these wells and the amount measured at the river is recharge water that may be used to offset some of the out-of-priority depletions from the Barlow Well 1264 and the Kula Well 7031. It is anticipated that the New Augmentation Wells will be pumped primarily during the months of April through October, when and to the extent supplemental augmentation supplies are required to augment out-of-priority depletions from the wells and structures described in (A) - (C) above. Augmentation water from the New Augmentation Wells will be delivered to the South Platte River (together with FMRICO’s other legally available recharge credits and other augmentation supplies) in the amounts and at the times needed to ensure FMRICO’s compliance with the terms and conditions set forth in the decrees in the W-2692 Case and Case No. 94CW186, and decrees that may be entered for other wells and structures that may in the future be approved for augmentation pursuant to the W-2692 Decree or amendments thereto. Each of the New Augmentation Wells will be metered, and pumping records will be maintained. The amount of water delivered to the South Platte River from the New Augmentation Wells, less depletions for the month of delivery, will be the amount from the New Augmentation Wells that is available to FMRICO to replace out-of-priority depletions from the wells and structures to be augmented as herein provided. FMRICO has developed, and for many years has used, a reporting and accounting system whereby well depletions and recharge credits are calculated and balanced on a monthly basis. If projections indicate that the available recharge credits in a particular month will be insufficient to offset the well depletions during that month, water from the New Augmentation Wells will be delivered directly to the South Platte River to offset well depletions to the extent of the anticipated shortfall in recharge credits during that month. The well depletions, recharge and augmentation credits shall continue to be calculated as provided in the W-2692 Decree and the decree entered in Case No. 94CW186. However, FMRICO reserves the right to propose alternative methodologies in this proceeding. Augmentation of Depletions Caused By New Augmentation Wells. The New Augmentation Wells will themselves cause depletions to the South Platte River. All out-of-priority well depletions associated with the use of the New Augmentation Wells will be fully replaced, either with water pumped from the wells themselves, or with FMRICO’s other decreed augmentation supplies described above (such supplies being augmentation credits for waters delivered and measured into recharge sites and water available to FMRICO pursuant to its shares of Jackson Lake Reservoir & Irrigation Company). FMRICO’s augmentation supplies are sufficient to offset out-of-priority well depletions from the wells and structures described in (A) and (B) above as well as the New Augmentation Wells; however, well pumping will be curtailed if and to the extent sufficient augmentation supplies are not available to offset well depletions. FMRICO’s monthly accountings demonstrate that the recharge credits delivered to the South Platte River, together with reservoir releases from Jackson Lake, equal or exceed the depletions to

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be offset. The W-2692 Decree authorizes FMRICO to make releases of water stored in Jackson Lake to offset depletions that are not fully offset by recharge credits in a particular month, and this application will add, as an additional augmentation supply, water delivered to the South Platte River from the New Augmentation Wells in months when depletions will not otherwise be fully offset by recharge credits. Lagged stream depletions caused by pumping the New Augmentation Wells are calculated for each well using the Stream Depletion Factor (SDF) method developed by the U.S. Geological Survey, and by means of a computer program based upon the SDF method. The SDF value for each of the New Augmentation Wells was determined from the U.S. Geological Survey publication entitled “Hydrogeologic Characteristics of the Valley Fill Aquifer in the Brush Reach of the South Platte River Valley, Colorado.” The SDF for each of the New Augmentation Wells is as follows: Well SDF (days) Great Western Well No. 014000F 120 Western Sugar/Fort Morgan Well 197 Barlow Well 1264 (aka Kula Well) 150 Kula Well 7031 (aka Kula/Bath Well) 155 DT West 270 (estimated) DT East 195 (estimated) The depletions to the South Platte River caused by pumping the New Augmentation Wells will be calculated using the above SDF factors, and will be replaced from FMRICO’s available recharge credits and/or augmentation supplies from Jackson Lake Reservoir and/or the New Augmentation Wells. FMRICO’s available recharge credits will be calculated as provided in the W-2692 Decree and Case No. 94CW185. Water available for augmentation release from Jackson Lake Reservoir will be calculated as provided in the W-2692 Decree. Measurement and Accounting. The amount of water available for augmentation from the New Augmentation Wells will be the amount pumped from the New Augmentation Wells less the monthly depletions attributable to the New Augmentation Wells; provided, however, that the amount of water delivered to the South Platte River from the Barlow Well 1264 and the Kula Well 7031 (which water travels in a dirt ditch to reach the South Platte River) will be measured both at the pump and at the point of delivery to the South Platte River and the amount of that water that does not reach the point of delivery will be deemed recharge. An accounting form substantially in the form set forth in Exhibit B (which form is currently being used by FMRICO) will be used to calculate monthly the total effect on the South Platte River of well depletions, recharge credits and augmentation releases using the SDF method. The accounting form may be modified from time to time at the request of, or with the approval of, the Division Engineer. Names and addresses of owners of land on which structures are located: Great Western Well No. 014000-F: Western Sugar Cooperative, 7555 E. Hampden Avenue, Suite 600, Denver, CO 80231. Western Sugar/Fort Morgan Well: Western Sugar Cooperative, 7555 E. Hampden Avenue, Suite 600, Denver, CO 80231; Barlow Well 1264 (aka Kula Well): Bob Kula, P.O. Box 668, Fort Morgan, CO 80701; Kula Well 7031 (aka Kula-Bath Well): Bob Kula, P.O. Box 668, Fort Morgan, CO 80701, and Keith Bath, 16134 Road 23, Fort Morgan, CO 80701; DT West Well and DT East Well: DT Ranch, c/o Inverness Properties LLC, 2 Inverness Drive East, Suite 200, Englewood, CO 80112. (16 pages plus exhibits) 2004CW073 Robert M. Espinosa and Deborah M. Carbone, 7542 Red Fox Drive, Evergreen, Colorado 80439, 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 RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHT: 1. Name of Well and Permit, Registration or Denial Number: Espinosa Well No. 1

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(Unpermitted). 2. Legal Description of the Well: The Well is located in the NW 1/4 NE 1/4 of Section 35, Township 5 South, Range 71 West, 6th P.M., Jefferson County, Colorado, at a point approximately 20 feet South of the North Section line and 1,900 feet West of the East Section line of said Section 35. 3.A. Source of Water: Ground water which is tributary to North Turkey Creek, Turkey Creek and the South Platte River. 3.B. Depth of Well: 250 feet, approximate. Date of Appropriation: Unknown, it is assumed that the well was constructed prior to 1965. 4.B. How Appropriation was Initiated: Construction of the well. 4.C. Date Water Applied to Beneficial Use: Unknown, it is assumed that water was beneficially used prior to 1965. 5. Amount Claimed: 4 gallon per minute, Absolute, and 11 gallons per minute, Conditional. 6. Uses: The watering of livestock and domestic animals and usage for sanitary purposes inside a stable. 7. Names and Address of Owners of Land on which the Well is Located: Robert M. Espinosa and Deborah M. Carbone, as described above. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: Espinosa Well No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. The predecessors in interest of Robert M. Espinosa and Deborah M. Carbone ("Espinosa and Carbone"), have entered into a contract with North Fork Associates, LLC to purchase 1.6 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 1.6 shares represent the right to receive 0.050 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Priority MMRC Date No. Source Amount Entitlement April 15, 1868 21 Turkey Creek 10.75 cfs 0.2072 cfs March 16, 1869 23 Bear Creek 7.94 cfs 0.1530 cfs May 1, 1871 25 Bear Creek 25.54 cfs 0.4923 cfs March 1, 1882 30 Bear Creek 12.87 cfs 0.2481 cfs

The Bear Creek headgate of the Harriman Ditch is located on the South bank of Bear Creek in the NE 1/4 NE 1/4, Section 2, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado. The Turkey Creek headgate of the Harriman Ditch is located on the South bank of Turkey Creek near the Southwest corner of Section 6, Township 5 South, Range 69 West, 6th P.M., Jefferson County, Colorado. The Ditch was originally decreed for irrigation, livestock watering, domestic and municipal purposes. ii. Warrior Ditch. 2.0 shares of the 160 shares of capital stock (1.25%), issued and outstanding in the Warrior Ditch Company. Said Company owns direct flow water rights decreed to the Warrior Ditch. Pursuant to the Decree entered in Civil Action No. 6832 on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Priority MMRC Date No. Source Amount Entitlement December 1, 1861 4 Bear Creek 12.33 cfs 0.1541 cfs April 16, 1862 8 Turkey Creek 2.86 cfs 0.0358 cfs October 31, 1864 14 Bear Creek 25.47 cfs 0.3184 cfs April 1, 1865 16 Bear Creek 11.49 cfs 0.1436 cfs

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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. Espinosa and Carbone own a parcel of property consisting of approximately 12 acres that is located in the N 1/2 NE 1/4 of Section 35, Township 5 South, Range 71 West, 6th P.M., Jefferson County, Colorado. b. Located on the property is a single family residence and a small stable. Water for the residence is provided from a well that was permitted pursuant to C.R.S. 37-92-306 and is exempt from administration. Water for the stable is obtained from the Espinosa Well No. 1. Espinosa and Carbone desire to augment depletions from the Espinosa Well No. 1 so that it can be operated on a year around basis outside of the priority system. c. A total of four horses or equivalent livestock may be boarded on site and served by the Espinosa Well No. 1. In addition, water from the Well is used for sanitary purposes inside the stable where the horses are boarded. Wastewater from all in-building uses of water at the stable is treated utilizing a non-evaporative septic system with a soil absorption leach field. Return flows are to North Turkey Creek. Water requirements for horses are assumed to be 10 gallons per animal per day. Water used inside the stable will be no more than 50 gallons per day. The total volume of water to be diverted from the Espinosa Well No. 1 is projected to be no more than 0.101 of an acre foot per year. d. Depletions associated with water which is used inside the stable will be based on a ten percent (10%) consumption factor. All of the water supplied to horses is assumed to be consumed. Maximum stream depletions are not anticipated to exceed 0.050 of an acre foot per year. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. During those times when the exchange decreed in Case No. 2001CW293 can be operated, depletions to North Turkey Creek, Turkey Creek and points

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downstream will be augmented by either continuously leaving a portion of MMRC's direct flow water rights in the stream or periodically releasing water stored in the Soda Lakes Reservoirs. During times when such an exchange cannot be operated, depletions will primarily be augmented by periodically releasing water from Meadowview Reservoir. g. Since the point of depletion associated with water use from the Espinosa Well No. 1 is to North Turkey Creek within one of the exchange reaches described in the Decree entered in Case No. 2003CW293, no separate exchange priority is required for the operation of this augmentation plan. 4. Names and Addresses of Owners of Land on which Structures are Located: a. Harriman Ditch and Warrior Ditch: Harriman Ditch Company, c/o Jerry Foster, 1600 West 12th Avenue, Denver, Colorado 80204-3412. b. Soda Lakes Reservoir Nos. 1 and 2: Soda Lakes Reservoir and Mineral Water Company, c/o Jerry Foster, 1600 West 12th Avenue, Denver, Colorado 80204-3412. c. Meadowview Reservoir: Evergreen Memorial Park, Inc., 26624 North Turkey Creek Road, Evergreen, Colorado 80439. d. Structures described in Paragraph No. 1: Robert M. Espinosa and Deborah M. Carbone, as above described. WHEREFORE, Espinosa and Carbone request 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. Espinosa and Carbone also request a determination that the Espinosa Well No. 1 can be operated to water horses and supply the sanitary needs inside their stable without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. Espinosa and Carbone further request the entry of an Order directing the State Engineer to issue a permit for the Espinosa Well No. 1. (7 pages). 2004CW74 Joe Kinlaw and Angelia Kinlaw, 3170 Cathedral Spires, Colorado Springs, Colorado 80904 C/O Kim R. Lawrence, LIND, LAWRENCE & OTTENHOFF, LLP, 1011 11th Avenue, Greeley, CO, 80631, (970)356-9160. APPLICATION FOR UNDERGROUND WATER RIGHTS in TELLER COUNTY. 2. Name of Structure: Kinlaw Well m 230163. 3. In the SW¼ NW¼, Section 14, Township 12 South, Range 69 West of the 6th P.M., Teller County, Colorado, approximately 1400 feet south and 600 east west from the Northeast corner of said section. 4. Source: Groundwater tributary to Trout Creek. 5. Depth: 560 feet. 6. Date of Appropriation: October 30, 2000. 7. How Appropriation Was Initiated: Application for well permit. 8. Amount Claimed: 15 gpm. absolute. 9. Use: Fire protection, household use inside up to 3 dwellings, irrigation of up to 1 acre of lawns and gardens and watering of domestic animals, pursuant to §37-92-602(3)(b)(II)(A), C.R.S., on a tract of 35 acres being Lot 9, Majestic Park division of land, Teller County. 10. Name and Address of Owners of Structures: Applicants. 2004CW75 MONUMENT HILL CHURCH, SBC, 1. 10686 South Spruce Mountain Road Larkspur, Colorado 80118 (303) 829-0261, All correspondence to: Petrock & Fendel, P.C., Scott M. Huyler, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702, APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY 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 Dawson and nontributary Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 35 acres of land, located in part of the SW1/4 of Section 3, T10S, R67W of the 6th P.M., as described and shown on Attachment A hereto ("Subject Property"). 4.Source of Water Rights: The source of the groundwater to be withdrawn from the 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 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

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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, including an existing well completed into the Dawson aquifer as permitted in Well Permit No. 161921 which will be re-permitted to operate pursuant to the augmentation plan requested below. Applicant waives any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following annual amounts are representative of the Dawson, Denver Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property: Saturated Annual Aquifer Thickness Amount Dawson 190 feet 13 acre-feet Denver 509 feet 30 acre-feet Arapahoe 368 feet 21 acre-feet Laramie-Fox Hills 193 feet 10 acre-feet 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, which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicant’s well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicant will use all water withdrawn from the subject aquifers for domestic, industrial, commercial, irrigation, livestock watering, recreational, fish and wildlife, fire protection, and augmentation purposes, including storage. 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: Approximately 6 acre-feet per year of Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B.Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water.C.Statement of plan for augmentation: Applicant will use the Dawson aquifer groundwater through the existing well and new wells, if necessary, at rates of flow necessary to withdraw the amount requested herein. The water will be used for commercial use in a church, inhouse use in one single family residence, and irrigation use, including storage. It is estimated that commerical use in the church will require approximately 3 acre-feet per year, inhouse use in one single family residence will require 0.3 acre-feet per year, and irrigation of approximately one acre will require 2.7 acre-feet per year. Applicant reserves the right to amend these amounts and values without amending or republishing this application. Sewage treatment for inhouse use will be provided by a non-evaporative septic system. Consumptive use associated with commercial and 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. Before any other type of sewage treatment is proposed in the future, including incorporation of the lots into a central sewage collection and treatment system, Applicant, or successors and assigns, will amend this decree prior to such change and thereby provide notice of the proposed change to other water users by publication procedures required by then existing law. During pumping Applicant will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicant estimates that depletions may occur to the West Plum Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an equal amount of nontributary groundwater underlying the Subject Property to meet augmentation requirements.10.Remarks:A.Applicant claims the right to withdraw more than the average annual

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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 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.WHEREFORE, Applicant prays that this Court enter a Decree:11. Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; 2.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 Dawson aquifer is not nontributary and groundwater in the Denver, Arapahoe, and Laramie-Fox Hills aquifers is nontributary groundwater; C. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater and the plan for augmentation proposed herein; FURTHER, Applicant prays that this Court grant such other relief as seems proper in the premises. 2004CW76 HIDDEN VILLAGE LOT OWNERS, BEING MICHAEL AND KELLY BARE, ET AL., Applicants, IN DOUGLAS COUNTY. 1.Name, address and telephone number of Applicants: Hidden Village Lot Owners, being Michael and Kelly Bare, et al. c/o 6837 N. Village Road Parker, CO 80134 (303) 805-1119 through PETROCK & FENDEL, P.C., 700 17th Street, Suite 1800, Denver, CO 80202 (303) 534-0702 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS1. The names and legal descriptions of the land owned by the Applicants herein are 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 is approximately 186.1 acres of land, associated with approximately 40 residential lots or tracts located within the boundaries of Hidden Village Subdivision Filings 1 through 6, as generally located in parts of Sections 6, 7, and 8, Township 7 South, Range 65 West of the 6th P.M., as shown on Attachment B hereto. The specific lots and associated acreage owned by each Applicant are more particularly described on Attachment A hereto, and Applicants will own a pro-rata interest in the total amount of groundwater requested herein underlying their respective lots or tracts. Applicants reserve the right to add lots in the Hidden Village filings to this application without the necessity of amending or republishing this application. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to §37-90-137(4), C.R.S.4.Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in §37-90-103(10.5), C.R.S. 5.Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property.Applicants will not claim any Lower Dawson aquifer groundwater underlying any lots or tracts which may be located with the circle of prior appropriation of Well Permit No. 17933-F. Saturated Estimated Aquifer Thickness/ Annual Amount Lower Dawson 96 feet 36 acre-feet Denver 253 feet 80 acre-feet Arapahoe 145 feet 46 acre-feet Laramie-Fox Hills 194 feet 54 acre-feet

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The average annual amounts available for withdrawal from the subject aquifers will depend on the hydrogeology and the legal entitlement of the Applicants and represents a claim to all nontributary groundwater underlying the Subject Property, except for any groundwater associated with exempt wells located on the lots. 6.Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below their respective lots and tracts, through wells or any additional wells which may be completed in the future, as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with §37-90-137(10), C.R.S. Applicants may also withdraw nontributary water requested herein in combination with the same types of water which are located underlying adjacent properties in the Hidden Village filings as decreed in Case 2001CW231 and Case No. 2002CW214, through wells located on the Subject Property or wells located on the adjacent land.7. Proposed Use: The water will be used for domestic, industrial, commercial, irrigation, livestock watering, recreational, fire protection, fish and wildlife, and augmentation purposes, including storage.8.Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to §§37-92-302(2) and 37-90-137(6), C.R.S.9. Remarks:A.Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7.B.Although Applicants have estimated the amounts of water available for withdrawal from the subject aquifers based on estimates of relative values for specific yield and saturated thicknesses, 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: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.Applicants have complied with §37-90-137(4), C.R.S., and water is legally available for withdrawal by the wells proposed herein; andB.The groundwater requested herein is nontributary groundwater; andC.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, Applicants pray that this Court grant such other relief as it deems proper in the premises. 2004CW77 MICHAEL PLANTE, 31474 Upper Bear Creek Road, Evergreen, CO 80439, (303) 670-9700 (David A. Bailey, Carver Kirchhoff Schwarz McNab & Bailey, LLC, 1600 Stout Street, Suite 1700, Denver, CO 80202, (303) 893-1815. Please direct all inquiries, correspondence and pleadings regarding this matter to the counsel for Applicant.). APPLICATION FOR WATER RIGHT, IN JEFFERSON COUNTY. Name and description of water right: Swiss Haven Water Right No. 1, the point of diversion of which is located in the NE¼SW¼, Section 5, T. 5 S., R. 71 W., 6th P.M., approximately 2100 feet from the South Section Line of said Section 5 and 2600 feet from the West Section Line of said Section 5. The source of the water right is Upper Bear Creek. The amount claimed is 5.0 cfs absolute. The date of appropriation claimed herein is April 29, 1933, which is the date set forth on certain construction documents for the diversion structure. The water right will be used for fish and wildlife propagation, aesthetic purposes, power production and as an amenity to a residential property known as “Swiss Haven” located on the same property. The use of water is off-channel and nonconsumptive. Name and address of owners of the land on which the structure will be located and upon which water is or will be placed to beneficial use: Applicant. Remarks: Water has been and is diverted from Upper Bear Creek at the location described above and proceeds down an approximately 150 foot long channel through the residential property at which point a portion of the water is returned to the

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stream. The remainder of the water continues down the channel through a water wheel after which it is also returned to the stream. WHEREFORE, Applicants requests that the Court enter a decree adjudicating the Swiss Haven Water Right No. 1 as more particularly described above. 2004CW78. THE CITIES OF THORNTON, WESTMINSTER, NORTHGLENN, THE COORS BREWING COMPANY AND THE FARMERS RESERVOIR AND IRRIGATION COMPANY. APPLICATION FOR WATER RIGHTS IN JEFFERSON AND ADAMS COUNTY. 1. Co-Applicants: Farmers Reservoir and Irrigation Company, 80 South 27th Avenue, Brighton, Colorado 80601, (303)659-7373; City of Thornton, Colorado, 12450 Washington Street, Thornton, Colorado (303) 538-7360; City of Westminster, Water Resources Treatment Division, 4800 West 92nd Avenue, Westminster, Colorado 80031 (303) 430-2400; City of Northglenn, 11701 Community Center Drive, Northglenn, Colorado 80233 (303) 451-8236; Coors Brewing Company, Water Resources Department, Golden, Colorado 80401 (303) 277-2028; (Evan D. Ela, Collins Cockrel & Cole, P.C., 390 Union Boulevard, Suite 400, Denver, Colorado 80228 (303) 986-1551). 2. Name of Structures/Exchanges: Lower Clear Creek Ditch (a.k.a. the Clear Creek and Platte River Ditch), West Gravel Lakes, Brannan Lake, Croke Canal, Standley Lake, Farmers High Line Canal, Kershaw Ditch, Jim Baker Reservoir (f.k.a. Happe Ponds), Sheets Lake, Agricultural Ditch, Wannamaker Ditch, Rocky Mountain Ditch, and Coors Industries Ditch Alternate Point of Diversion No. 3. The named structures are utilized in the exercise of one or more of the four decreed appropriative rights of exchange: West Gravel – Standley Lakes Exchange; Happe Ponds – Sheets Lake – Standley Lake Exchange; Brannan – Standley Lakes Exchange; and Coors Guarantee Exchange. 3. Description of Conditional Water Rights: The conditional water exchange rights for which findings of perfection and continued diligence are sought were originally decreed by the Division 1 Water Court in Case No. 88CW268 on July 20, 1990, with common appropriation dates of August 26, 1985. Portions of the conditional water rights were made absolute by decree in Case No. 96CW156, Water Division 1, with the balance of the conditional water exchange rights continued by findings of reasonable diligence. The four water exchange rights are more specifically described as follows: 3.1. West Gravel – Standley Lakes Exchange. Water stored in West Gravel Lakes, located in Sections 25 and 26, Township 2 South, Range 68 West of the 6th P.M., in Adams County, Colorado, during the Croke Season by virtue of the Standley Lake first alternate place of storage decreed in Case No. 88CW268 is released by pumped withdrawal or bookover to effect diversions by exchange as follows: 3.1.1. Exchange Points of Diversion. 3.1.1.1. The headgate of the Croke Canal (“Croke Canal Headgate”), located on the north bank of Clear Creek in the NW/4 of the NE/4 of Section 26, Township 3 South, Range 70 West of the 6th P.M., in Jefferson County, Colorado, for delivery to Standley Lake; or 3.1.1.2. The headgate of the Farmers High Line Canal (“Farmers High Line Headgate”), located on the north bank of Clear Creek in the NE/4 of the SW/4 of Section 27, Township 3 South, Range 70 West of the 6th P.M., in Jefferson County, Colorado, for delivery to Standley Lake; or 3.1.1.3. The headgate of the Kershaw Ditch (“Kershaw Ditch Headgate”), located on the north bank of Clear Creek in the NE/4 of the NW/4 of Section 18, Township 3 South, Range 68 West of the 6th P.M., in Jefferson County, Colorado, for delivery to Jim Baker Reservoir, Sheets Lake or into the Westminster water supply system. 3.1.2. Location of Points of Release of Substitute Supplies. 3.1.2.1. The South Platte River at the point of discharge from the West Gravel Lakes located near the center of the W/2 of the NW/4 of Section 30, Township 2 South, Range 67 West, of the 6th P.M., in Adams County, Colorado, a.k.a. the point of confluence of Hoffman Gulch and the South Platte River; or 3.1.2.2. The Lower Clear Creek Ditch (“LCCD”), the point of diversion of which is located on the north bank of Clear Creek at a point 1,400 feet west and 1,200 feet north of the SE corner of Section 4, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, through either of two methods: 3.1.2.2.1. Subject to the provisions of the decree in Case No. 81CW448, water in

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West Gravel Lakes may be removed from an account not exclusively owned by Thornton and placed in Thornton’s account in place of Clear Creek water that would otherwise be diverted by exercise of Thornton’s shares in the LCCD (book-over exchange); or 3.1.2.2.2. Water in West Gravel Lakes may be removed from an account not exclusively owned by Thornton and pumped to the LCCD at a point located in the N/2 of Section 25, Township 2 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, in place of Clear Creek water that would otherwise be diverted by exercise of shares owned by LCCD shareholders other than Thornton (ditch exchange). 3.1.2.2.3. Either method may satisfy a portion of the demand of the LCCD and in turn will cause a reduction in its diversions from Clear Creek. An equal amount of water may then be diverted by exchange at the exchange diversion points. The intra-ditch exchange in the LCCD involving shares not owned by Co-applicants shall not operate to burden or otherwise limit future changes in use of water rights of such shares. Nothing under this Application shall require the LCCD or its shareholders who are not Co-applicants to take delivery, or call for delivery of their water entitlements below the exchange point of discharge to the LCCD. The need for water and the beneficial use of water by the LCCD stockholders below the discharge point shall be exclusively determined by the LCCD and its stockholders served thereby. 3.1.3. Amount. 3,980 ac-ft maximum per year; 1,452 ac-ft at the rate of 25 cfs to the South Platte River and 22 cfs to the LCCD, ABSOLUTE; 2,528 ac-ft at the rate of 25 cfs to the South Platte River and 27.5 cfs to the LCCD, CONDITIONAL. 3.2. Happe Ponds – Sheets Lake – Standley Lake Exchange. Water stored in Jim Baker Reservoir during the Croke Season by virtue of the Standley Lake second alternate place of storage decreed in Case No. 88CW268 or in Sheets Ponds by virtue of the Standley Lake third alternate place of storage decreed in Case No. 88CW268, is released to Clear Creek to effect diversions by exchange as follows: 3.2.1. Exchange Points of Diversion. 3.2.1.1. The Croke Canal Headgate, located as described in paragraph 3.1.1.1 above, for delivery to Standley Lake; or 3.2.1.2. The Farmers High Line Headgate, located as described in paragraph 3.1.1.2 above, for delivery to Standley Lake. 3.2.2. Location of Points of Release of Substitute Supplies. 3.2.2.1. Little Dry Creek, at the point of discharge from Jim Baker Reservoir located in the S/2 of the NE/4 and the N/2 of the SE/4 of Section 7, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, as well as at the point of confluence of Little Dry Creek and Clear Creek in Section 9, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, approximately 945 feet south of the north section line and 1,105 feet east of the west section line of said section; or 3.2.2.2. Clear Creek, at the point of discharge from Sheets Ponds, located in the fractional parts of the NW/4 of the NW/4 of the NE/4 of Section 18, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, to Clear Creek at a point on the north bank in the NE/4 of the SW/4 of Section 8, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, approximately 1,970 feet east of the west section line and 2,285 feet north of the south section line of said section. 3.2.3. Amount. 834 ac-ft maximum per year; at the rate of 25 cfs, CONDITIONAL. 3.3. Brannan – Standley Lakes Exchange. Water stored in Brannan Lake during the Croke Season by virtue of the Standley Lake fourth alternate place of storage decreed in Case No. 88CW268 is released by pumped withdrawal to effect diversions by exchange as follows: 3.3.1. Exchange Points of Diversion. 3.3.1.1. The Croke Canal Headgate, located as described in paragraph 3.1.1.1 above, for delivery to Standley Lake; or 3.3.1.2. The Farmers High Line Headgate, located as described in paragraph 3.1.1.2 above, for delivery to Standley Lake. 3.3.2. Location of Points of Release of Substitute Supplies. 3.3.2.1. The South Platte River at the points described in paragraph 3.1.2.1 above; or 3.3.2.2. Clear Creek at a point on the north bank of Clear Creek in the NE/4 of Section 2, Township 3 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, approximately one-mile upstream from the point of confluence of Clear Creek and the South Platte River; or 3.3.2.3. The LCCD, the point of diversion for which is described in paragraph 3.1.2.2 above, by pumping water in Brannan Lake into the LCCD at a point located in the NW/4 of Section 35, Township 2 South, Range 68 West, of the 6th P.M., in Adams County, Colorado, in place of Clear Creek water that would otherwise be diverted by exercise of shares owned by LCCD

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shareholders other than Thornton (ditch exchange). 3.3.3. Amount. 1,500 ac-ft maximum per year; at the rate of 74.5 cfs (49.5 cfs to the LCCD and 25 cfs to Clear Creek and/or the South Platte River), CONDITIONAL. 3.4. Coors Guarantee Exchange. Water stored to Coors' account in West Gravel Lakes, located as described in paragraph 3.1 above, during the Croke Season in accordance with decrees issued in Case Nos. 88CW271 and 88CW272, Water Division 1, is released by pumped withdrawal or bookover to effect diversions by exchange as follows: 3.4.1. Exchange Points of Diversion. 3.4.1.1. The Agricultural Ditch, the point of diversion for which is located on the south bank of Clear Creek in the SW/4 of Section 27, Township 3 South, Range 70 West, of the 6th P.M., in Jefferson County, Colorado; or 3.4.1.2. The Farmers High Line Headgate, located as described in paragraph 3.1.1.2 above; or 3.4.1.3. The Wannamaker Ditch, the point of diversion for which is located on the north bank of Clear Creek in the NE/4 of Section 27, Township 3 South, Range 70 West, of the 6th P.M., in Jefferson County, Colorado whence the NE corner of said Section 27, bears North 38°17’17.5” East, 2,099.64 feet distant; or 3.4.1.4. The Rocky Mountain Ditch, the point of diversion for which is located on the south bank of Clear Creek, which is on the south side of the Croke Canal diversion dam in the NE/4 of the NE/4 of the NW/4 of Section 26, Township 3 South, Range 70 West, of the 6th P.M., in Jefferson County, Colorado, and which point bears South 18°12’25” West, a distance of 401.11 feet from the N/4 corner of said Section 26; or 3.4.1.5. Coors Industries Ditch Alternate Point of Diversion #3, the point of diversion for which is located on the south bank of Clear Creek in the SE/4 of Section 24, Township 3 South, Range 70 West, of the 6th P.M., in Jefferson County, Colorado whence the S/4 corner of said Section 24 bears South 47°51’47” West, a distance of 1,375.04 feet. 3.4.2. Location of Points of Release of Substitute Supplies. 3.4.2.1. The South Platte River at the point of discharge from the West Gravel Lakes located as described in 3.1.2.1 above; or 3.4.2.2. The Lower Clear Creek Ditch (“LCCD”), the point of diversion of which is located as described in paragraph 3.1.2.2 above, through either of two methods: 3.4.2.2.1. Subject to the provisions of the decree in Case No. 81CW448, Water Division 1, Coors Guarantee water stored in West Gravel Lakes may be removed from an account not exclusively owned by Thornton and placed in Thornton’s account in place of Clear Creek water that would otherwise be diverted by exercise of Thornton’s shares in the LCCD (book-over exchange); or 3.4.2.2.2. Coors Guarantee water stored in West Gravel Lakes may be removed from an account not exclusively owned by Thornton and pumped for release to the LCCD at a point located as described in paragraph 3.1.2.2.2 above, in place of Clear Creek water that would otherwise be diverted by exercise of shares owned by LCCD shareholders other than Thornton (ditch exchange). 3.4.2.2.3. Either method may satisfy a portion of the demand of the LCCD and in turn will cause a reduction in its diversions from Clear Creek. An equal amount of water may then be diverted by exchange at the exchange diversion points. The intra-ditch exchange in the LCCD involving shares not owned by Co-applicants shall not operate to burden or otherwise limit future changes in use of water rights of such shares. Nothing under this Application shall require the LCCD or its shareholders who are not Co-applicants to take delivery, or call for delivery of their water entitlements below the exchange point of discharge to the LCCD. The need for water and the beneficial use of water by the LCCD stockholders below the discharge point shall be exclusively determined by the LCCD and its stockholders served thereby. 3.4.3. Amount. 759 ac-ft maximum per year; at a maximum rate of flow of 99.5 cfs (49.5 cfs to the LCCD and 50 cfs to the South Platte River), CONDITIONAL. 4. Outline of work done during the diligence period toward completion, or for completion, of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: The following work was done, all or in part, for the water rights decreed in Case No. 88CW268, for related water rights decreed in Case Nos. 81CW448, 88CW271, and 88CW272, and in the further development of the Co-applicants’ integrated water supply systems and specific structures integral to the water rights decreed in Case No. 88CW268. 4.1. Thornton Integrated System Activities. During the relevant diligence period, Thornton has continued in the development and improvement of its Clear Creek water supply system including many of the structures used in the exercise of the subject exchange water rights, and the eventual treatment and

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use of the water produced by such rights. Costs incurred by Thornton totaled approximately $12,684,600. Specific projects and expenses are listed below:

4.1.1. East Gravel Lakes Pump Station $157,2564.1.2. East Gravel Lakes Fence 89,0194.1.3. Columbine Treatment Plant Clarifier Modifications

480,444

4.1.4. EGL and WGL Pretreatment 205,8004.1.5. EGL and WGL Pump Station Pretreatment Facilities

1,910,407

4.1.6. Standley Lake Pipeline Cathodic Protection

460,598

4.1.7. CTP/WGL Emergency Generators 2,183,2594.1.8. UV Disinfection of CTP and TTP 2,127,4284.1.9. Water Facility Security Upgrades 398,2864.1.10. LCC/Hoffman Gulch Project 9,0574.1.11. Columbine Treatment Plant Expansion 1,570,7304.1.12. Columbine Treatment Plant Staging Facility

1,141

4.1.13. Treated Water System Improvements 613,8784.1.14. Croke Canal Improvements 75,3934.1.15. Farmers Reservoir & Irrigation Co. –

Standley Lake Assessments

85,9054.1.16. Lower Clear Creek Ditch Company

Assessments 105,565

4.1.17. Colorado Agricultural Ditch Company Assessments

124,993

4.1.18. Farmers Highline Ditch Company Assessments

281,981

4.1.19. Farmers Highline Carriage Agreement Fees

1,040

4.1.20. Water Quality Sampling – Clear Creek System

241,140

4.1.21. Water Quality Sampling – West Gravel Lakes

701,592

4.1.22. Standley Lake Operating Committee 818,8384.1.23. Brannan Lake Lease 40,849

4.2. Westminster Integrated System Activities 4.2.1. During the diligence period, Westminster has continued the development of its Clear Creek Water Supply System. Activities have included, among other things, acquisition of additional interests in water on Clear Creek and its tributaries and the South Platte River, filing and prosecuting Water Court applications to incorporate said interests into the City’s Water Supply System, entering into contracts for the construction of additional storage vessels, entering into a carriage agreement to fill said vessels, rehabilitation of the Standley Lake dam and participation in numerous Water Court cases for purposes of protecting, maintaining and developing Westminster’s Water Supply System. Expenses associated with these activities have been incurred during the diligence period. 4.2.2. During the prior diligence period Westminster constructed Jim Baker Reservoir (f.k.a. Happe Ponds). Construction included completion of dredging of the lake, lining of the reservoir, and construction of appurtenant facilities, including inlet and outlet works, spillway and wetlands.

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The Reservoir was completed and dedicated in the spring of 1996. The total construction cost during the prior diligence period was approximately $3,500,000. During the current diligence period, Westminster has operated and maintained the Reservoir. Activities include, but are not limited to, monitoring lake levels, operating, maintaining and repairing inlet and outlet works, accounting and record keeping activities, wetlands monitoring and general reservoir maintenance activities. Operation and maintenance of the reservoir is an integral component of the conditional exchanges decreed in Case No. 88CW268. Operation and maintenance expenses have been incurred during the diligence period, including, but not limited to City staff time, expenses and outside consultant expenses. During the diligence period, Westminster has also paid funds in the form of ditch assessments to the Manhart Ditch Company, the Kershaw Ditch Company, the Farmers’ High Line Canal and Reservoir Company and FRICO. Said funds have been used, in part, to maintain the ditches necessary for operation of the conditional exchanges. 4.3 Coors Integrated System Activities. Coors owns and operates an integrated water system on Clear Creek of which the Coors Guarantee Exchange decreed in 88CW268, and a number of the structures identified therein for operation of the appropriative right of exchange, are integral features in its integrated water system. During this diligence period, Coors has continued the development of the conditional water rights which are an integral part of the water supply system developed by and for its use in the exchanges which are the subject of this Application. Coors has also been engaged in the legal defense and protection of said water rights, and has continued in the planning, design and exploration of the physical and business problems associated with the construction and use of the diversion facilities and water rights involved. Specific activities Coors has undertaken include: Rehabilitation of the St Mary's Dam (aka George R. Steuart Reservoir); Coors contributions to the Standley Lake spillway work and payment of Coors share of ditch assessments on the Farmers Highline, Church and Croke per the Cosmic Agreement and ditch costs to the Lower Clear Creek Ditch and Colorado Agricultural Ditch that deliver water to West Gravel Lakes; Maintenance and improvements to Coors' B-Lakes including installation of a limno system, stainless steel aeration lines, air compressor, housing and pipes; Maintenance and improvements to Coors' Underground Spring system including replacement of meters, pipes, upgrading and installation of new electrical wiring, and replacement of turbine pumps at Coors' Water Treatment Plant. Coors has also participated in a number of water cases adjudicating matters required for the production of water to be used in the exchanges, including; Case No. 96CW1117 (implementing a portion of the Cosmic Decree); Cases Nos. 98CW222 (diligence on Coors Jefferson Storage System); 98CW341 (a diligence application for the Idaho Springs Reservoir); 98CW419 (diligence on a portion of Coors Underground Springs); 99CW062 (diligence on an exchange decreed in Coors Augmentation Plan II); Case No. 99CW236, commonly referred to as the Coors Augmentation Plan III; and 04CW30 (diligence on 34 Coors Underground Springs). All of which water rights are part of Coors unified water system. Coors has also filed opposition to a number of water court applications to prevent injury to Coors' water rights, including those which are the subject of this Application. Coors has continuously operated its integrated water system, including use of the structures and water rights associated with this Application, in order to support its commercial operations. As pointed out above, Coors has expended substantial effort in the development of its overall unified system of which the rights identified in this Application are integral components. In addition to its substantial efforts, since March 12, 1998, Coors has expended in excess of $1,503,372.00 in continuing to develop and incorporate the facilities required to permit the exercise of the conditional right of exchange in the operation of Coors' unified water supply system. 4.4 Northglenn Integrated System Activities. The City of Northglenn, during the most recent diligence period, continued to exchange water within the West Gravel Lakes – Standley Lake exchange to the full extent that it was entitled to do so. Northglenn also participated in upgrading and improving infrastructure for its water delivery system by taking part in the Standley Lake renovation, which is discussed below. Northglenn’s expenditures in regard to such renovation project are approximately eight

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million dollars to date. Northglenn also contributes a portion of the maintenance and operational costs paid by the Standley Lake Operating Committee. Northglenn has continued to participate as an opposer in numerous cases filed with this Court by other entities, in part for the purpose of seeking to protect the quality of water within Standley Lake, to include the quality of the water stored therein by Northglenn’s operation under the West Gravel Lakes – Standley Lake exchange. These cases include those filed by the City of Central in 92CW168, the City of Black Hawk in 94CW036 and 92CW059, and the Town of Georgetown in 98CW439. Northglenn continues to measure water quality in Clear Creek and at Standley Lake, in conjunction with Westminster and Thornton, on a regular basis. Northglenn’s monitoring costs were over $170,000 for the period since 1998. Northglenn also monetarily supports water quality studies and efforts in Standley Lake through an intergovernmental agreement with Thornton and Westminster, in the amount of $12,000 for 2004 alone. The Northglenn water quality ordinance, passed by the Northglenn City Council, is enforced in the areas affecting the ditches and other water supply routes to the City’s water storage in Standley Lake. 4.5 Standley Lake Rehabilitation Project. During the diligence period, the Cities of Northglenn, Thornton and Westminster, along with FRICO, have participated in the Standley Lake Rehabilitation Project (the "Project"). The Project involves the construction of new outlet works, an enlarged spillway and additional downstream berms to enhance dam stability. In connection with the Project, the participants have incurred approximately $30,000,000 in engineering and construction costs associated with the Project, most of which were incurred during the diligence period. The conditional exchanges decreed in Case No. 88CW268 involve exchanging water to Standley Lake from the various downstream structures. As such, the rehabilitation of Standley Lake, and the expenses associated with the same, are directly related to conditional exchanges decreed in Case No. 88CW268. 4.6 Cosmic Operational Costs and Obligations. The original parties to the Clear Creek Water Quality Settlement Agreement entered into related agreements with the Lower Clear Creek Ditch Company and Colorado Agricultural Ditch Company to allocate additional costs incurred by those companies by the use of structures under their control in the operation of the alternate place of storage for Standley Lake and the subject exchange water rights. Costs paid by the parties to the ditch companies during the diligence period totaled $96,830. Costs incurred by Thornton in the operation of the subject exchange water rights including those paid by the other parties in reimbursement of Thornton’s costs, totaled $7,250 during the relevant diligence period. 5. Claims to make portions of the subject water rights absolute. 5.1. Dates and Amounts. The Co-applicants have exercised the subject water rights on multiple days at varying rates during the diligence period. The maximum exercise of certain components of the subject water rights are described below: 5.1.1. West Gravel – Standley Lakes Exchange 5.1.1.1. On June 15, 2002, the Co-applicants operated this exchange by diverting 32 cfs at the Farmers Highline Canal Headgate in exchange for a substitute supply provided to the LCCD at combined rates of 7 cfs (ditch exchange) and 25 cfs (book-over exchange), thus perfecting 10 cfs in addition to the 22 cfs confirmed absolute in Case No. 96CW156. 5.1.1.1.1. On June 15, 2002, the Co-applicants operated the LCCD book-over exchange component at a maximum rate of 25 cfs, thus perfecting 6 cfs in addition to the 19 cfs LCCD bookover exchange confirmed absolute in Case No. 96CW156. 5.1.1.1.2. On June 22, 2002, Co-applicants operated the LCCD ditch exchange component at a maximum rate of 12 cfs, thus perfecting 2 cfs in addition to the 10 cfs LCCD ditch exchange confirmed absolute in Case No. 96CW156. 5.1.1.2. The maximum volume of water exchanged in one year utilizing all components of the West Gravel – Standley Lakes Exchange occurred in 2002, totaling 1,799 ac-ft, thus perfecting 347 ac-ft in addition to the 1,452 ac-ft confirmed absolute in Case No. 96CW156. 5.1.2. Brannan – Standley Lakes Exchange. 5.1.2.1. On June 1, 2002, the Co-applicants operated this exchange by diverting 18 cfs at the Farmers High Line Canal Headgate in exchange for a pumped release of water from Brannan Lake to the LCCD thus perfecting 18 cfs of the total 74.5 cfs conditionally decreed. 5.1.2.2. The maximum volume of water exchanged in one year by exercise of the Brannan-Standley Lakes Exchange occurred in 2002, totaling 447 ac-ft, thus perfecting 447 ac-ft of the total 1,500 ac-ft conditionally decreed. 5.1.3.

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Coors Guarantee Exchange. 5.1.3.1. On July 18, 2003, the Co-applicants operated this exchange on behalf of Coors by diverting 3 cfs at the Farmers' High Line Canal Headgate in exchange for a bookover of water at the rate of 3 cfs, thus perfecting 3 cfs of the total 99.5 cfs conditionally decreed. 5.1.3.2. The maximum volume of water exchanged in one year by exercise of the Coors Guarantee Exchange occurred in 2003, totaling 59 ac-ft, thus perfecting 59 ac-ft of the 759 ac-ft conditionally decreed. 5.1.4. Cumulative Amount of the Subject Water Exchange Rights 5.1.4.1. The maximum cumulative volume of water exchanged in one year under the appropriative rights of exchange originally decreed in Case No. 88CW268 occurred in 2002, totaling 2,246 ac-ft, thus perfecting 794 ac-ft in addition to the 1,452 ac-ft confirmed absolute in Case No. 96CW156. The 2,246 ac-ft perfected to date equals approximately 56% of the 3,980 ac-ft conditionally decreed. 5.2. Description of place where water was applied to beneficial use. All water applied to beneficial use under the decree in Case No. 88CW268 was used within the respective Co-applicants’ water service areas for purposes consistent with each Co-applicant’s water system purposes. WHEREFORE, Co-applicants respectfully request a judgment and decree of this Court that: 1. The water exchange rights conditionally decreed in Case No. 88CW268 are made absolute in the amounts claimed in paragraph 5 above. 2. The Co-applicants have diligently pursued the completion of the portions of the water exchange rights decreed in Case No. 88CW268 that are not found by this Court to have not yet been perfected, and such portions of the subject water exchange rights shall be continued as a conditional water rights for another diligence period. 3. Such other relief as the Court deems proper. (6 pages) 04CW079, CITY OF THORNTON (“Thornton”), 12450 Washington Street, Thornton, Colorado 80241, Telephone: (303) 538-7360. William A. Hillhouse II, David F. Jankowski, David C. Taussig and Sarah A. Klahn, WHITE & JANKOWSKI, LLP, 511 Sixteenth Street, #500, Denver, Colorado 80202, Telephone: (303) 595-9441, Fax: (303) 825-5632, Email: billh@white-jankowski. APPLICATION FOR FINDING OF REASONABLE DILIGENCE, IN LARIMER, WELD, JEFFERSON AND ADAMS COUNTIES I. Name, address, and telephone number of Applicant: City of Thornton (“Thornton”),12450 Washington Street, Thornton, Colorado 80241, Telephone: (303) 538-7360. Please send all communications to the attorneys for the Applicant. II. Background A. On February 18, 1994, the Water Court for Water Division No. 1 ("Water Court") entered its original decree concerning Thornton's Northern Project. Thornton appealed and other parties cross-appealed. The Colorado Supreme Court ruled on appeal in the case of City of Thornton v. Bijou Irrigation Co., 926 P.2d 1 (Colo. 1996). B. On March 9, 1998, the Water Court entered its Findings of Fact, Conclusions of Law, Judgment and Decree on Remand (the “TNP Decree”) in Consolidated Cases No. 86CW401, 86CW402, 86CW403 and 87CW332. C. The TNP Decree adjudicated (1) conditional direct flow and storage water rights on the Cache la Poudre (“Poudre”) and South Platte Rivers with 1986 appropriation dates [Case No. 86CW403] and (2) conditional appropriative rights of exchange for the Poudre River exchange (“River Exchange”) [Case No. 86CW401] and for the Water Supply and Storage Company exchange (“Ditch Exchange”) [Case No. 86CW402]. The TNP Decree also adjudicated changes of water rights that Thornton owned in the Water Supply and Storage Company (“WSSC”) and the Jackson Ditch Company (“JDC”), and a plan for augmentation [Case No. 87CW332], which are not the subject of conditional decrees. Collectively, all of these components comprise Thornton’s Northern Water Supply Project (“Northern Project” or “TNP”). The TNP Decree found that: “the four Applications comprise interrelated and incremental components of a single system.” TNP Decree at ¶ 9. D. The TNP Decree recognized that the Northern Project would be built in stages. Phase I includes construction of a pipeline from the Cache la Poudre basin to Thornton (“TNP Pipeline”). The water supply for the pipeline will come from the changed shares in WSSC and JDC, the 1986 appropriations from the Poudre River and the River Exchange. Other components of the Northern Project are to be implemented later. E. The TNP Decree also recognized that “the dates upon which and the amounts in which Northern Project water will be delivered to Thornton may vary from time to time.” TNP Decree

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at ¶ 9.1. Consistent with this prediction, Thornton has not yet begun construction of the TNP Pipeline, in large part because under the Reality Checks in the TNP Decree, Thornton is required to use, treat and protect its other water sources. Thornton also has determined that it will be more economical to take its TNP water initially by exchange at facilities closer to the City, and it has been pursuing these exchanges diligently. See, e.g., Case Nos. 91CW126 and 96CW1116. Thornton plans to construct the TNP Pipeline and to deliver water by this means to Thornton when it approaches the limits of the supply that can be provided to the City by exchange. In the meantime, Thornton has proceeded to develop the TNP, including the absolute and conditionally-decreed portions thereof, with reasonable diligence, as shown by “the steady application of effort to complete the appropriation in a reasonably expedient and efficient manner under all the facts and circumstances.” C.R.S. § 37-92-301(4)(b). III. Names of structures and description of conditional water rights: Note: The water rights that are the subject of this application are described in more detail in the TNP Decree. This application does not necessarily repeat all information that appears in the TNP Decree, and Thornton hereby incorporates that decree, including its exhibits, by this reference. A. Thornton’s conditional water right appropriations (Case No. 86CW403). The TNP Decree awarded Thornton conditional water rights (the “1986 appropriations”) for municipal and other purposes, as described in ¶ 15.1 of the TNP Decree, with an appropriation date of December 31, 1986, at six points of diversion on the Cache la Poudre River, for the following amounts: 1. The Larimer County Canal – 450 c.f.s. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SW¼ SE¼ SW¼, Section 13, Township 8 North, Range 70 West, 6th P.M., Larimer County, Colorado, located approximately 600 feet North and 1540 feet East of the Southwest corner of said Section 13. 2. Thornton Pump Station No. 1 – 50 c.f.s. Point of Diversion: headgate located on the South bank of the Cache la Poudre River or a subsurface infiltration gallery located immediately South of the Cache la Poudre River in the SW¼ NE¼, Section 34, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 1982 feet South and 2349 feet West of the Northeast corner of said Section 34. 3. Thornton Pump Station No. 2 – 50 c.f.s. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ NE¼, Section 24, Township 6 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 117 feet West and 1226 feet North of the East one-quarter corner of said Section 24. 4. Jackson Ditch – 50 c.f.s. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ NW¼ SW¼, Section 30, Township 8 North, Range 69 West, 6th P.M., Larimer County, Colorado, located approximately 1770 feet North and 990 feet East of the Southwest corner of said Section 30. 5. New Cache la Poudre Canal, a/k/a Greeley No. 2 Canal – 50 c.f.s. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SW¼ SE¼ NE¼, Section 11, Township 6 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 2550 feet South and 1110 feet West of the Northeast corner of said Section 11. 6. Ogilvy Ditch – 125 c.f.s. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ SE¼ SW¼, Section 4, Township 5 North, Range 65 West, 6th P.M., Weld County, Colorado, located approximately 550 feet North and 2100 feet East of the Southwest corner of said Section 4. B. The TNP Decree also awarded Thornton conditional water rights for municipal purposes, with an appropriation date of December 31, 1986, at two points of diversion on the South Platte River, for the following amounts: 1. Patterson Ditch, Thornton Enlargement – 370 c.f.s. Point of Diversion: headgate located on the North bank of the South Platte River in the NE¼ Section 21, Township 5 North, Range 65 West, 6th P.M., Weld County, Colorado, located approximately 700 feet South and 200 feet West of the Northeast corner of said Section 21. 2. Thornton Pump Station No. 3 – 400 c.f.s. Point of Diversion: headgate located on the North bank of the South Platte River or a subsurface infiltration gallery located immediately North of the South Platte River in the SW¼ SW¼, Section 6, Township 5 North, Range 64 West, 6th P.M., Weld County, Colorado, located approximately 2088 feet South and 1123 feet East of the West one-quarter corner of said Section

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6. C. The conditionally-decreed water rights provide a partial water supply for the pipeline (“TNP Pipeline”) to Thornton and for meeting Thornton’s replacement obligations under the TNP Decree. They also may be used, particularly before the TNP Pipeline is built, to provide a substitute supply for exchanges to be made from the Poudre to Thornton’s facilities closer to the City, as described in Case No. 96CW1116. D. Thornton’s conditionally decreed rights of exchange: 1. The TNP Decree confirmed two conditional appropriative rights of exchange, each with an appropriation date of December 31, 1986 (collectively the “exchange rights”). (a) The Poudre River exchange (“River Exchange”) was decreed in Case No. 86CW401. This exchange allows diversions at nine locations on the Cache la Poudre River when exchange potential exists. Thornton may use the water so diverted as follows: (1) water can be diverted directly into the City's return pipeline(s) or stored for later introduction into the City's return pipeline(s) for the purpose of providing a substitute supply to the Larimer County Canal under the Water Supply and Storage Exchange, (2) water can be stored for later release to meet Thornton's obligations to the Poudre and South Platte Rivers, (3) water can be diverted directly to Thornton or be diverted and stored in the WSSC System for later delivery to Thornton or (4) water can be diverted to meet Thornton's obligations to other water users. (i) When exchange potential exists on the Cache la Poudre River above its confluence with the South Platte River, Thornton will provide substitute water to the South Platte River at its confluence with the Poudre River in exchange for the City's diversions of Poudre River water. (ii) Substitute supply water released by Thornton to the South Platte River under the Poudre River Exchange will be diverted by exchange at the following alternate Exchange Points of Diversion and in the maximum rate of flow available, up to the amounts listed below: (1) Larimer County Canal. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SW¼ SE¼ SW¼, Section 13, Township 8 North, Range 70 West, 6th P.M., Larimer County, Colorado, located approximately 600 feet North and 1540 feet East of the Southwest corner of said Section 13. Amount: 300 c.f.s. (2) Jackson Ditch. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ NW¼ SW¼, Section 30, Township 8 North, Range 69 West, 6th P.M., Larimer County, Colorado, located approximately 1770 feet North and 990 feet East of the Southwest corner of said Section 30. Amount: 50 c.f.s., conditional. (3) Thornton Pump Station No. 1. Point of Diversion: headgate located on the South bank of the Cache la Poudre River or a subsurface infiltration gallery located immediately South of the Cache la Poudre River in the SW¼ NE¼, Section 34, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 1982 feet South and 2349 feet West of the Northeast corner of said Section 34. Amount: 50 c.f.s. (4) New Cache la Poudre Canal, also known as Greeley No. 2 Canal. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SW¼ SE¼ NE¼, Section 11, Township 6 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 2550 feet South and 1110 feet West of the Northeast corner of said Section 11. Amount: 50 c.f.s. (5) Thornton Pump Station No. 2. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ NE¼, Section 24, Township 6 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 117 feet West and 1226 feet North of the East one-quarter corner of said Section 24. Amount: 50 c.f.s. (6) Larimer & Weld Irrigation Canal, a.k.a. the Eaton Ditch. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ SE¼ SW¼, Section 34, Township 8 North, Range 69 West, 6th P.M., Larimer County, Colorado, located approximately 460 feet North and 2150 feet East of the Southwest corner of said Section 34. Amount: 20 c.f.s. (7) Boxelder Ditch. Point of Diversion: headgate located on the South bank of the Cache la Poudre River in the SW¼ SE¼ NE¼, Section 20, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado, located approximately 2530 feet South and 1020 feet West of the Northeast corner of said Section 20. Amount: 50 c.f.s. (8) Fossil Creek Reservoir Inlet. Point of Diversion: headgate located on the South bank of the Cache la Poudre River in the NW¼ SW¼, Section 21, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado, located

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approximately 2550 feet North and 50 feet East of the Southwest corner of said Section 21. Amount: 50 c.f.s. (9) Ogilvy Ditch. Point of Diversion: headgate located on the North bank of the Cache la Poudre River in the SE¼ SE¼ SW¼, Section 4, Township 5 North, Range 65 West, 6th P.M., Weld County, Colorado, located approximately 550 feet North and 2100 feet East of the Southwest corner of said Section 4. Amount: 125 c.f.s. (iii) Substitution and Exchange Point. The point of Thornton's substitution or exchange on the South Platte will be at its confluence with the Cache la Poudre River, located in or near Section 6, Township 5 North, Range 64 West, Weld County. Thornton shall be entitled to convey water derived from the substitute supply sources down the South Platte River to the point of substitution and exchange. (b) The Water Supply and Storage Company ("WSSC") Exchange (“Ditch Exchange”) was decreed in Case No. 86CW402. This exchange, which will be exercised only in later phases of the project after the TNP Pipeline is built, allows Thornton to withdraw water from the Larimer County Canal or the Jackson Ditch, upon providing a like amount of water to these ditches. The Ditch Exchange will allow Thornton to use, by exchange, water diverted into these ditches to serve ditch company shareholders other than Thornton. The substitute supply for the Ditch Exchange may come from waters diverted by Thornton under the water rights that were conditionally decreed in Case No. 86CW403 or from the River Exchange decreed in Case No. 86CW401, or from other sources of substitute supply available to Thornton. (i) Substitution and Exchange Points. The points of substitution or exchange will be as follows: (1) Larimer County Canal Headgate. When unappropriated water or exchange potential is available, a substitute supply will be introduced to the Larimer County Canal by diversion at its headgate, under the water rights awarded to Thornton herein in 86CW401 or 86CW403. Said headgate is located on the North bank of the Cache la Poudre River in the SW¼ SE¼ SW¼, Section 13, Township 8 North, Range 70 West, 6th P.M., Larimer County, Colorado, located approximately 600 feet North and 1540 feet East of the Southwest corner of said Section 13. (2) Jackson Ditch Headgate. When unappropriated water or exchange potential is available, a substitute supply will be introduced to the WSSC System by diversion at the Jackson Ditch headgate, under the water rights confirmed and the exchanges approved herein in 86CW401 and 86CW403. Said headgate is located on the North bank of the Cache la Poudre River in the SE¼ NW¼ SW¼, Section 30, Township 8 North, Range 69 West, 6th P.M., Larimer County, Colorado, located approximately 1770 feet North and 990 feet East of the Southwest corner of said Section 30. (3) Larimer County Canal Points of Return. By discharge from Thornton's return pipelines, a substitute supply will be introduced directly into the Larimer County Canal at one or more of the following points: (A) During Phase II of the Northern Project, substitute supply will be introduced at one or both of the following points of return: (I) A point on the Larimer County Canal in Section 19, Township 8 North, Range 68 West, 6th P.M., Larimer County, Colorado, shown as Point B on Exhibit GG to the TNP Decree. (II) A point on the Larimer County Canal in Section 1, Township 7 North, Range 68 West, 6th P.M., Larimer County, Colorado, shown as Point C on Exhibit GG to the TNP Decree. (B) During Phase III of the Northern Project, substitute supply will be introduced at one or more of the foregoing points of return for Phase II as well as a point on the Larimer County Canal in Section 17, T7N, R67W, 6th P.M., Weld County, Colorado, shown as Point D on Exhibit GG to the TNP Decree. (C) For both Phase II and III, substitute supply may be provided at such other point as may be mutually agreed upon by Thornton and WSSC. (ii) Amount: 750 c.f.s., conditional. (iii) Delivery of Replacement Water or Substitute Supply. Thornton will make replacement of water to the Larimer County Canal as part of the operation of this "Ditch Exchange" by one or a combination of the following diversions or pump and pipeline arrangements: (1) Water from the South Platte to Larimer County Canal. Water will be diverted from the South Platte River by: (A) Pump Station #3, and transported via pipelines #3, #4 and #5 to points "B," "C" and "D" on the Larimer County Canal, as shown on Exhibit GG to the TNP Decree, based on diversions under Thornton's conditional water right at Pump Station No. 3 as confirmed herein in 86CW403, and from any source of water lawfully available for such use. (B) Patterson Ditch, from which water will be

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pumped from Pump Station #3A, through return pipelines #3A, #3, #4 and #5 to points "B," "C" and "D" on the Larimer County Canal, based on diversions under Thornton's conditional water right as confirmed herein in 86CW403, and from any source of water lawfully available for such use. (2) Water from the Poudre and South Platte to Larimer County Canal. Water will be diverted from the Poudre and South Platte Rivers by: (A) Ogilvy Ditch. Water will be diverted from the Poudre River at the headgate of the Ogilvy Ditch and will then be pumped out of the ditch through pipelines #3A, #3, #4 and #5 to points "B," "C" and "D" on the Larimer County Canal based on: (I) Diversions from the Poudre under Thornton's water right awarded herein in 86CW403 at the Ogilvy Ditch headgate at the rate decreed herein for this point of diversion. (II) Diversions by exchange, pursuant to the right approved in 86CW401 herein, of Poudre River water at the Ogilvy Ditch headgate, at the rate decreed herein for this point of diversion. (III) Diversions from any source of water lawfully available to Thornton for such use. (B) Thornton Pump Station #2, via pipelines to points "B," "C" and "D" on the Larimer County Canal based on diversion from the Poudre: (I) Under Thornton's conditional water rights awarded herein in 86CW403 at Thornton Pump Station #2 headgate, at the rate decreed herein for this point of diversion. (II) By exchange diversions, under the Poudre River Exchange approved in Case No. 86CW401, at the following points of diversion: a. Thornton Pump Station #2 at the rate decreed for this point of diversion. b. Boxelder Ditch at the rate decreed for this point of diversion, from which water is stored in Fossil Creek Reservoir and thereafter released to the Poudre River and rediverted and introduced to Pipeline #2 at Pump Station #2. c. Fossil Creek Reservoir Inlet Canal at the rate decreed for this point of diversion, from which water is stored in Fossil Creek Reservoir and thereafter released to the Poudre River and rediverted and introduced to Pipeline #2 at Pump Station #2. (III) From any source of water lawfully available to Thornton for such use. (C) Thornton Pump Station #1 via pipelines to points "B," "C" and "D" on the Larimer County Canal, based on: (I) Diversions from the Poudre under Thornton's conditional water rights awarded in 86CW403 at the Thornton Pump Station #1 at the rate decreed for this point of diversion. (II) By exchange pursuant to the Poudre River Exchange approved in 86CW401 at the rate decreed for this point of diversion. (III) From any source of water lawfully available to Thornton for such use. (D) Jackson Ditch which flows into Long Pond, a WSSC reservoir, based on diversions from one or more of the following water rights: (I) Under Thornton's conditional water right awarded herein in 86CW403 at the Jackson Ditch, at the rate decreed for this point of diversion. (II) By exchange pursuant to the Poudre River Exchange approved in 86CW401 at the Jackson Ditch headgate, at the rate decreed for this point of diversion. (E) Larimer County Canal: (I) Under Thornton's conditional water right awarded in 86CW403 at the Larimer County Canal headgate, at the rate decreed for this point of diversion. (II) By exchange pursuant to the Poudre River Exchange approved in 86CW401 at the Larimer County Canal headgate at the rate decreed for this point of diversion. (iv) The substitute supply for both the River Exchange and the Ditch Exchange may come from sources approved in the TNP Decree and from other Thornton water rights that are decreed for use by exchange or decreed as reusable, or from lawn irrigation return flows (“LIRFs”). (c) Thornton’s diversions at the foregoing points of diversion are subject to specified volumetric limitations, regardless of whether the water is diverted under Thornton’s conditional water rights (Case No. 86CW403) or diverted under Thornton’s rights of exchange. In addition, there are certain limitations on the total rate of flow that may be diverted at multiple locations. IV. Detailed outline of what has been done toward completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: A. Thornton has engaged in numerous diligence activities, including those listed in this application. However, the list is not intended to be exclusive, and Thornton reserves the right to present evidence of additional activities at trial. B. The components of Thornton’s Northern Project are integrated. 1. The TNP Decree at ¶ 9 found: "Consolidated for trial, the four Applications comprise interrelated and incremental components of a single system." 2. Thornton’s Northern Project is integrated with the rest of Thornton’s water system. In the

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course of considering Thornton's application for a decree for its South Platte gravel pit storage system ("SPGPS") in Case No. 91CW126, the Court determined that the gravel lakes, which also are both exchange to and exchange from points in Thornton's Case No. 96CW1116, are components of an integrated system. Although the SPGPS can presumably operate for other purposes if TNP is not completed, the water to be stored by the SPGPS is necessary for Thornton to realize the full potential of TNP and maximize the amount of water delivered to Thornton's municipal system. It is evident that the primary purpose of the SPGPS is to assist and enhance the operation of TNP. Further, TNP and the SPGPS are operationally interconnected. Finally, this integrated system, although large, is only one part of Thornton's larger municipal water service system. Thus, the court finds that the two components are part of an integrated system. Order re: Motions to Reconsider in Case No. 91CW126 at 7-8, April 12, 2002. The Reservoirs decreed herein comprise an integrated system, as that term is used in C.R.S. § 37-92-301(4)(b). The Reservoirs are also part of a larger integrated system that includes Thornton's Northern Project and its South Platte Gravel Pit Exchanges, as described in paragraphs 6.1 and 6.2 above, respectively. Findings of Fact, Conclusions of Law and Decree in Case No. 91CW126 at ¶ 12, September 16, 2002. C. Thornton's water supply comes from the South Platte River and its tributaries, principally Clear Creek and the Cache la Poudre. The components of Exhibit A to this application list Thornton's current portfolio of water rights. These include relatively senior direct flow and storage rights that have been changed from agricultural use, relatively junior direct flow and storage rights that Thornton has initiated, a variety of rights to divert or store water by exchange, and water provided to Thornton under contract. These are or have been supplemented by a short term supply of treated water from the Denver Water Department, reusable water from Denver and Aurora, and by changes of water rights, exchanges and an augmentation plan that are in process of being decreed. As described in the TNP Decree, Thornton initiated and has pursued the TNP because of the need to increase the supplies for Thornton's integrated municipal water system in view of the anticipated demands upon that system. D. Description of Thornton’s water system. 1. Upper Clear Creek System: Thornton diverts its portfolio of Upper Clear Creek water rights, described in Exhibit A-1, into Standley Lake Reservoir via the Croke Canal, the Farmers High Line Canal and the Church Ditch near Golden. Water is conveyed from Standley Lake Reservoir via the Standley Lake Pipeline to the Thornton Treatment Plant, where it is treated for distribution to Thornton’s customers. 2. Lower Clear Creek System: Thornton diverts its portfolio of Lower Clear Creek water rights, described in Exhibit A-2, into the lined West Gravel Lakes via the Lower Clear Creek Ditch and the Colorado Agricultural Ditch. The Columbine Treatment Plant ("CTP") is located adjacent to the West Gravel Lakes, and water is pumped to the CTP from the West Gravel Lakes, where it is treated for distribution to Thornton’s customers. 3. South Platte System: (a) Thornton diverts its portfolio of South Platte River water rights, described in Exhibit A-3, into the East Gravel Lakes (including North and South Dahlia) via the Burlington Canal. Water is then pumped from the East Gravel Lakes into the West Gravel Lakes, or directly to the CTP where it is treated for distribution to Thornton’s customers. Water from the East Gravel Lakes also can be pumped to the Thornton Treatment Plant for treatment and distribution. (b) Thornton's gravel lakes, decreed in Case No. 91CW126, are part of Thornton's South Platte System. Thornton can store its reusable water in these facilities, can store under their own relatively junior priorities, or will store there by exchange. Thornton then can take the water to its treatment plants by pumping or exchange. 4. Poudre River System: (a) Thornton's portfolio of Cache la Poudre water rights is described in Exhibit A-4. (b) As described in more detail elsewhere in this application, Thornton plans initially to use its TNP water rights by exchange. The TNP water rights will be released to the Cache la Poudre as substitute supply and Thornton will divert by exchange at the gravel lakes and elsewhere. See Case No. 96CW1116. (c) Thornton’s Northern Project is designed to operate in three phases in addition to the exchanges described in Case No. 96CW1116. (i) Phase I of TNP includes a pipeline extending from the WSSC system to Thornton. The raw water supply for Phase I is

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derived from Thornton’s 283.354 Water Supply and Storage Company (WSSC) shares and 1.25 Jackson Ditch shares, Case. No. 87CW332. Raw water can also be supplied from Thornton’s junior conditional water rights (86CW403) and by exchange from the confluence of the South Platte and Cache la Poudre rivers up to the WSSC and Jackson Ditch headgates (86CW401). (ii) Phase II of TNP will implement the Ditch Exchange (86CW402). Phase II includes the delivery of raw water to Thornton derived from Phase I operations and the Ditch Exchange. Phase II also includes facilities and operations to return a substitute supply to the WSSC system to complete the Ditch Exchange. (iii) Phase III involves an expanded ditch exchange in contrast to the partial ditch exchange in Phase II. Thornton will return its WSSC shares to irrigation and exchange using these and other shareholders' WSSC shares. The yield will be delivered to Thornton, which will then return an equivalent amount of substitute supply. 5. Thornton's system, including all components described above, is integrated, and work on one part of Thornton's system reflects diligence on the perfection of its TNP rights. E. Thornton has engaged in the steady application of effort to complete the appropriations in a reasonably expedient and efficient manner under all the facts and circumstances. Between the entry of the original Water Court Decree and the entry of the TNP Decree on remand, Thornton spent money in pursuing the appeal and the subsequent remand. During this same period, Thornton also made other expenditures to further the Northern Project. F. The City has engaged in the following activities and made the following expenditures related to the TNP during the period between the entry of the TNP Decree on March 9, 1998 and the date of filing this application: 1. Project Specific Activities (work on features of the project). (a) The TNP Decree required Thornton to develop and to adjudicate sources of substitute supply as a pre-condition to exercising the exchange water rights decreed in the TNP Decree. In order to develop and permit the use of its substitute supplies, Thornton has taken the following actions during the diligence period: (i) Gravel Pits Decree – Case No. 91CW126. (1) During 2002, Thornton was awarded conditional water rights for 12 gravel lakes. The decree contains the following language at ¶ 6.1: At times, the water captured and stored pursuant to these appropriations will be withdrawn from some of the reservoirs for direct use, or released to the South Platte, and conveyed downstream to: a] the confluence of the Cache la Poudre and South Platte Rivers, from which point it will be exchanged up the Poudre River and re-diverted, or; b] the Patterson Ditch and Thornton Pump Station 3A, or the South Platte River diversion for Thornton Pump Station 3, from which point the water will be re-diverted and delivered to the ditch system of the Water Supply and Storage Company. In either event, the water so released and re-diverted will be used as permitted by Thornton's "Northern Project" decree in Consolidated Cases No. 86CW401, 86CW402, 86CW403 and 87CW332 (the "Northern Project Decree"). (2) Paragraph 6.2 of the Gravel Pits Decree contains the following language: At times, the water stored pursuant to these appropriations will be released to the South Platte, and exchanged back upstream to Thornton's points of diversion on the South Platte River and Clear Creek. These exchanges are included in Thornton's application in Case No. 96CW1116, pending in the Division 1 Water Court at the time of this decree. (3) Thornton spent approximately $700,000 in attorneys' and consultants' fees and expenses in obtaining this decree. (ii) Acquisition of interests in gravel pits. (1) Thornton purchased the North Dahlia Pit on December 14, 2000 (Purchase Agreement-North Dahlia Property, December 11, 2000). (2) Thornton acquired options on the following gravel pits: Cooley West, December 11, 2000 (Option and Purchase Agreement, West Cooley Property). (A) Cooley East, December 11, 2000 (Option and Purchase Agreement, East Cooley Property). (B) Hammer Pit, December 11, 2000 (Option and Purchase Agreement, Hammer Pit Property). (C) Rogers Pit, December 11, 2000 (Option and Purchase Agreement, Rogers Pit Property). (3) Thornton acquired a right of first refusal for the Doeringsfeld Pit on November 6, 2001. (4) Thornton obtained title to n the Fort Lupton Pit property on August 28, 2001. (5) Thornton obtained title to the Sprat-Platte property in Case No. 98CV778, District Court, Adams County Colorado, May 2, 2001; Order May 14, 2001. (6) Thornton spent approximately $15,566,000 during the diligence period to acquire interests in

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these facilities. These gravel pits are expected to provide the City with approximately 28,600 acre-feet of storage (decreed storage in 91CW126). (iii) Acquisition of carriage rights in ditches. (1) Prior to the entry of the TNP Decree Thornton had acquired carriage rights in the following ditches that will supply water to the gravel lakes: (A) Lower Clear Creek Ditch Company and Colorado Agricultural Ditch Company Carriage Agreement – October 11, 1990. (B) Burlington Canal Carriage Agreement – September 24, 1981. (C) The Patterson Ditch – Agreement with the Delta Irrigation Company October 14, 1991. Pursuant to the agreement, Thornton paid the Delta Irrigation Company $6000 in 1992, and has paid $3,600 annually since 1993, for a total payment of $45,600 during the diligence period. (2) Also prior to the entry of the TNP Decree, Thornton acquired rights to use the Farmers High Line Canal, the Croke Canal and Standley Lake Reservoir. (3) Following the entry of the TNP Decree, Thornton negotiated with various entities concerning carriage rights for the City in ditches. (4) Thornton entered into the Fulton Irrigating Ditch Company Carriage Agreement-April 25, 2001. (See Agreement, recorded July 23, 2001, at reception number C0831684, Adams County.) (A) This agreement provides for a ditch enlargement of 150 c.f.s. for Thornton's benefit and provides for an additional 150 c.f.s. enlargement for the benefit of SACWSD and Denver Water. The cost is to be shared between SACWSD, Thornton and Denver. (B) Thornton has deposited $250,000 into escrow, which may be used to pay the Fulton Irrigating Ditch Company for the carriage right. Construction of the ditch enlargement is in progress, and Thornton’s contribution to the project is estimated to be $1,453,000. (iv) Acquisition of shares in irrigation ditches that may be used to deliver Thornton's water rights to its gravel lakes. (1) The City purchased 1.5 shares in the Lupton Bottom Ditch on May 30, 2003. (2) The City purchased 1/6 of a share in the Brighton Ditch on January 24, 2003. (3) The City purchased 60 shares in the Fulton Ditch on October 7, 2003. (4) The City purchased 38.2828 shares in the Lower Clear Creek Ditch Company between 1998 and 2004. (5) The City purchased 18.5 shares in the Colorado Agricultural Ditch Company between 1998 and 2004. (6) The City purchased 3.5 shares in the Farmers High Line Canal between 1998 and 2004. (7) The City purchased 23.49 shares in the Standley Lake Division of the Farmers Reservoir and Irrigation Company between 1998 and 2004. (8) During the diligence period, the City spent in excess of $4,500,000 to purchase the foregoing shares. (v) During the diligence period, Thornton acquired additional supplies of water. (1) On May 20, 2003, Thornton entered into an agreement with the City of Aurora, acting by and through its Utility Enterprise ("Aurora") under which the parties agreed to convey water rights between themselves. The agreed-upon transaction (the "Aurora transaction") subsequently closed on November 21, 2003. Pursuant to the Aurora transaction, Thornton receives 7,883 acre-feet of fully consumable water annually. It is anticipated that this water may serve as substitute supply to operate the TNP exchanges. Thornton also received 67.045 shares of the Burlington Ditch Reservoir and Land Company and 101.045 shares of the Wellington Reservoir Company. (2) During the diligence period, Thornton entered into a 5-year lease from Denver, under which Thornton may receive up to 3,700 acre-feet of treated water a year beginning in 2002. (3) During 2002, Thornton also acquired reusable effluent from Denver. (vi) Pursuant to the provisions of ¶ 63.5 of the TNP Decree, Thornton has used and accounted for lawn irrigation return flows ("LIRFs") since the entry of the TNP Decree. (vii) Gravel pit exchanges. (1) Thornton has filed and is pursuing an application in Case No. 96CW1116 for approval of three types of exchanges: a) use of Thornton's gravel pit reservoirs to provide a substitute supply for the exchanges decreed in the TNP Decree; b) use of Thornton's TNP water as substitute supply for diversions and storage by exchange at the gravel pit reservoirs and other Thornton facilities; and c) exchanges among and between Thornton's facilities, such as exchanges from downstream gravel pit reservoirs to more upstream facilities to allow water to be taken to Thornton's water treatment plants. (2) During the diligence period, Thornton has spent approximately $265,000 in attorneys' and consultants' fees and costs related to Case No. 96CW1116. (b) In order to put the 1986 appropriations to beneficial use, Thornton has taken the actions described in the preceding subparagraph (a) and the following additional actions to allow

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water that may be diverted or stored under these rights to be exchanged by Thornton up the South Platte River to facilities closer to the City and used within the City's service area: (i) East Gravel Lakes Reconfiguration and Lining. Installation of an impervious liner to prevent the interception of underground water by East Gravel Lakes #1, #2 and #3 was completed in 2001. The lakes will be reconfigured into one lake to increase the storage capacity. Installation of the impervious liner around the East Gravel Lakes blocked ground water from flowing through the lake area. The ground water was forced to the surface and subsequently spilled into the lakes. The East Gravel Lakes Drains were constructed to route the groundwater away from the lakes. The cost of engineering, design and construction of the liner and associated structures during the diligence period was approximately $4,040,316. (ii) East Sprat-Platte Pit Lining. Installation of an impervious liner to prevent the interception of underground water by the East Sprat-Platte Pit is scheduled for completion in 2008. The cost of engineering and design of the liner during the diligence period was $355,041. (iii) East Sprat-Platte Interconnect. Water will be moved between East Sprat-Platte and North Dahlia Reservoirs through the interconnect. The cost of engineering and design of the interconnect during the diligence period was $36,762. (iv) North Dahlia Reservoir. North Dahlia Reservoir is a lined reservoir that was purchased in 2001, and is part of the South Dahlia/East Gravel Lakes system. The approximate cost of acquisition and lining of the North Dahlia Reservoir and associated structures during the diligence period was approximately $6,386,320. (v) South Dahlia/North Dahlia Interconnect (aka Dahlia/Cooley Interconnect). Water is moved between North Dahlia and South Dahlia reservoirs through the Dahlia/Cooley Interconnect. The cost of engineering, design and construction of the interconnect and associated facilities during the diligence period was approximately $1,643,286. (vi) Standley Lake Pipeline Cathodic Protection. This project provides cathodic protection for the Standley Lake Pipeline. Cathodic protection was installed on those areas of pipeline having a potential for corrosion. The cost of engineering, design and construction during the diligence period was $460,598. (vii) Standley Lake Dam Improvements. A Standley Lake Dam Assessment study completed by the Farmers Reservoir and Irrigation Company and the Standley Lake Operating Committee recommended certain actions to maintain the safety and stability of the Standley Lake Dam. Recommendations included the construction of new outlet works and valvehouse, modification of the spillway, and stabilization of the dam embankment. Thornton's share of the cost of engineering, design and construction during the diligence period was $10,273,754. (c) In order to protect the water rights decreed in the TNP Decree, Thornton has taken the following additional actions: (i) Thornton has negotiated agreements with interested parties to address concerns of those parties about the Northern Project and to make it unnecessary for those parties to oppose this application. For example, the Central Colorado Water Conservancy District, Denver Water and the Platte River Power Authority have agreed that they will not oppose the substance of what Thornton requests herein. (ii) In order to advance and refine the development of the TNP Pipeline, Thornton commissioned Tetra Tech RMC to perform an updated study of the route and costs. That study is near completion. (iii) Thornton has appeared in numerous cases in order to protect the yield of its TNP water rights or to comply with the "reality checks" in the TNP Decree. These cases include, but are not limited to, the following: (1) Case No. 96CW145. Thornton opposed Denver Water's application with respect to its South Platte exchanges in order to protect the quality of its South Platte water sources and to comply with the reality checks. (2) Case No. 91CW028 (00SA302). Thornton invoked the retained jurisdiction of the Water Court and appealed to the Colorado Supreme Court to protect the quality of Thornton's South Platte water supplies. (3) Case Nos. 96CW1116 and 2002CW80 and Case No. 03CV8252 in the Denver District Court. Thornton has opposed the Metro Waste Water Reclamation District's assertion that it may change the location at which Thornton's reusable effluent may be returned to the South Platte River without liability to Thornton. (d) The City maintains a Farm Management office in the Town of Ault. In 1985 and 1986 the City of Thornton purchased 21,000 acres of farm ground, along with all improvements and water rights,

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to secure a future water supply for the citizens of Thornton. In order to maintain the properties in leaseable condition, repairs need to be made not only to the houses, but also on the sprinkler systems, irrigation equipment, ditches, and associated improvements with each farm. These assets include 114 houses, 155 irrigation wells, 14 center pivot irrigation sprinklers, several miles of cement ditches, and numerous floater pumps, domestic wells, and outbuildings. The Farm Management Division provides the following services: preparation and enforcement of farm leases and rental contracts; collection of lease revenues; maintenance of fixed assets and equipment; implementation of Northern Project decree requirements; and support for the Water Resources Division and the Infrastructure Department. The total Farm Management budgets for 2003 and 2004 are $429,512 and $445,147, respectively. These amounts did not include salaries but did include the $157,927 voluntary tax payment. A substantial portion of non-personnel related expenses are in the Repair and Maintenance and the Material, Parts and Supplies line item budgets. The sum of the two line item actual expenses has averaged $178,516 over the last three-year period. Thornton has sought protection of wells on the TNP properties by enrolling them in the Weld County Underground Water Users Association, which is part of the Cache La Poudre Water Users Association. Thornton pays annual assessments to the Weld County and Larimer County Underground Water Users Associations ("WCUWUA" and "LCUWUA") for well augmentation. (e) Thornton has taken actions, including but not limited to the following, to comply with the terms of the TNP Decree: (i) Thornton developed and sent accounting forms to the Division Engineer on October 9, 1998. Subsequently, Thornton has met with the Division of Water Resources and other interested parties to discuss the forms. Further revisions are being prepared. (ii) Thornton has been metering wells since 1996. Currently, Thornton meters all operational wells and siphons. Thornton sends the meters in for recalibration/reverification every four years. (iii) Thornton has conducted ground water level monitoring throughout the diligence period. (iv) Thornton has begun the process of drying up and revegetating farm lands. It has initiated action on approximately 1,418 acres of Thornton farm ground. The dry up areas have been planted with native grasses. Farms 6, 26 and 108 have been described by the Natural Resources Conservation Service, USDA, as supporting "excellent stand(s) of Bromegrass." (v) Thornton has negotiated and is continuing to negotiate with WSSC concerning how Thornton may comply with its payment obligations to WSSC under the terms of the 1986 agreement between those parties, which was incorporated into the TNP Decree. (vi) Thornton has paid approximately $1,421,500 in ditch company assessments associated with its Northern Project water rights. (vii) Thornton has developed and obtained approval of its accounting for lawn irrigation return flows. 2. In addition to the TNP-specific activities and expenditures described above, Thornton has system-wide diligence (work on other features of project or integrated system). Thornton has engaged in the following additional activities related generally to its water system during the diligence period: (a) Burlington Phase I Parallel Pipeline. Thornton installed a pipeline from the Burlington Ditch to the East Gravel Lakes in 1990. The pipeline, known as the Phase I Burlington Diversion has a capacity of approximately 100 c.f.s. An additional pipeline was installed parallel to the 1990 pipeline to increase the diversion capacity from the Burlington Ditch. Increased diversion capacity allows the City to take more and higher quality water into the lakes. The cost of engineering, design and construction during the diligence period was $886,374. (b) Columbine Treatment Plant/West Gravel Lakes Emergency Generators. This project included installation of emergency standby diesel generators for the Columbine Treatment Plant and the West Gravel Lakes raw water pump station to provide back-up electrical power. The cost of this project during the diligence period was approximately $2,183,258. (c) South Platte Well Field. This project provides for the design and construction of a well field along the South Platte River in order to pump 20 c.f.s. of alluvial water into Thornton gravel pit reservoirs. The project includes 10 wells with pump capacity of 900 gpm per well. The cost of engineering, design and construction during the diligence period was $405,407. (d) Coal Bank Dam Repair. This project provides for the design and repair of the Coal Bank Dam. Coal Bank Reservoir is

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located in the Northern Project Area. The cost of engineering, design and construction during the diligence period was $15,240. (e) Denver Treated Water Lease/Effluent Lease. This project provides money to lease 3,700 acre-feet annually from Denver annually from 2002 until 2007. Thornton has spent $2,983,308 on this project during the diligence period. (f) In 2002 and 2003 Thornton designed and constructed an interconnect that allowed for the delivery of treated water from Denver Water. The project connected Denver Water's delivery system to Thornton's water delivery system. The cost for design, engineering and construction was $869,497. (g) Thornton has extended and improved its treated water distribution system to provide water service to its customers. (h) Thornton has extended and improved its system for collecting and transporting sewage from its customers. The reusable portion of the sewage, after treatment, is used to meet return flow obligations or as a source of substitute supply or replacement water. (i) Thornton has obtained the following diligence decrees: (i) 98CW293 (81CW451) Lower Clear Creek Enlargement Diligence (ii) 98CW294 (79CW375) South Platte/Tarryall Creek Exchange Diligence (iii) 98CW381 (90CW230) Clear Creek Diligence (iv) 99CW78 (88CW261) Enlarged Metro/South Platte Exchange (v) 99CW116 (90CW231) South Platte/Clear Creek Exchange Enlargement Diligence (vi) 00CW243 (79CW374) Metro/Burlington Exchange Diligence (vii) 00CW244 (79CW376) Tani Lakes Storage Diligence (viii) 01CW137 (92CW164) Spinney Mountain Reservoir Junior Storage Diligence (j) Thornton has filed the following diligence applications: (i) 02CW51 (92CW164) South Dahlia Pit Storage and Clear Creek Exchange Diligence (ii) 02CW178 (81CW448) West Gravel Lakes Storage Diligence (iii) 04CW15 (83CW81) South Platte/Clear Creek Exchange Diligence (k) Thornton has filed applications for new appropriations and/or changes: (i) 02CW180 South Platte Augmentation Plan (ii) 02CW266 Clear Creek Change Case II (l) Thornton has participated in approximately 200 Water Court cases to protect its South Platte River and Clear Creek water rights. (m) Thornton has participated in approximately 50 Water Court cases to protect its Cache la Poudre water rights. (n) In the course of these cases, Thornton has spent more than $1,650,000 for engineering and legal services. 3. Thornton's diligence expenditures between March of 1998 and March of 2004 are summarized in the table that is attached to this application as Exhibit B. All exhibits are incorporated into this application by this reference. V. Satisfaction of “Reality Checks”: A. The TNP Decree requires Thornton to make certain showings in diligence proceedings that relate to its entire water rights portfolio. In particular, Thornton must address the “reality checks” provision of the TNP Decree. Paragraph 59.2.1 of the TNP Decree provides: Reality Checks and Cancellation. As part of diligence proceedings and proceedings to make absolute the conditional portions of this decree, Thornton will be required to make showings that the volumetric yield of the conditional water rights has been or will be needed by Thornton’s projected growth. The purpose of these showings is to insure that the water derived from Thornton’s newly appropriated water rights is used for the City’s own purposes and does not allow Thornton to become a permanent lessor or wholesaler of water yielded by these rights. In assessing such need, the Court may consider Thornton’s service population at that time, Thornton’s projected growth at that time, and Thornton’s use or disposition of the portfolio of water rights Thornton now owns, including whether Thornton has made reasonable efforts to protect the quality of, and to treat, its existing supply at a reasonable cost, and the reasons for Thornton’s manner of use or disposition of such supply. All or a part of the water rights confirmed in 86CW401 and/or 86CW403 may be cancelled if the Court finds, based upon subsequent events, that Thornton does not actually need the volume of water appropriated in these cases for the uses provided in this decree. Such cancellation may be implemented by a reduction in volumetric limits. 1. Since the entry of the TNP Decree, Thornton has not acted as a permanent lessor or wholesaler of water yielded by the Northern Project. The only commitments of TNP water that Thornton has made during the diligence period were leases of water for farming within the Poudre River drainage, the lease of water to the Platte River Power Authority ("PRPA") and the commitment of water for use in the WSSC plan for augmentation, both of

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which are described below. The PRPA and WSSC transactions are temporary, not permanent, and were entered into to provide relief to other water users during a time of severe drought. B. Thornton continues to intend to construct and utilize the TNP Pipeline. Thornton's need to meet the Reality Checks, however, particularly the requirements for the City to protect and to treat its existing supplies, and the expense entailed in doing this, have been a factor in Thornton's determination to proceed with exchanges, using TNP water as a substitute supply, before constructing the TNP Pipeline. It will be a better use of City facilities, and more economically sound, for the City to defer construction of the Pipeline until closer to the time the City has achieved the anticipated yield from these exchanges. At that time, the City can shift from exchanges to direct deliveries, build the TNP Pipeline and have a considerably shorter period of partial unused capacity than if the Pipeline were to be constructed now. C. During the trial that culminated in the TNP Decree, Thornton demonstrated that the City had a future need for the volumetric yield of the conditional water rights in the TNP. That need continues, based upon information developed during this diligence period. The numbers that Thornton has developed, based upon its experience since the TNP trial, are refined from those presented earlier, but are generally consistent with those numbers and continue to demonstrate a need for the TNP water. 1. Thornton's current firm yield is approximately 28,800 acre-feet ("AF") per year. However, this yield includes water available under the treated water lease from Denver Water. That lease expires in 2007. 2. Thornton projects that, with the implementation of the exchanges of TNP water to Thornton's facilities, as described in Case No. 96CW1116, and other system improvements, Thornton's firm yield will increase to approximately 54,000 AF per year. 3. With construction of the TNP Pipeline and taking Thornton's TNP water by this means, which generally will supplant taking the TNP water into its facilities near the City by exchange, together with a further increase in treatment capacity, Thornton projects that its firm supply may increase to as much as approximately 65,000 AF per year. This amount will be less than Thornton's anticipated demand. 4. The buildout water demand for the planned Water Utility Service Area is estimated to be approximately 77,000 AF per year. 5. The build out population of the Planned Water Utility Service Area is estimated to be approximately 324,000 including areas outside the City’s corporate boundaries. Build out of the Planned Water Utility Service Area is anticipated by approximately 2060, but is dependent on long-term growth rates. These estimates are based on historical and current growth, density and development trends in the City. 6. The City’s currently identified growth area is described in the 2003 amendments to the 1997 Comprehensive Plan. This growth area is largely consistent with the growth area identified in the 1985 Comprehensive Plan that was used as the basis for testimony in the Northern Project trial. 7. The City’s currently identified water service area includes the Planned Growth Area as described above plus areas in unincorporated Adams County. It is anticipated that some areas within the Planned Water Utility Service Area currently receiving water service from other sources, such as individual well systems or community well systems, will be served by Thornton in the future. D. Thornton’s use or disposition of its portfolio of water rights. 1. At the time of the entry of the TNP Decree, Thornton had the water rights described in Exhibit K to the TNP Decree. 2. During the diligence period, Thornton has used its portfolio of water rights to supply water within Thornton’s service area and to meet certain other obligations. (a) Between 1998 and 2003, Thornton produced the following annual amounts of treated water, or used treated water leased from Denver, to make deliveries to its customers within the City. (i) 1998: 16,204 (ii) 1999: 15,633 (iii) 2000: 17,358 (iv) 2001: 17,640 (v) 2002: 18,230 (vi) 2003: 18,013 (b) Thornton is obligated to provide water annually to the City of Westminster. This obligation pre-dates the diligence period, but was reduced in 2002 and 2003 from 3 million gallons per day ("mgd") to 2 mgd. Between 1998 and 2003, Thornton made the following deliveries of treated water to Westminster: (i) 1998: 3,026 AF (ii) 1999: 3,026 AF (iii) 2000: 3,034 AF (iv) 2001: 3,026 AF (v) 2002: 2,686 AF (vi) 2003: 2,241 AF (c) The foregoing numbers do not include raw water deliveries by Thornton. The City has several raw water obligations to other

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entities that pre-date the diligence period. These obligations include raw water deliveries to the Adolph Coors Company (and its assignee, the City of Golden), the City of Westminster, Thorncreek Golf Course and the Soda Creek Home Owners Association. During the diligence period, Thornton entered into a lease agreement with Urban Farmer, a Thornton water system user, to provide up to 20 AF per year of raw water. In addition, the City provides water for several lakes within Thornton. The raw water obligations total approximately 3,400 AF annually. (d) Thornton’s extension of water service during the diligence period has been consistent with the approach described in the TNP case. Thornton is acting in a governmental capacity as a municipal water supplier, not in an entrepreneurial capacity as a water seller. 3. In order to enhance its water supply during the diligence period, Thornton took the following actions: (a) Thornton has adopted and implemented a Water Conservation Plan that will ensure efficient use of the water supplies that Thornton has available. The City has implemented programs, such as toilet and washing machine rebate programs and showerhead exchange program, which should reduce Thornton’s single family residential GPCD water use over time. Specifically, Thornton has implemented the following conservation mechanisms: (i) Water Conservation Plan adopted by City Council on December 11, 2001, and approved by the CWCB on February 6, 2002. (ii) Drought Management Plan adopted by City Council on August 13, 2002. (iii) The City Code was changed to implement the drought management plan and to increase fines for water waste and violation of water restrictions on August 27, 2002. (iv) The City Code was changed to establish a tiered rate structure on May 1, 2003. (v) A water restriction program has been in place since October 2002. (vi) The City Code was changed on May 2, 2003 to require water efficient landscaping for new developments in the City. (b) Pursuant to settlement with Denver in Case No. 96CW145 dated July 10, 2002, Thornton is able to lease up to 3,700 AF per year of treated water from Denver for a period of five years. Thornton constructed an interconnect to convey the treated water from Denver to Thornton. (c) Pursuant to the agreement dated May 20, 2003, between Aurora and Thornton, Aurora will annually deliver to Thornton 7,883 AF of reusable water at the confluence of the South Platte River and Sand Creek. In addition, Aurora conveyed to Thornton 67.045 shares in the Burlington Ditch Reservoir and Land Company, and 101.045 shares in the Wellington Reservoir Company and paid Thornton a sum of money. (d) Thornton filed Case No. 02CW180, which is its South Platte Augmentation Plan and an application for underground water rights. The underground water rights component of this application consists of the East and West Sprat-Platte unlined gravel pits and a well field located along the eastern bank of the South Platte River from Thornton’s East Gravel Lakes to the East Sprat Platte Gravel Pit. The plan for augmentation will allow for out of priority pumping of these two unlined pits and the wells located in the well field. Thornton will pump from these structures into its lined gravel lakes for subsequent use in its integrated water supply system. In addition, Thornton filed for a change of water rights in Case No. 02CW266. This application seeks to change the use shares in several ditch companies on Clear Creek. Thornton has obtained State Engineer approval to operate certain components of this application in Substitute Water Supply Plans. This approval was granted pursuant to C.R.S. § 37-92-308(7) on August 14, 2002, and October 19, 2002, and pursuant to C.R.S. § 37-92-308(4) on January 18, 2003, and January 18, 2004. (e) Pursuant to the January 7, 1982, agreement between Westminster and Thornton, Thornton is obligated to provide Westminster with 3.0 mgd of treated water. This agreement was amended on May 15, 2003, to temporarily reduce the delivery of treated water from Thornton to Westminster from 3.0 mgd to 2.0 mgd. Pursuant to a letter dated December 31, 2003, this reduction in treated water delivery was made permanent. (f) During the diligence period, Thornton has participated in a number of temporary leases and trades with other entities. These include, but are not limited to, trades and/or leases with the City of Aurora, City of Brighton, the City of Westminster, Central Colorado Water Conservancy District, Denver Water and the Town of LaSalle. E. The reasons for Thornton’s manner of use or disposition of such supply. 1. In the Aurora transaction described above, Thornton traded water rights that it owned in South Park and

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easement rights in Spinney Mountain Reservoir for reusable water from Aurora, other water rights and cash. The Aurora transaction resulted in Thornton receiving more “firm” water supplies from Aurora’s traded water sources than was available from the South Park ranch water rights, and the quality of the water from Aurora, when used as a substitute supply for an exchange or for augmenting well pumping, is no worse than what Thornton received after the South Park rights traversed the Metro area and was subjected to municipal and industrial pollutant discharges and urban runoff. The South Park water trade agreement also resulted in the availability of additional funds that will be used to further enhance the reliability of Thornton’s water system and improve the City’s ability to treat and use its South Platte River water sources. 2. Thornton and WSSC anticipated a shortfall in irrigation water before the 2003 irrigation season. Both parties agreed that delivery of water to farms served by the Pierce Lateral would be insufficient to raise a crop. The Platte River Power Authority ("PRPA") also anticipated a shortfall in their water supplies. PRPA needed an emergency water supply due to the drought situation. It was determined that the Pierce Lateral would lease its shares of WSSC to PRPA in 2003. Thornton suspended all farming operations on lands served by the Pierce Lateral for the 2003 irrigation season. Thornton leased 99.25 of its 283.4 shares of WSSC to PRPA. PRPA used the Trans-Mountain portion of the shares it leased to supply water to its power plant. PRPA returned the native water component of the leased shares to WSSC. WSSC subsequently ran this native water down the Pierce Lateral in order to recharge the tributary groundwater table. 3. Thornton has participated in a program under which return flows from some transmountain (but not Colorado-Big Thompson ) water imported by WSSC are used in a substitute water supply plan and will be used in a plan for augmentation, to allow wells previously augmented through GASP to continue in operation. Some of Thornton's WSSC shares are being used in this program. However, Thornton is free to withdraw its water from the program as the water is needed by Thornton. 4. The LaSalle, Brighton and Central transactions described above all were temporary and designed to provide these entities with relief. F. Thornton has made reasonable efforts to protect the quality of, and to treat, its existing supply at a reasonable cost. Those efforts include, but are not necessarily limited to: 1. Ultra-Violet Disinfection at Columbine and Thornton Water Treatment Plants. This project provides for the design and construction of an Ultra-Violet disinfection process at both the 30 mgd Columbine and 20 mgd Thornton Water Treatment Plants. The implementation of UV provides an additional treatment barrier against microbial pathogens. The cost of engineering, design and construction during the diligence period was $2,127,428. 2. Columbine Treatment Plant Expansion. This project provides funding for a feasibility study, predesign, design and construction of a retrofit to add microfiltration / ultrafiltration ("MF/UF") for the existing treatment capacity, a 20 mgd MF/UF expansion, and 20 mgd of Reverse Osmosis treatment capacity at the Columbine Water Treatment Plant. $1,570,729 was spent during the diligence period. 3. East Gravel Lakes Pump Station Pretreatment. Pretreatment facilities at the East and West Gravel Lakes Pump Stations will be used to treat water prior to treatment at the Columbine Treatment Plant. The cost of engineering, design, and construction of the pretreatment feed system and associated facilities during the diligence period was approximately $1,594,248. 4. East Gravel Lakes Pipeline to Thornton Water Treatment Plant. In the past, the Thornton Plant could only receive water from Thornton’s Upper Clear Creek water supplies. The pipeline allows Thornton to provide water to the Thornton Plant from South Platte River and Lower Clear Creek supplies stored in the East Gravel Lakes. The cost of engineering, design and construction of the pipeline during the diligence period was approximately $ 4,294,740. 5. Columbine Treatment Plant Clarifiers. Improvements were made to the clarifiers at Thornton’s Columbine Treatment Plant in 1999. The approximate cost of engineering, design and construction of the Columbine Plant Clarifier Modifications during the diligence period was approximately $455,984. 6. Water quality studies. Thornton has engaged in water quality studies and operational studies of its East Gravel Lakes to maximize the quality and operations of its terminal storage reservoirs and its ability to fully use its diversions from the South Platte River

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at the Burlington Ditch. 7. Water quality litigation. Thornton has litigated issues related to water quality before the Division 1 Water Court and in front of the Colorado Water Quality Control Division to protect and enhance the quality of its South Platte water rights. (a) In Case No. 96CW145, Thornton objected to Denver's application for a finding of diligence and for a partial absolute decree. Denver's exchanges utilized a variety of sources of substitute supply, but Thornton alleged that Denver's use of Littleton/Englewood and Metro Effluent reduced the quality of the water at Thornton's Burlington headgate. The case was ultimately settled in 2002. (b) In Case No. 91CW028 (00SA302), Thornton sought to invoke the Water Court's retained jurisdiction in an effort to protect the quality of its South Platte supplies. The Water Court denied Thornton's motion and the case was heard and reversed by the Supreme Court in City of Thornton v. City and County of Denver, 44 P.3d 1019 (Colo. 2002). 8. Activities before the Colorado Water Quality Control Commission ("WQCC") and Water Quality Control Division ("WQCD"). (a) Beginning in 2000, Thornton provided comments to the Water Quality Control Division and participated in the "stakeholder" process with regard to the Division's proposed Total Maximum Daily Load for nitrogen in "Segment 14" of the South Platte River. The Burlington headgate is located at the downstream end of Segment 14. (b) In 2002, Thornton commented on the draft Littleton/Englewood Wastewater Treatment Plant NPDES Permit and appealed the final permit. The permit appeal was heard over two days by a hearing officer designated by the Water Quality Control Division. (c) In 2000, Thornton participated in the WQCC's rulemaking process for the triennial review of the Basic Standards, 5 CCR 1002-31, and in the triennial review of the South Platte Basin Standards, 5 CCR 1002-38. (d) In 2000, Thornton also participated in the rulemaking related to the Nonpotable Reuse Regulation, 5 CCR 1002-84, and in 2001, participated in the Cherry Creek Reservoir Control Regulation, 5 CCR 1002-72. 9. Thornton has spent in excess of $ 2,000,000 on litigation before the Division 1 Water Court and the Colorado Supreme Court and in Thornton's efforts before Colorado water quality agencies. VI. Satisfaction of non-speculation requirement. A. Thornton’s conditional water rights, both the 1986 appropriations and the exchange water rights, are not “based upon the speculative sale or transfer of the appropriative rights to persons not parties to the proposed appropriation . . . .” C.R.S. § 37-92-103(3)(a). B. Thornton satisfies the requirements of C.R.S. § 37-92-103 (3)(a)(I) because Thornton is a governmental agency and because, in the TNP Decree at ¶ 13, the Court found that: “the water and exchanges appropriated by Thornton are needed for use and will be used within the City’s municipal boundaries, within the City’s designated service area, or by persons or entities with which it has either agency relationships or firm contractual commitments.” This statement remains true. C. Thornton satisfies the requirements of C.R.S. § 37-92-103 (3)(a)(II) because Thornton has "a specific plan and intent to divert, store, or otherwise capture, possess, and control a specific quantity of water for specific beneficial uses." 1. The TNP Decree at ¶ 12.2 found that: “Thornton has, and as of the date of appropriation of these water rights had, a specific plan and intent to divert, store, or otherwise capture, possess, exchange, and control a specific quantity of water for specific beneficial uses.” 2. Thornton has refined its plan and intent by determining to use the 1986 appropriations initially as a source of substitute supply to permit diversions by exchange at facilities closer to the City. See Case No. 96CW1116. Thornton’s plan and intent continues to be ultimately to deliver water diverted or stored under the 1986 appropriations to Thornton through the TNP Pipeline, to use the exchange rights or the 1986 appropriations, or both, to provide a substitute supply for the river and ditch exchanges, and to meet its replacement obligations under its augmentation plan through the use of any of such rights. 3. The Northern Project Pipeline is needed to achieve the full yield of the Northern Project. Operation of the Northern Project by pipeline after exchange is more effective, because the incremental nature of bringing the Northern Project water rights on line will be accomplished during the Exchange phase, so that when the pipeline operation begins it will be possible to deliver more water initially (to supply then-current demand), and will deliver more water over the expected 50-year life of the pipeline, resulting in a lower cost per acre-foot of

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water delivered through the pipeline. VII. Satisfaction of can and will requirements. A. In affirming that Thornton should be awarded decrees for the conditional water rights components of the TNP, the Colorado Supreme Court recognized that there were various contingencies that had not yet been satisfied by Thornton, but determined that these contingencies did not preclude the award of conditional decrees. "Among the additional requirements necessary for the eventual completion of the exchange portions of the project are an additional 15,000 acre feet of substitute supply water and 25,000 acre feet of storage capacity . . . ." City of Thornton v. Bijou Irrigation Co., 926 P.2d 1, 43 (Colo. 1996). These contingencies are being addressed in part by Thornton in Case Nos. 91CW126 and 96CW1116. B. In the TNP Decree, the Water Court found that there was available water for the TNP. Based upon conditions through the diligence period, there continues to be sufficient water available for Thornton to operate the TNP, including water available for Thornton to divert water under the 1986 appropriations and the exchange water rights, and water available to provide substitute supplies for Thornton's exchanges. C. There is a substantial probability that the intended appropriation of the conditionally-decreed TNP water rights can and will reach fruition. Thornton is able to meet the requirements of "can and will," including but not limited to the following: 1. The TNP remains economically feasible, and Thornton is financially able to build and operate the TNP. 2. It remains technically feasible for Thornton to build the TNP. 3. Thornton has acquired some of the real property interests that it will need in order to build and operate the TNP. Thornton is not precluded from acquiring the remaining needed interests. 4. Thornton is not precluded from obtaining permits that may be needed for the construction and operation of the Northern Project, at such time as is appropriate for the TNP. 5. The City's timeline for construction and operation of the Northern Project, originally by exchange and subsequently by pipeline to Thornton, is reasonable. 6. Thornton has maintained dominion over its reusable TNP water. PRAYER FOR RELIEF Thornton respectfully requests the Court to find that: 1) Thornton has been reasonably diligent in the development of the appropriations under the conditionally decreed components of Thornton's Northern Project and 2) as of the conclusion of the diligence period, based upon its evidence in this case: a) Thornton has satisfied the "Reality Checks" requirements of the TNP Decree, b) Thornton has satisfied the non-speculation requirement and c) Thornton has satisfied the requirements of "can and will." Thornton also respectfully requests the Court to order that the conditionally decreed components of Thornton's Northern Project remain fully in effect and have not been abandoned for lack of diligence, to require that a further application for finding of reasonable diligence be filed six years from the conclusion of this case and to award such other relief to Thornton as is just and appropriate. (37 pages and 6 exhibits) 04CW80 CONCERNING THE APPLICATION FOR DETERMINATION OF NONTRIBUTARY AND NOT NONTRIBUTARY WATER RIGHTS OF KEVIN M. AND SUSAN P. HOLLERN, IN DOUGLAS COUNTY. Applicants, Kevin M. and Susan P. Hollern (“Applicants”) request a determination of their rights to the nontributary and not nontributary underground water contained in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying their property in Douglas County, pursuant to Colo. Rev. Stat. § 37-90-137(4). 1. Name, Address, and Telephone Number of Applicants: Kevin M. and Susan P. Hollern, 1884 Elkview Road, Larkspur, CO 80118, (303) 681-2287. Please direct all correspondence to Christopher L. Thorne and Leah A. Kukowski, Holland & Hart, LLP, P.O. Box 8749, Denver, CO 80201-8749 (303) 295-8000. 2. Claim to Ground Water in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills Aquifers: Applicants are the owners of approximately 462.9 contiguous acres located in Douglas County and more specifically described in paragraph 7 below (the “Property”). S2 SW1/4 S26 T7S R68W, N2 S35 T7S R68W, N2 S36 T7S R68W of the 6th P.M. Through this application, Applicants claim all of the ground water in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Property. A map of the Property is

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attached hereto as Exhibit 1. 3. Wells and Well Permits: Applicants will apply for well permits prior to construction of any wells. Applicants will locate a sufficient number of wells on the Property to withdraw all ground water in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Property. The wells may be constructed at any location on the Property subject to Colo. Rev. Stat. § 37-90-137(4). Applicants may establish a well field for the production of the ground water that is the subject of this application and assert that they are entitled to well permits for additional wells pursuant to Colo. Rev. Stat. § 37-90-137(10). 4. Total Amount of Water Claimed: Applicants seek a decree confirming their right to all unappropriated water underlying the Property in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers. The estimated average annual amounts of withdrawal from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. § 402-6. The saturated thickness attributable to the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Property is variable. In order to accurately calculate the estimated quantity of ground water available due to this variability, Applicants have separately calculated the annual amounts available for three distinct areas of the Property. Each area represents the acreage located within the Section where that acreage is located. These areas are referred to herein as the Section 26 Area, the Section 35 Area, and the Section 36 Area, and are depicted as such on Exhibit 1. For purposes of this application, Applicants estimate that the following annual amounts are representative of the Dawson, Denver, Arapahoe, and Laramie Fox-Hills aquifers underlying the Property: SECTION 26 AREA: Denver Aquifer: 67.8 acre-feet, 17% specific yield, 498.3 feet average saturated thickness. Arapahoe Aquifer: 45.2 acre-feet, 17% specific yield, 332.3 feet average saturated thickness. Laramie-Fox Hills Aquifer: 21.3 acre-feet, 15% specific yield, 177.2 feet average saturated thickness. SECTION 35 AREA: Denver Aquifer: 219.6 acre-feet, 17% specific yield, 505.3 feet average saturated thickness. Arapahoe Aquifer: 143.8 acre-feet,17% specific yield, 331.0 feet average saturated thickness. Laramie-Fox Hills Aquifer: 68.1 acre-feet, 15% specific yield, 177.5 feet average saturated thickness. SECTION 36 AREA: Dawson Aquifer: 0.3 acre-feet, 20% specific yield, 9.9 feet average saturated thickness. Denver Aquifer: 12.3 acre-feet, 17% specific yield, 511.5 feet average saturated thickness. Arapahoe Aquifer: 54.4 acre-feet 17% specific yield, 333.2 feet average saturated thickness. Laramie-Fox Hills Aquifer: 17.6 acre-feet, 15% specific yield, 176.3 feet average saturated thickness. Applicants request that the annual amounts of withdrawal be adjusted to conform to actual local aquifer characteristics when adequate information is obtained from well drilling or test holes. Applicants claim all nontributary and not nontributary ground water underlying the Property and request the right to revise the estimated amounts of water available from the subject aquifers upward or downward, based on better or updated data, without the necessity of amending this application or republishing same. Applicants request confirmation of the ability to withdraw the ground water in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers from the wells to be constructed in the future in excess of the average annual amount decreed, so long as the sum of the total withdrawals from the aquifer does not exceed the product of the total number of years since the date of issuance of the well permit or the date of this Court’s decree, whichever occurs first, and the amount of average annual withdrawal. Applicants will supplement this application with evidence that the State Engineer has issued or failed to issue, within four months of the filing of the application with this Court, a determination as to the facts of this application. 5. Character of Ground Water: Applicants assert that the annual withdrawal of the amounts of Laramie-Fox Hills aquifer ground water specified above, subject to the terms and conditions proposed herein, will not result in material injury to the vested water rights of others and will not, within 100 years, deplete the flow of the natural stream at an annual rate greater than one-tenth of one percent of the annual rate of withdrawal and the ground water is nontributary as defined in Colo. Rev. Stat. § 37-90-103(10.5). In order to assure that no vested water rights are materially affected by withdrawals of this nontributary ground water, no more than ninety-eight percent of the water withdrawn annually from any of the future wells shall

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be consumed by Applicants. Applicants assert that the ground water to be withdrawn from the Dawson, Denver, and Arapahoe aquifers pursuant to this application is not nontributary ground water pursuant to Colo. Rev. Stat. § 37-90-103 (10.7). Thus, ground water from the Dawson, Denver, and Arapahoe aquifers will not be used until a plan for augmentation is approved by the Court pursuant to Colo. Rev. Stat. § 37-90-137 (9)(c). Applicants assert that they are entitled to a decree determining their rights to the water in the Dawson, Denver, and Arapahoe aquifers underlying their land prior to the approval of any augmentation plan so long as such a plan is proposed and approved prior to the use of the water from the Dawson, Denver, or Arapahoe aquifers. 6. Proposed Use of Water: The water withdrawn from the proposed wells will be used for all existing and future beneficial purposes both on and off the Property, including, without limitation, domestic, irrigation, municipal, commercial, industrial, augmentation, fire protection, recreation, livestock watering, dust control, and fish and wildlife. Applicants claim the right to recapture, the right of reuse and successive use and, after use, the right to lease, sell, or otherwise dispose of said water. The right of successive use shall include the use and claiming of credit for any return flows generated, subject only to the provisions of Colo. Rev. Stat. § 37-82-106, and to Applicants’ obligation to consume no more than ninety-eight percent of the nontributary water withdrawn annually from the wells described herein, pursuant to Rule 8 of the Denver Basin Rules. Said water will be produced for immediate application to beneficial use, both on and off the Property, for storage and subsequent application to beneficial use, for exchange purposes, for replacement of depletions, for relinquishment pursuant to Colo. Rev. Stat. § 37-90-137 (9)(b), and for any other augmentation purpose. 7. Description of the Land Overlying the Subject Nontributary Ground Water: The Property consists of 462.9 acres of land overlying the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers in Douglas County, Colorado, more particularly described in Exhibit 2, attached hereto. 8. Name and Address of Owner of Land: Applicants (see above). WHEREFORE, Applicants request that this Court enter a judgment and decree: A. Granting the application and awarding the nontributary and not nontributary underground water rights claimed; B. Specifically determining as a matter of hydrological and geological fact that unappropriated ground water from the Laramie-Fox-Hills aquifer in the estimated amounts specified in paragraph 4 is available for withdrawal by Applicants; that the vested water rights of others will not be materially injured by such withdrawals; and that such withdrawals will not, within 100 years, deplete the flow of a natural stream at an annual rate greater than one-tenth of one percent of the annual rate of withdrawal; C. Specifically determining as a matter of hydrological and geological fact that unappropriated ground water from the Dawson, Denver, and Arapahoe aquifers in the estimated amounts specified in paragraph 4 is available for withdrawal by Applicants, and that vested water rights of others will not be materially injured by such withdrawal so long as Applicants obtain approval of a plan for augmentation pursuant to Colo. Rev. Stat. § 37-90-137(9)(c) prior to use; D. Specifically determining that Applicants’ full average annual entitlement from the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers may be produced through any combination of wells constructed into those aquifers, and that such wells shall be treated as a well field and operated in order to produce the full allocation of water from each aquifer; E. Specifically determining that Applicants may drill the subject wells at any point within the boundaries of the Property, but no closer than 200 feet to any property boundary, without the necessity of filing any further amendments to this application, republishing, or reopening the decree; F. Specifically determining that the decreed determination of rights to nontributary and not nontributary ground water is a determination of the right to use such water for existing and future uses and that this determination is not subject to the reasonable diligence requirements of Colo. Rev. Stat. § 37-92-301(4); G. Specifically determining that Applicants have the right successively to use and reuse to extinction the ground water which is the subject of this application, including the use in claiming of credit for return flows generated, subject only to the provisions of Colo. Rev. Stat. § 37-82-106 and to Applicants’ obligation to consume no more than ninety-eight percent of the

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ground water withdrawn annually from the from the Laramie Fox-Hills aquifer; H. Specifically determining that the return flows resulting from the use of the nontributary water that is the subject of this application can be used to replace out-of-priority depletions under a plan for augmentation; I. Directing that Applicants can withdraw the ground water that is the subject of this application from the wells to be constructed in the future in excess of the average annual amount decreed, so long as the sum of the total withdrawals from the aquifer does not exceed the product of the total number of years since the date of issuance of the well permit or the date of this Court’s decree, whichever occurs first, and the amount of average annual withdrawal; J. Specifically determining that Applicants have given adequate notice that the amounts decreed herein are subject to increase or decrease pursuant to this Court’s retained jurisdiction; K. Directing the State Engineer to issue well permits in conformance with the provisions in this decree for the wells necessary to withdraw the ground water decreed herein and any additional wells required by Applicants to produce their full annual entitlement from the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers; L. Specifically determining that the right to use the ground water determined by this Court to be available for withdrawal shall be deemed to be a vested property right; M. Directing that the Water Court shall retain jurisdiction as to determination of ground water from the subject wells as is necessary to provide for the adjustment of the average annual amount of withdrawal allowed to conform to actual local aquifer characteristics from adequate information obtained from well drilling or test holes, pursuant to Colo. Rev. Stat. § 37-92-305(11). 8 pages, 2 exhibits.

04CW81 Groves Farms, LLC, Riverview Farms, LLC, 0085 Road X, Orchard, CO 80649, (303)645-2247. (Vranesh & Raisch, LLP, PO Box 871, Boulder, CO 80306-0871 303-443-6151 APPLICATION FOR CHANGE OF WATER RIGHTS in MORGAN & WELD COUNTIES: 2. Decreed name of structures for which change is sought: A. Weldon Valley Ditch Company (8 shares); B. Riverside Reservoir and Land Company (5 private rights); C. Jackson Lake Reservoir & Irrigation Company (leased shares). 3. Previous Decrees: A. Weldon Valley Ditch Company (8 shares); (1) Date Entered: November 21, 1895, Court: Weld County District Court; (2) Decreed point of diversion: The decreed headgate location is the north bank of the South Platte River in the SW 1/4 NW 1/4 SE 1/4 of Section 13, Township 4 South, Range 61 West of the 6th P.M., Weld County, County, Colorado. (3) Source: South Platte River. (4) Appropriation Date: October 26, 1881; Amount: 165 cfs. (5) Historic Use: The 8 shares of the Weldon Valley Ditch Company have been and are used for irrigation. Diversion records for the Weldon Valley Ditch are attached as Exhibit A and a map showing the approximate location of historical use is attached as Exhibit D. (6) Proposed Change: Applicants seek to change the use of the shares to include augmentation, replacement, exchange and recharge, as well as the decreed irrigation use, with the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Applicant also proposes to bypass the shares as needed at the river headgate and/or structures along the ditch below the river headgate to provide augmentation water. Such augmentation use will include replacement of historic return flows, including ditch seepage losses, from the irrigation use of such surface water rights in the time, location and amount in which they occurred and prevent expanded use of such surface water rights so that other water rights will not be injured. B. Riverside Reservoir and Land Company (5 private rights). (1) Dates Entered: January 15, 1914, June 8, 1965; Court: Weld County District Court. (2) Decreed point of diversion: The Riverside headgate is located in the SW1/4 SW1/4 of Section 20, Township 5 North, Range 63 West, of the 6th P.M., Weld County, Colorado. (3) Source: South Platte River. (4) Appropriation Dates and Amounts: April 1, 1902 – 16,070 acre feet, August 1, 1907 – 41,437 acre feet, October 25, 1910 – 5795 acre feet, October 25, 1910 – 1706 acre feet, December 31, 1929 – 56,325 acre feet. (5) Historic Use: The 5 private rights of the Riverside Reservoir & Land Company have been and are used for irrigation. Storage records for Riverside are attached as Exhibit B and a map showing the

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approximate location of historical use is attached as Exhibit D. (6) Proposed Change: Applicants seek to change the use of the shares to include augmentation, replacement, exchange and recharge, as well as the decreed irrigation use, with the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Applicant also proposes to bypass the shares as needed at the river headgate and/or structures along the ditch below the river headgate to provide augmentation water. Such augmentation use will include replacement of historic return flows, including ditch seepage losses, from the irrigation use of such surface water rights in the time, location and amount in which they occurred and prevent expanded use of such surface water rights so that other water rights will not be injured. C. Jackson Lake Reservoir & Irrigation Company (leased shares). (1) Dates Entered: January 15, 1914, April 11, 1915, June 8, 1965; Court: Weld County District Court. (2) Decreed point of diversion: The water rights are diverted at the headgate which is located at a point on the North Bank of the South Platte River 900 feet South and 200 feet West of the center of the SE 1/4 of Section 18, Township 4 North, Range 61 West, of the 6th P.M., Morgan County, Colorado. (3) Source: South Platte River. (4) Appropriation Dates and Amounts: May 18, 1901 – 30,992 acre feet, May 18, 1901 – 4637 acre feet, December 31, 1929 – 8269 acre feet. (5) Historic Use: The shares of the Jackson Lake & Irrigation Company Shares have been and are used for irrigation. Storage records for Jackson Lake are attached as Exhibit C and a map showing the approximate location of historical use is attached as Exhibit E. (6) Proposed Change: Applicants seek to change the use of the shares to include augmentation, replacement, exchange and recharge, as well as the decreed irrigation use, with the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Applicant also proposes to bypass the shares as needed at the river headgate and/or structures along the ditch below the river headgate to provide augmentation water. Such augmentation use will include replacement of historic return flows, including ditch seepage losses, from the irrigation use of such surface water rights in the time, location and amount in which they occurred and prevent expanded use of such surface water rights so that other water rights will not be injured. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION. 4. Name of structures to be augmented: The structures to be augmented by this plan are irrigation and augmentation wells owned by the Applicants. The registration numbers and locations are listed in the tables below.

APPLICANTS’ WELLS

Well Name

Well Permit No. Decree Location

Groves No. 1 10372

W-4950, 99CW151 SW 1/4 SW 1/4 Sec. 6, T4N, R60W

Groves No. 3 55602

W-4950, 99CW151 SW 1/4 NW 1/4 Sec. 6, T4N, R60W

Woodworth No. 1 12466 W-5533 SW 1/4 SW 1/4 Sec. 18, T4N, R59W Woodworth No. 2 12467 W-5533 NW 1/4 NE 1/4 Sec. 19, T4N, R59W Woodworth No. 3 12468 W-5533 NW 1/4 NE 1/4 Sec. 19, T4N, R59W

Kula Well 11344-F W-2919 A34 SW 1/4 NW 1/4 Sec. 7, T4N, R60W Kammerer

Aug Well No. 1 60301-F

(aka 03237-F) W-2354 NW 1/4 SE 1/4 Sec. 25, T5N, R60W Kammerer

Aug Well No. 2 Application will

be filed NW 1/4 SE 1/4 Sec. 25, T5N, R60W

Riverview Well 9393-F

(aka 048559-F) W-2919-34,

89CW29 NW 1/4 NW 1/4 Sec. 13, T4N, R61W

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5. Previous decrees and pending applications for water rights to be used for augmentation: Augmentation water for this augmentation plan will come from several sources. Some augmentation water will be from recharge credits from decreed and pending water court cases, some will be from senior surface water rights, and some will be from augmentation wells owned by the Applicants. In addition, Applicants may purchase or lease augmentation water from additional sources to cover projected depletions that cannot be replaced from the sources owned by Applicants. Each of the sources currently available to Applicants is described below. A. Recharge Credits: Applicants seek approval to use the following sources of augmentation water from recharge credits in this plan for augmentation. (1) Riverside Recharge Credits (Applicants own a pro rata share for 5 private rights and may lease additional private rights): The Riverside Recharge Credits are derived from several augmentation plans that include utilization of facilities of the Riverside Irrigation District and the Riverside Reservoir and Land Company (collectively “Riverside”). The amount of recharge credits available pursuant to these augmentation plans is determined pursuant to each of the separate augmentation plan decrees. The Riverside Recharge Credits available to Applicant are from the following Decrees entered by the District Court, Water Division 1: (i) Case No. W-2919 (Area III) entered April 1, 1986; (ii) Case No. 86CW387 entered December 13, 1986; (iii) Case No. 88CW221 entered October 30, 1990; (iv) Case No. 88CW239 entered February 14, 1991; (v) Case No. 88CW264(A) entered April 30, 1996; (vi) Case No. 89CW027 entered April 30, 1996; (vii) Case No. 90CW189 entered November 23, 1991; and (viii) Case No. 02CW086 (application pending). The priorities and locations for each plan are listed below. (i) Case No. W-2919 (Area III): The appropriation date is June 30, 1975, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside headgate located in the SW1/4 SW1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 5, 7, and 8 of Township 4 North, Range 61 West, Sections 12, 13, and 14 of Township 4 North, Range 62 West, Section 20, Township 5 North, Range 63 West, Sections 28, 29, 32, and 33 of Township 5 North, Range 60 West. (ii) Case No. 86CW387: The appropriation date is June 17, 1986, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside Headgate located in the SW 1/4 SW 1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 28, 29, 32, and 33 of Township 5 North, Range 56 West, Sections 5, 7, and 8 of Township 4 North, Range 61 West, Sections 12, 13, and 14 of Township 4 North, Range 62 West. (iii) Case No. 88CW221: The appropriation date is June 17, 1986, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside Headgate located in the SW 1/4 SW 1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 28, 29, 32, and 33 of Township 5 North, Range 56 West, Sections 5, 7, and 8 of Township 4 North, Range 61 West, Sections 12, 13, and 14 of Township 4 North, Range 62 West. (iv) Case No. 88CW239: The appropriation date is March 3, 1988, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside Headgate located in the SW1/4 SW1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 5, 7, and 8 of Township 4 North, Range 61 West, Sections 12, 13, and 14 of Township 4 North, Range 62 West, Sections 4 and 9 of Township 4 North, Range 60 West, and Sections 8, 9, and 17 of Township 4 North, Range 61 West. (v) Case No. 88CW264(A): The appropriation date is November 4, 1988, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside Headgate located in the SW 1/4 SW 1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 3, 4, 12, 13, and 14 of Township 4 North, Range 62 West, and Sections 5, 7, and 8 of Township 4 North, Range 61 West. (vi) Case No. 89CW027: The appropriation date is March 11, 1985, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside Headgate located in the SW 1/4 SW 1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 2, 5, 7,

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8, 10, 11, 14, and 15 of Township 4 North, Range 61 West, and Sections 12, 13, and 14 of Township 4 North, Range 62 West. (vii) Case No. 90CW189: The appropriation date is August 10, 1990, and the decreed uses include augmentation by recharge. Water is diverted at the Riverside Headgate located in the SW 1/4 SW 1/4 of Section 20, Township 5 North, Range 63 West, and recharge ponds are located in Sections 20 and 29 of Township 5 North, Range 55 West, Sections 5, 7, and 8 of Township 4 North, Range 61 West, and Sections 12, 13, and 14 of Township 4 North, Range 62 West. (viii) Case No. 02CW086: Applicants may be entitled to additional recharge credits pursuant to a pending water court application filed by Riverside in Case No. 02CW086 by virtue of the ownership of Riverside private rights and leases with recharge pond owners. The appropriation date claimed in the application is April 30, 2002. Applicant has arranged to lease recharge credits from David Clark and W.W. Culpepper, the owners of nine recharge ponds included in the application. (2) Sublette Augmentation Plan Credits (Applicants own and may lease credits from the Sublette Augmentation Plan): Applicants own a portion of the augmentation credits from the Sublette Augmentation Plan, Case No. 89CW027, which is described above in Paragraph 5.A.(1)(vi), that cover out of priority depletions from Riverview Well No. 9393-F (aka Well No. 048559-F). That decree allows for any unreplaced depletions from Well No. 9393-F to be covered by other sources, and this plan may be used to make those replacements. In addition, Applicants may lease excess augmentation plan credits from Sublette pursuant to the terms of the Sublette decree in Case No. 89CW027 when they are available, and use them in this plan. (3) Goodrich Farms/Andrick Augmentation Plan Credits (Applicants have leased recharge credits): The Goodrich Farms/Andrick Augmentation Plan was decreed in Case No. W-2919(Area III), which is described above in Paragraph 5.A.(1)(i). (4) Bijou Irrigation Company Credits (Applicants are entitled to one-half of any available recharge credits from recharge ponds identified in pending water court applications pursuant to agreements with Bijou and other landowners): The Bijou credits are outlined in pending applications in Case Nos. 01CW189 and 03CW406. The appropriation dates for these rights are October 5, 2001 and December 5, 2003, and the requested uses include augmentation. Another alternative, potential source of replacement water for this plan is excess augmentation credits that may be purchased from Bijou, to the extent that any such credits may be available and are actually purchased from Bijou in accordance with written agreements between Applicants and Bijou. Augmentation credits are available to Bijou pursuant to the Decrees in Case Nos. W-2704 and W-9172-78, 95CW246, and 96CW142, and in pending Case No. 00CW58, all in District Court, Water Division 1. (5) Weldon Valley Ditch Recharge (Applicants own 8 shares): As shareholders in the Weldon Valley Ditch, Applicants may be entitled to recharge credits and to divert water for recharge from the Weldon Valley Ditch pursuant to an application filed in Case No. 02CW377, Water Division 1. The application in Case No. 02CW377 provides for a conditional water right with an appropriation date of July 24, 2002 and includes augmentation and recharge uses. (6) Ft. Morgan Reservoir & Irrigation Company (Applicants have leased augmentation credits): The Fort Morgan Reservoir & Irrigation Company (“Ft. Morgan”) Augmentation Plan was decreed in Case No. W-2692, in Water Court, Water Division 1. The appropriation date for the surface water rights used in this augmentation plan is May 19, 1972, and for the storage rights in Jackson Lake Reservoir is May 18, 1901 and the decreed uses include augmentation. The water rights are diverted at the Fort Morgan Canal headgate, located on the South Bank of the South Platte River at a point 23 chains North and 5 chains West of the SE corner of Section 31, Township 5 North, Range 59 West of the 6th P.M., Morgan County Colorado, and at the Jackson Lake Reservoir & Irrigation Company headgate, located at a point on the North Bank of the South Platte River 900 feet South and 200 feet West of the center of the SE 1/4 of Section 18, Township 4 North, Range 61 West of the 6th P.M., Weld County, Colorado. Applicants have an agreement with Ft. Morgan to purchase excess credits available pursuant to the terms of the decree in Case No. W-2692. (7) DT Ranch (Applicant has leased augmentation credits): DT Ranch has agreed to lease excess recharge

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credits available through its participation in the Fort Morgan Reservoir & Irrigation Company augmentation plan described in paragraph 5.A.(6) above. B. Senior Surface Water Rights: Applicants seek approval to use the following sources of augmentation water from senior surface water rights in this plan for augmentation. (1) Weldon Valley Ditch Company shares described above in Paragraph 3. (2) Riverside Private Rights described above in Paragraph 3. (3) Jackson Lake Reservoir & Irrigation Company shares described above in Paragraph 3. C. Augmentation Wells: (1) Kammerer Augmentation Well No. 1 (Well Permit No. 60301-F; previously Well Permit No. 03207-F). This well, which was historically used as an irrigation well, will also be used as an augmentation well for this plan. An augmentation well permit was issued for this well in 2003. Water from this well will be routed to the South Platte River through a drainage ditch adjacent to the Kammerer Farm to replace out-of-priority depletions not replaced from the other sources described above. ii. Kammerer Augmentation Well No. 2 (new well, well permit application will be filed). This well will be used as an additional augmentation well for this plan. A well permit application has been filed. Water from this well will also be routed to the South Platte River through a drainage ditch adjacent to the Kammerer Farm to replace out-of-priority depletions not replaced from other sources described above. D. GASP Water Rights: One additional alternative, potential source of replacement water for this plan is water rights and any excess augmentation credits that may be allocated to Applicant as a member of the Groundwater Appropriators of the South Platte River Basin, Inc. (“GASP”) or purchased from GASP, to the extent that any such credits may be available and are actually allocated to Applicant pursuant to a resolution adopted by the GASP board of directors or are purchased from GASP in accordance with written agreements between Applicants and GASP. 6. Plan for Augmentation: This augmentation plan provides for the calculation of stream depletions and the replacement of the out-of-priority stream depletions associated with the irrigation and augmentation wells identified in Paragraph 4 above. A. The stream depletion calculations will be done using the following methodologies: For the irrigation uses: i. The owner or operator of each farm will report the types and crops and number of acres to be irrigated by wells prior to May 1 of each year. The total irrigation water requirement for the lands irrigated by wells will be determined on a monthly basis using the modified Blaney-Criddle method. For lands irrigated with only well water, the consumptive use of ground water will be calculated for each well as the total irrigation requirement determined using the modified Blaney-Criddle method. For lands that are irrigated with both surface water and well water, the consumptive use of ground water calculated for each well using the modified Blane-Criddle method will be adjusted to account for the portion of the consumptive use provided by surface water. ii. The lagged effects of ground water consumption will be determined using the Stream Depletion Factor (SDF) methodology developed by the U.S.G.S. or another appropriate methodology as ordered or approved by the Court. iii. In the alternative, Applicants will determine actual well pumping by the use of flow meters and/or power records. The consumptive use of ground water will be determined by applying an appropriate presumed depletion factor to the amount of ground water pumped. For the augmentation uses: For the augmentation wells, all pumping shall be considered to be 100% consumptive, and the lagged effects of ground water consumption will be determined using the Stream Depletion Factor (SDF) methodology developed by the U.S.G.S. or another appropriate methodology as ordered or approved by the Court. B. Applicants will make replacements of out-of-priority deletions that cause material injury to senior vested water rights from the sources identified in Paragraph 5 above. The out-of-priority depletions from the irrigation and augmentation wells included in this plan will be replaced first from available recharge credits, then from available senior surface water rights, and then from the pumping of the Kammerer Augmentation Wells. The cumulative net effects on the South Platte River will be determined as the difference between the lagged depletions due to consumption of ground water and the lagged accretions due to recharge combined with the senior surface replacements and augmentation well pumping. C. Applicants will provide reports and accounting to the State and Division

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Engineers. D. Applicants reserve the right to add any additional sources of recharge credits, water rights, and augmentation wells that may be used to replace out-of-priority depletions of the wells identified in Paragraph 4 that may be acquired by purchase or lease; further, additional wells to be augmented may be added, all subject to such conditions as may be provided in any decree entered herein. Applicants also reserve the right to remove any recharge sites, augmentation wells and water rights from this plan in the future. 7. Name and address of owner of structures: Applicants own the wells to be augmented, the shares of Weldon Valley Ditch Company, Riverside Reservoir & Irrigation Company, Sublette augmentation credits, and the Bijou Irrigation Company recharge credits and

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Applicants have the permission of the owners of other sources that may be leased to list these sources in this application. 2004CW82 I. A. BADIN TRUST, Applicant, APPLICATION FOR PLAN FOR AUGMENTATION IN DOUGLAS COUNTY, 1.Name, Address, Telephone Number of Applicant:I. A. Badin Trust6859 N. Village RoadParker, Colorado 80134 (303) 841-08772 through PETROCK & FENDEL, P.C., 700 17th Street, Suite 1800, Denver, CO 80202Description of plan for augmentation: A.Groundwater to be augmented: 2 acre-feet per year of not nontributary Upper Dawson aquifer groundwater as decreed in Case No. 93CW146, District Court, Water Division 1. Applicant is the owner of the groundwater and will withdraw that water through a well, including an existing well, located on Parcel 23, Evans Ranch, which is genereally located in part of the N1/2 of Section 17, T7S, R65W, 6th P.M., as described and shown on Attachment A hereto ("Subject Property").B. Water rights to be used for augmentation: Return flows from the use of not nontributary Upper Dawson aquifer water and return flows and direct discharge of nontributary Denver aquifer groundwater as also decreed in Case No. 93CW146. Applicant is the owner of two acre-feet of Denver aquifer groundwater as decreed in Case No. 93CW146.C.Statement of plan for augmentation: The two acre-feet of Upper Dawson aquifer groundwater will be used for inhouse use, irrigation, and stockwatering of large domestic animals for commercial sale on the Subject Property. It is estimated that inhouse use will require 0.3 acre-feet per year, irrigation will require approximately 1.5 acre-feet per year for irrigation of home lawn and garden or pasture, and stockwatering use will require 0.2 acre-feet for sixteen large domestic animals. Applicant reserves the right to amend these values without amending this application 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. Water used for stockwatering 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, 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 in use at that time. D.During pumping Applicant will replace actual depletions to the affected stream system pursuant to Section 37-90-137(9)(c), C.R.S. Applicant estimates that depletions occur to the Cherry Creek stream system. Return flows from use of the subject water rights from inhouse use through a non-evaporative septic system and from irrigation use, will accrue to the South Platte River system and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve its nontributary Denver aquifer groundwater to meet future augmentation requirements.WHEREFORE, Applicant prays that this Court enter a Decree:4.Granting the application herein and specifically determining that vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater and the plan for augmentation proposed herein; FURTHER, Applicant prays that this Court grant such other relief as seems proper in the premises. 2004CW83 (97CW191) (87CW338) DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO, Court Address: 901 9th Avenue, Greeley, Colorado 80631. CONCERNING THE APPLICATION FOR WATER RIGHTS OF BZH LAND COMPANY, LLP, d/b/a BROE LAND COMPANY, IN DOUGLAS COUNTY, COLORADO. Attorneys for Applicant: Richard A. Johnson, #16047, Stephen C. Larson, #23275, JOHNSON & REPUCCI LLP, 2521 Broadway, Suite A, Boulder, CO 80304, (303) 442-1900, (303) 442-0191 fax. APPLICATION FOR FINDING OF REASONABLE DILIGENCE 1. Name, address and telephone number of Applicant: BZH Land Company, LLP, d/b/a/ Broe Land Company (“Broe”), 252 Clayton Street, 4th Floor, Denver, Colorado 80206, (303) 393-0033. Copies of all pleadings to: Richard

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A. Johnson, Stephen C. Larson, Johnson & Repucci, LLP, 2521 Broadway, Suite A, Boulder, Colorado 80302, (303) 442-1900. 2. Name of structures: a. The Ray Boegel Irrigation Excavated Sump Enlargement. b. The Szymanski Irrigation Well Enlargement. The above structures are hereinafter collectively referred to as the “Well Enlargements.” The conditional water rights to be withdrawn from the Well Enlargements are referred to as the “Enlargement Rights.” c. Conditional Right of Exchange: involves the right to exchange nontributary return flows and consumptive use credits upstream on Cherry Creek to the location of numerous wells owned by the Denver Southeast Suburban Water and Sanitation District (the “District”), more particularly described on Exhibit A attached hereto and to the Ray Boegel Irrigation Excavated Sump and Szymanski Irrigation Well described in paragraph 3.g.(1)(a) and (b) below. 3. Description of Conditional Water Rights. a. Original decree: Each of the subject conditional water rights were decreed on June 27, 1991, in Case No. 87CW338 by the District Court in and for Water Division No. 1 (the “Water Court”), and were continued as conditional rights pursuant to the diligence decree entered by the Water Court on March 23, 1998 in Case No. 97CW191. b. Decreed locations: (1) The Ray Boegel Irrigation Excavated Sump Enlargement: a point in the S1/2 NW1/4 of Section 15, T. 7 S., R. 66 W., 6th P.M. whence the W1/4 corner of said Section 15 bears South 74°20' West a distance of 1,394 feet. (2) The Szymanski Irrigation Well Enlargement: a point in the N1/2 NW1/4 of Section 15, T. 7 S., R. 66 W., 6th P.M. whence the N1/4 corner of said Section 15 bears North 33°17' East a distance of 1,058 feet. (3) The Conditional Right of Exchange: The extent of the natural stream system which is affected by Broe’s right of exchange is Cherry Creek from a point where Cherry Creek intersects the north section line of Section 10, T. 7 S., R. 66 W. of the 6th P.M. and upstream therefrom to Vestal’s Wellshire Hills, Inc. Irrigation Well located in the NE1/4 NW1/4 of Section 22, T. 7 S., R. 66 W., of the 6th P.M. whence the Northwest corner of said Section 22 bears North 76°53' west a distance of 2,382 feet. c. Source: (1) The source for each of the Enlargement Rights is the alluvium of Cherry Creek, tributary to the South Platte River. (2) The source for the conditional right of exchange is the reuse and successive use of nontributary water decreed in Case No. 82CW418 and historic consumptive use credits attributable to the Ray Boegel Irrigation Excavated Sump decreed in Case No. 87CW337. d. Appropriation date: The appropriation date for each of the subject conditional water rights is June 8, 1987. e. Amounts: (1) The Enlargement Rights are each decreed for 3.0 cfs, conditional. (2) The maximum rate of Broe’s right of exchange is 1.0 cfs, conditional, subject to certain additional limitations set forth in the decree in Case No. 87CW338. f. Decreed use: The subject conditional water rights are decreed for municipal use, which includes all municipal uses, such as but not by way of limitation, domestic, commercial, manufacturing, industrial, agricultural, watering of parks and lawns and gardens, fire protection, recreation, fish and wildlife propagation, sewage treatment, street sprinkling, maintenance of adequate storage reserves, replacement, augmentation and exchange. In addition, Broe may reuse and successively use the historic consumptive use credits associated with the Ray Boegel Irrigation Excavated Sump and the entirety of its nontributary water under its exchange right until such waters are entirely consumed. g.Other relevant decrees/information: (1) Each of the Enlargement Rights involves a supplemental appropriation of water from the location of an existing well structure. The existing structures and decreed water rights associated with the location of each of the Well Enlargements are as follows: (a) The Ray Boegel Irrigation Excavated Sump, Registration No. 2790-F adjudicated May 18, 1972 in Civil Action No. 3635 in the Douglas County District Court, decreed 2.07 cubic feet per second with a priority date of May 27, 1954, for agricultural and domestic including fire protection uses, with the point of diversion being a point in the S1/2 NW1/4 of Section 15, T. 7 S., R. 66 W., 6th P.M. whence the W1/4 corner of said Section 15 bears South 74°20' West a distance of 1,394 feet. (b) The Szymanski Irrigation Well, Registration No. 2789-F adjudicated May 18, 1972, in Civil Action No. 3635 in the Douglas County District Court, decreed 4.46 cubic feet per second with a priority date of March 9, 1956, for agricultural and domestic including fire protection uses, with the point of

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diversion being a point in the N1/2 NW1/4 of Section 15 whence the N1/4 corner of said Section 15 bears North 33°17' East a distance of 1,058 feet. (2) Under the decree in Case No. 87CW338, Broe may also divert all or a portion of the Enlargement Rights at any of the District’s wells identified on Exhibit A attached hereto, each of which is an alternate point of diversion for the Enlargement Rights and, together with the Enlargement Rights and right of exchange, constitute component features of an integrated water supply system for Broe’s proposed residential and commercial development described below. 4. Request for finding of reasonable diligence and outline of work done to complete project and apply water to beneficial use: The subject conditional water rights are part of a plan for augmentation decreed in Case No. 87CW338 to supply water for irrigation and for Broe’s proposed residential and commercial development (the “Development”) on approximately 258 acres in the N1/2 of Section 15, T. 7 S., R. 66 W., 6th P.M., in Douglas County (the “Property”). The subject conditional water rights may be withdrawn through the District’s wells as alternate points of diversion (pursuant to Case No. 87CW338) as part of the water supply system for the Property. The following activities have been conducted in order to apply the subject water rights to beneficial use: a. During the subject diligence period the District has continued in the development and maintenance of its overall water supply system, with which the subject conditional rights are integrated and in connection with which these conditional rights shall be put to beneficial use. b. During 2003 Broe engaged the planning firm of Plan West for consulting services necessary to take the Development plans for the Property through the entitlement process with Douglas County. Approval of Broe’s Development plans is necessary in order to put the subject conditional water rights to beneficial use for all their decreed purposes. c. On multiple occasions during the diligence period, including in August and November 2003, Broe, with its retained engineers, planners and other representatives, met with senior planners from the Douglas County Planning Department, in furtherance of their plans to receive the necessary County approvals to develop the Property for which the subject water rights were decreed. d. During the diligence period, Broe expended in excess of $30,000 constructing a tree farm on the Property, for the purpose of raising trees that will be planted and irrigated in the Development for which the subject water rights were decreed or elsewhere. e. During the diligence period, Broe expended in excess of $7,000 for irrigation pipe to be used in placing the subject conditional water rights to beneficial use. f. In the First Quarter of 2004 additional engineering and planning firms have been pursued by Broe for additional consulting services related to the Development of the Property. In addition, in February 2004 Broe added to its staff another individual with expertise in land use entitlements and real estate development, for the express purpose of providing such services for development of the Property for which the subject water rights were decreed. g. During the subject diligence period, Broe expended in excess of $8,000 in consulting fees and surveying as part of the land use approval process related to development of the Property for which the subject conditional water rights were decreed. h. During the diligence period, Broe incurred legal fees in excess of $16,000.00, in negotiations with the District related to the conditional water rights, water service for the Development and the system of District water rights with which the subject water rights are integrated; and related to evaluations and analysis necessary to placing the subject conditional water rights to beneficial use. WHEREFORE, Broe requests that the Court enter a decree continuing in full force and effect the conditional water rights for: (i) the Ray Boegel Irrigation Excavated Sump Enlargement; (ii) the Szymanski Irrigation Well Enlargement; and (iii) the aforementioned Conditional Right of Exchange; and rules that the subject water rights each constitute component features of an integrated water supply system consisting of the District’s wells identified in Exhibit A, and the subject conditional water rights. Dated this 31st day of March, 2004.

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2004CW84 Orphan Wells of Wiggins, LLC, P.O. Box 132, Wiggins, CO 80654, (970) 483-7838, APPLICATION FOR WATER RIGHTS, CHANGE OF WATER RIGHT AND APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING EXCHANGE IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS, CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION, INCLUDING STORAGE AND GROUNDWATER RECHARGE IN WELD AND MORGAN COUNTIES, c/o PETROCK & FENDEL, P.C., Frederick A. Fendel, III, 700 17th Street, Suite 1800, Denver, CO 80202, (303) 534-0702. 2. The members of Orphan Wells of Wiggins, LLC (“OWW”) are the owners of 41 wells previously augmented by the Groundwater Appropriators of the South Platte (“Augmented Wells”), described as follows: Owner Reg # Court # Location GPM Alan Axton 1951 W1158 SW1/4SW1/4 36-03N-59W 150 Alan Axton 2102 W1158 SW1/4SE1/4 36-03N-59W 400 Alan Axton 8989 F W3406 NW1/4SW1/4 36-03N-59W 900 Allan Ashenbrenner 8389 W1812 NW1/4SW1/4 10-03N-59W 900 Allan Ashenbrenner 8391 W1812 SW1/4SE1/4 10-03N-59W 1300 Barbara Teets 0583 W1430 SE1/4SW1/4 26-04N-60W 900 Beverly Bruntz CP10125 W1062 SW1/4 NE1/4 34-04N-60W 1350 Canfield Drilling Co. 013389F W548 SE1/4SE1/4 1-03N-58W 450 Canfield Drilling Co. 013390F W548 SE1/4SE1/4 1-03N-58W 450 Chris Metherd 12903RF1148 W4253 SW1/4SW1/4 35-04N-60W 925 Dale Knapp 12134 F W2961 NW1/4SE1/4 8-04N-60W 1200 Douglas Sauter 6356RR W1475 SW1/4 NW1/4 34-04N-60W 1350 Duane Pope 6321 W1426 SW1/4SW1/4 27-04N-60W 1430 Duane Pope 6322 W1426 SW1/4NW1/4 27-04N-60W 1521 Empire Dairy 4978F W168 NE1/4 SW1/4 32-04N-60W 1000 Eric Walek 045089-F W4897 NW1/4SW1/4 22-03N-58W 200 Frances Bender 12343 W2919A14 NE1/4SE1/4 33-05N-60W 375 Frances Bender 12344 W2919A14 CENTER SE1/4 33-05N-60W 375 Frances Bender 03160F W9196-78 SE1/4SW1/4 11-04N-60W 700 Garry Neuschwanger 14128 R W16704 SE1/4SW1/4 23-04N-61W 1800 Gilbert Meier 1606R W1678 SW1/4SE1/4 3-03N-60W 1500 Jerry Newman R 11590 W618 SE1/4SE1/4 21-04N-60W 900 Jimmy Nukaya 1783 W1481 SE1/4SW1/4 1-03N-60W 700 John Jones 14129 W2919A33 SE1/4NE1/4 12-04N-61W 2100 John Jones 14129 W2919A33 SE1/4NE1/4 12-04N-61W 2100 John Jones 14129 W2919A33 SE1/4NE1/4 12-04N-61W 2100 Jon Lengel 2102F W4849 NE1/4SW1/4 36-03N-59W 823 Lance Kauffman 6357 W1475 SW1/4SE1/4 27-04N-60W 1350 Lance Kauffman 011680R W8178-76 SW1/4 NW1/4 26-04N-60W 1000 Lance Kauffman 2547F W1475 SE1/4NE1/4 27-04N-60W 1100 Richard Neb R1270 W585 SE1/4SE1/4 4-03N-60W 900 Robert Loose 1535 W16704 SW1/4NW1/4 3-03N-60W 1100 Robin Hayes 12134 F W2961 NW1/4SE1/4 8-04N-60W 1200 Ron Weiser 1534 W16704 SW1/4 SW1/4 3-03N-60W 1100 Roy Knapp 11612 W1479 SW1/4SW1/4 34-04N-60W 1000 Terry Weitzel 14183 W958 NE1/4NE1/4 2-03N-60W 750 Terry Weitzel 14184 W958 NW1/4NE1/4 2-03N-60W 300 Terry Weitzel 14185 W958 SE1/4NE1/4 2-03N-60W 750 Terry Weitzel 02998F W958 NE1/4SE1/4 2-03N-60W 900

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Tom Thompson 049843-F W16704 SE1/4 SW1/4 3-03N-60W 1100 Wade Castor R10589RF W3223 NW1/4SW1/4 11-04N-60W 900 OWW seeks by this application to augment the use of the Augmented Wells using water diverted and recharged, senior surface irrigation rights, and an augmentation well, and to change the use of its senior surface irrigation rights to allow such use.CHANGES OF WATER RIGHTWater Rights to be Changed: 26 shares of Putnam Ditch Company stock leased by OWW.Prior Decrees: Originally decreed November 21, 1895, Case No. 433, Weld County District Court. By decree of the Weld County District Court in Case No. 6534 dated June 9, 1925, the point of diversion was changed to the Bijou Canal, described below.Priorities and amounts: OWW is entitled to use a pro rata share of Priority 13, April 1, 1880 for 10.0 cfs and Priority 17, April 26, 1882 for 30.0 cfs;Use:Irrigation;Point of Diversion: Bijou Canal, located in the SE¼, §12, T4N, R63W, 6th P.M., Weld County;Source: South Platte River;Historical use: The irrigated land is located in the E1/2 NE1/4 §27, T4N, R 61W of the 6th P.M., the N1/2 NW1/4 of §25, T4N, R61W, and NW1/4 §26, T4N, R61W. Proposed change: Uses will include commercial and irrigation. Manner of use will include direct flow, storage, augmentation of irrigation and commercial uses, including augmentation by recharge of ground water for delayed credit. Place of use will include the irrigated lands owned by OWW’s members.4.Water Rights to be Changed: 2 shares of Jackson Lake Reservoir Company4.1 Prior Decrees: Originally decreed January 15, 1914, Case No. 2142, Weld County District Court for 30,992 acre-feet; Originally decreed May 11, 1915, Case No. 16704, Weld County District Court for 4,637 acre-feet; Originally decreed June 8, 1965, Weld County District Court for 8,269.92 acre-feet. 4.2 Priority: Priority 20 dated May 18, 1901; Priority 20R dated December 31, 1921; 4.3 Amount: OWW is entitled to use a pro rata share of 43,898 acre-feet;4.4 Use:Irrigation;4.5 Point of Diversion: The headgate of the Jackson Lake Inlet Canal is located at a point on the north bank of the South Platte River 900 feet south and 200 feet west of the center of the Southeast ¼, §18, T4N, R61W, 6th P.M. The inlet extends thence easterly about 10 miles to the reservoir. Jackson Lake reservoir is located in Sections 10, 13, 14, 15, 16, 21, 22, 23, 24, 26, and 27 all in T5N, R60 W, 6th P.M., Morgan County, Colorado;4.6 Source: South Platte River;4.7 Historical use: Jackson Lake Reservoir shareholders have historically used their aliquot share of Jackson Lake Reservoir water rights for irrigation or leased the water to other water users. Pursuant to several decrees by the Water Court in and for Water Division No. 1, water is delivered to the South Platte River to replace out of priority depletions;4.8 Proposed change: Uses will include commercial and irrigation. Manner of use will include direct flow, storage, augmentation of irrigation and commercial uses, including augmentation by recharge of ground water for delayed credit. Place of use will include the irrigated lands owned by OWW’s members;5. Water Rights to be Changed: 2 shares of Morgan Prewitt Reservoir Company5.1Prior Decrees: Originally decreed January 15, 1914, Case No. 2142, Weld County District Court for 32,300 acre-feet; Originally decreed October 18, 1965, Case No. 16704, Weld County District Court for 34,960 acre-feet; Priority: Priority date May 25, 1910; Priority date December 31, 1929; Amount: OWW is entitled to use a pro rata share of 67,260 acre-feet;5.4 Use: Irrigation;5.5 Point of Diversion: headgate located on the east bank of the South Platte River in the SW¼, §24, T5N, R55W, 6th P.M., Morgan County;Source: South Platte River; Historical use: Prewitt shareholders have historically used their aliquot share of Prewitt Reservoir water rights for irrigation or leased the water to other water users; Proposed change: Uses will include commercial and irrigation. Manner of use will include direct flow, storage, augmentation of irrigation and commercial uses, including augmentation by recharge of ground water for delayed credit. Place of use will include the irrigated lands owned by OWW’s members;APPLICATION FOR WATER RIGHTS6.Structure: OWW Well No. 36.1 Location: SW¼ NE¼, § 34, T4N, R60W, 6th P.M., Morgan County, at approximately UTM coordinates 577941 E and 4457822 N, 1927 North American datum;6.2 Source: Groundwater tributary to the

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South Platte River;6.3 Amount: 3500 gpm;6.4 Priority: March 31, 2004;6.5 Use: Irrigation and commercial, by means of augmentation of the Augmented Wells, and other wells that may join OWW in the future. Water from OWW Well No. 3 will be discharged to the river by pipeline pursuant to the augmentation plan below.6.6 The appropriation was initiated by action of OWW and the filing of this application.7. Structure: OWW Well No. 1 ,7.1Location: in the NW¼, §17, T4N, R60W, 6th P.M., Morgan County, at approximately UTM coordinates 573972 E and 4462801 N, 1927 North American datum.7.2 Source: Groundwater tributary to the South Platte River;7.3 Amount: 5000 gpm;7.4 Priority: March 31, 2004;7.5 Use: Irrigation and commercial, by means of augmentation of the Augmented Wells, and other wells that may join OWW in the future. Water from OWW Well No. 1 will be used by direct discharge or by recharge of ground water for delayed augmentation credit pursuant to the augmentation plan below.7.6 OWW and the State Board of Land Commissioners filed an application for a different well, also designated as “OWW Well No. 1” in Case No. 03CW432. That application will be withdrawn.7.7 OWW Well No. 1 will be located sufficiently close to the South Platte River to be administered under its own priority without consideration of out of priority depletions or a plan for augmentation.7.8 The appropriation was initiated by action of OWW and the filing of this application.8.Structure: OWW Well No. 4, 8.1 Location: in the SW¼, §13, T4N, R61W, 6th P.M., Weld County, at approximately UTM coordinates 571276 E and 4462421 N, 1927 North American datum.8.2 Source: Groundwater tributary to the South Platte River;8.3 Amount: 5000 gpm;8.4 Priority: March 31, 2004;8.5 Use: irrigation and commercial, by means of augmentation of the Augmented Wells, and other wells that may join OWW in the future. Water from OWW Augmentation Well No. 4 will be used by direct discharge or by recharge of ground water for delayed augmentation redit, pursuant to the augmentation plan below.8.6 OWW Well No. 4 will be located sufficiently close to the South Platte River to be administered under its own priority without consideration of out of priority depletions or a plan for augmentation.8.7 The appropriation was initiated by action of OWW and the filing of this application. PLAN FOR AUGMENTATION 9.Structures to be augmented: the Augmented Wells, described above; OWW Well No. 3, described above.10.Sources of augmentation water: 10.1 Putnam Ditch shares, described above;10.2 Bijou Recharge water: OWW is entitled to a portion of the water available under the water right claimed by the Bijou Irrigation Company in Case No. 03CW406;10.3 OWW Wells 1 through 4, under water rights claimed above and in 03CW437;10.4 Jackson Lake Reservoir Company shares, described above;10.5 Morgan Prewitt Reservoir shares, described above;11. Recharge Ponds: OWW has recharge structures filled from the Bijou Canal, the Weldon Valley Ditch, the Riverside Canal Company, and OWW Well Nos. 1 and 4. The recharge structures are described as follows: Owner Surface Area Location Water Source Jones 5 23-04N-61W Bijou Bender 13 14-04N-60W Bijou Newman 5 21-04N-60W Bijou Jones 20 2-04N-61W Riverside Castor/Foy 20 SW1/4 29-5N-59W Weldon Bruntz 20 N1/2N1/2 28-4N-59W Bijou Bruntz 15 E1/2NW1/4 28-4N-59W Bijou Bruntz 5 NW1/4NW1/4 28-4N-59W Bijou Hart/Langford 10 NE1/4NE1/4 30-4N-61W Bijou Aschenbrenner 10 SW1/4SW1/4 11-3N-59W Bijou Metherd 20 SW1/4SE1/4 33-4N-59W Bijou Metherd 20 SW1/2SE1/4 33-4N-59W Bijou Metherd 20 SE1/4SW1/4 33-4N-59W Bijou

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Empire Dairy 20 SW1/4NW1/4 29-4N-60W Bijou Empire Dairy 20 SW1/4NW1/4 29-4N-60W Bijou Empire Dairy 20 NW1/4SW1/4 29-4N-60W Bijou Empire Dairy 20 NW1/4SW1/4 29-4N-60W Bijou Neb 20 SW1/4NW1/4 7-3N-58W Bijou Neb 20 NW1/4SE1/4 7-3N58W Bijou Neb 20 SW1/4SE1/4 7-3N-58W Bijou Walek 10 N1/2SW1/4 22-3N-58W Pipe Line Carmin 40 SE1/4SE1/4 29-5N-59W Weldon Pope 10 SE1/4NW1/4 27-4N-60W Pipe Line Pope 10 NE1/4SW1/4 27-4N-60W Pipe Line Bruntz 20 NE1/4 34-4N-60W Pipe Line Kauffman 20 NE1/4NE1/4 27-4N-60W Pipe Line Smith 20 NW1/4NW1/4 18-4N-60W Recharge Well Knapp 20 NW1/4NW1/4 3-4N-60W Recharge Well Knapp 7 NE1/4SW1/4 34-4N-60W Pipe Line Axton 20 N1/2S1/2 33-4N-59W Bijou Snider 18 NE1/4NE1/4 24-3N-59W Bijou Yocum 20 SW1/4SW1/4 17-4N-60W Pipe Line OWW will use some of these structures pursuant to agreements with the respective ditch companies. These structures are or will be the subject of applications by the ditch companies for recharge rights.12.Description of Plan for Augmentation: 12.1 The Augmented Wells have historically been used for commercial use and the irrigation of approximately 4,300 acres. The applicant seeks approval of a plan for augmentation to provide for replacement of out-of-priority depletions to the South Platte River from the use of the Augmented Wells, including out-of-priority post-pumping depletions resulting from use of the Augmented Wells since January 1, 1974, to the extent necessary to prevent injury to other water rights. Out of priority depletions from pumping OWW Well No. 3 will also be replaced.12.2 Beginning in 2004, the amount of water withdrawn through the wells will be measured either with flow meters or through use of the power conversion coefficient method. Irrigation use, commercial use and augmentation use will be measured separately. 12.3 Applicant proposes to account for and replace out-of-priority depletions and historical return flow obligations and to submit a projection of pumping, stream depletions, historical return flow obligations and augmentation supplies for each annual accounting period to State water administration officials. Applicant’s members propose to reduce projected pumping for each annual accounting period to the extent necessary to prevent projected out-of-priority stream depletions and historical return flow obligations from exceeding projected augmentation supplies.12.4 The location of stream depletions from the use of the Augmented Wells will be in the reach of the South Platte River from approximately the NW1/4 of Section 23, Township 4 North, Range 61 West, 6th P.M. in Weld County to approximately the NW1/4 of Section 27, Township 4 North, Range 58 West, 6th P.M. in Morgan County, Colorado.12.5OWW will replace stream depletions by releasing water to the South Platte Riverfrom its augmentation sources, by recharging ground water to produce delayed augmentation accretions, and by using its augmentation wells to shift the timing of depletions to times when augmentation water is available.12.6Recharge accretions in excess of the amount necessary to replace out-of-priority depletions under this plan will be re-diverted by exchange to OWW Wells Nos. 1, 2 and 4 for re-delivery into the recharge structures described in paragraph 7.13. Owners of land on which structures are located:13.1OWW Well No. 1:Estate of Floyd YocamP. Andrew Jones, AdminstratorLind, Lawrence & Ottenhoff, LLPPO Box 326Greeley, CO 8063213.2OWW Well No. 3:Beverly Bruntz105 Fairway LaneFort Morgan, CO 8070113.3OWW Well No. 4:Leroy Smith & Myrtle E. Smith 208 MCR V-8/10 Orchard, CO 8064913.4 Jackson Lake

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Reservoir:Jackson Lake Reservoir and Irrigation Company 218 E Kiowa AvenueFort Morgan, CO 80701-311013.5Prewitt Reservoir:Morgan-Prewitt Reservoir Companyc/o Prewitt Operating Committee112 North 8th StreetP.O. Box 333Sterling, CO 8075113.6 Augmented Wells and recharge ponds are located on lands owned by members of OWW.14.The following documents are attached to the application: a summary of diversion records and maps of the approximate locations of the irrigated acreage. WHEREFORE, Applicants pray for a decree granting the requested water rights, changes of water right and plan for augmentation and finding that operation of the wells herein under the augmentation plan will not cause injury to other water rights and for such other and further relief as will afford full relief in the matter. 2004CW85 Town of Lochbuie, c/o Town Manager, 703 WCR 37, Brighton, CO 80603 (Steven P. Jeffers, Esq. and Madoline E. S. Wallace, Esq., Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978.) Bromley District Water Providers, LLC, 9145 East Kenyon Avenue, Suite 100, Denver, CO 80237 (Carolyn F. Burr, Esq., Friedlob Sanderson Paulson & Tourtillott, LLC, 1775 Sherman Street, 21st FL, Denver, CO 80203.) Application for Underground Water Rights and Approval of Plan for Augmentation, IN DOUGLAS, ARAPAHOE, DENVER, ADAMS AND WELD COUNTIES. CLAIM FOR UNDERGROUND WATER RIGHTS 2. Names of wells and permit, registration, or denial numbers: The Town of Lochbuie claims underground water rights for Lochbuie Well No. 1 (Permit No. 046864-F) and Lochbuie Well No. 2 (Permit No. 050158-F). The well permits identified above are for use of the wells under previous substitute supply plans. The Town has not yet applied for well permits to use the wells under this application and plan for augmentation claimed herein, but will do so in conjunction with the Town’s request for substitute supply plan while the application is pending. 3. Legal Description of Wells: a. Town of Lochbuie Well No. 1 is located in the NE¼ SE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 2,485 feet from the South section line and 90 feet from the East section line. b. Town of Lochbuie Well No. 2 is located in the SE¼ NE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 1,345 feet from the North section line and 475 feet from the East section line. 4. Source: Ground water in the Beebe Draw Alluvium, tributary to South Platte River. 5. Depth: Lochbuie Well No. 1 is 100 feet deep. Lochbuie Well No. 2 is 86 feet deep. 6. a. Date of Appropriation: i. Lochbuie Well No. 1: October 31, 1996. ii. Lochbuie Well No. 2: October 31, 1998. b. How appropriation was initiated: For each well the appropriation date is based on the issuance of the original well permit for that structure by the State Engineer and diversion of water into the Town’s municipal water system. c. Date water applied to beneficial use: i. Lochbuie Well No. 1: October 31, 1996. ii. Lochbuie Well No. 2: October 31, 1998. 7. Amount claimed: a. Lochbuie Well No. 1: 2.23 cfs total (1,000 gpm): 700 gpm, absolute, and 300 gpm, conditional. b. Lochbuie Well No. 2: 2.23 cfs total (1,000 gpm): 800 gpm, absolute, and 200 gpm, conditional. 8. Proposed uses: Municipal purposes, including domestic, industrial, commercial, stock watering, recreation, fire protection, and any other use. Such ground water may be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for any and all augmentation purposes. Such water is intended for use in a unified municipal water system and for use, reuse, successive use and disposition for all such purposes, including reuse of water for irrigation of parks, open space, greenways and other landscaped areas of Lochbuie. PLAN FOR AUGMENTATION 9. Description of water rights to be augmented: a. Name of structures to be augmented: Lochbuie Well Nos. 1-7. b. Decreed locations: i. Town of Lochbuie Well No. 1, Permit No. 046864-F. Located in the NE¼ SE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 2,485 feet from the South section line and 90 feet from the East section line. ii. Town of Lochbuie Well No. 2, Permit No. 050158-F. Located in the SE¼ NE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 1,345 feet from the North section line and 475 feet from the East section line. iii. Town of

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Lochbuie Well No. 3 (a/k/a The Lochbuie Center Well No. 3A, Permit No. 03181-RF.) Located in the SW¼ SW¼ Section 31, TIN, R65W, 6th P.M., in Weld County, 850 feet from the South section line and 100 feet from the West section line. iv. Town of Lochbuie Well No. 4 (a/k/a Lochbuie Water Company Well No. 4, Permit No. 3033-F.) Located in the SE¼ NE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 2,600 feet from the North section line and 1,200 feet from the East section line. v. Town of Lochbuie Well No. 5 (a/k/a Lochbuie Water Company Well No. 5, Permit No. R-0196). Located in the NW¼ NE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 1,200 feet from the North section line and 1,500 feet from the East section line. vi. Town of Lochbuie Well No. 6 (a/k/a Lochbuie Water Company Well No. 1, Permit No. 6063-F.) Located in the SW¼ SE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 1000 feet from the South section line and 1,500 feet from the East section line. vii. Town of Lochbuie Well No. 7 (a/k/a Lochbuie Water Company Well No. 2, Permit No. R-11952-F.) Located in the SW¼ SE¼ Section 36, TIN, R66W, 6th P.M., Weld County, Colorado, 900 feet from the South section line and 1,550 feet from the East section line. These structures are decreed for diversion under their own appropriation dates and under other decreed plans for augmentation as described in paragraphs 9.c. and g. c. Previous decrees for structures to be augmented: Lochbuie Well Nos. 3 - 7 have water rights decreed in Case No. W-484 entered on September 10, 1971, Case No. W-4982 entered on October 7, 1974, Consolidated Case Nos. W-7827-74 and W-4981 entered on December 4, 1975, and conditional water rights decreed in Case No. 84CW026 on August 24, 1988. Those conditional water rights were the subject of diligence decrees in Case No. 94CW139 entered on February 13, 1996 and Case No. 2002CW039 entered on November 20, 2002. Combined consumptive use from Lochbuie Well Nos. 4-7 under their decreed priorities is limited to not more than 730 acre feet per year. No changes are requested for those water rights. The Town seeks a decree to confirm its appropriations from Lochbuie Well Nos. 1 and 2 in this case. d. Source: Ground water in the Beebe Draw Alluvium, tributary to South Platte River. e. Appropriation dates and amounts:

Well No.

Appropriation Date

CFS (gpm) Annual Diversion Limit (A-F/Y)

Annual CU Limit (A-F/Y)

1 10/31/96 2.23 (1,000 gpm) none none 2 10/31/98 2.23 (1,000 gpm) none none 3 6/10/61 1.06 (476 gpm) 425 140 4 5/25/61 2.67 (1,196 gpm) N/A 304 1/31/84 same 350 conditional 116 conditional

5 5/51 2.0 (896 gpm) N/A 227 1/31/84 same 264 conditional 87 conditional

6 9/1/64 4.44 (1,989 gpm) N/A 128 1/31/84 same 1,725 conditional 570 conditional

7 9/29/54 2.44 (1,093 gpm) N/A 71 1/31/84 same 946 conditional 312 conditional

f. Use: Municipal, including domestic, commercial, industrial, irrigation, recreation, fish and wildlife, and fire protection. g. Previously Decreed Augmentation Plans: Lochbuie Well Nos. 1 –7 were decreed as alternate points of diversion in Case No. 98CW457 entered on May 31, 2001, as a well field under FRICO’s plan for augmentation originally decreed in Case Nos. 84CW088, 84CW089, and 84CW090. No changes are requested herein with regard to that plan for augmentation. Lochbuie Well Nos. 3-7 were previously decreed as points of diversion under a plan for augmentation decreed to the Beebe Draw Water and Sanitation District in Case No. 84CW026. Lochbuie now owns all water rights included in Case No. 84CW026. By this application, Lochbuie wishes to include Lochbuie Well Nos. 1 and 2 as additional points of diversion, and to include the nontributary ground water rights described in Section 10 as additional replacement sources to augment out-of-priority depletions from the Town’s wells

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under terms and conditions consistent with the decree in 84CW026. 10. Previous decrees for water rights to be used for augmentation: Lochbuie acquired a total of 900 acre feet of nontributary ground water in Douglas County from the Bromley District Water Providers, LLC in the following sources as part of the annexation of the Silver Peaks subdivision into Lochbuie’s municipal boundaries and the Town’s agreement to provide water service for development of that property. Bromley District Water Providers retained an interest in a portion of the ground water in excess of the amount needed to deliver approximately 575 acre feet to the Town to replace depletions caused by pumping approximately 1380 acre feet per year for water service to Silver Peaks. Additional water may be purchased by Lochbuie or used to serve other development within the Town’s service area. a. Decree Entered: Case No. W-7806-74 incorporated and accounted for in Case No. 80CW158, entered September 16, 1981, in Water Court, Water Division 1. i. Sources and amounts: a) 200 acre feet per year from the nontributary Dawson aquifer. b)145 acre feet per year from the nontributary Denver aquifer. c) 425 acre feet per year from the nontributary Arapahoe aquifer. ii. Legal description of the existing points of diversion: a) DA Well No. 3 (Permit No. 57960-F): In the SW ¼ NE ¼ of Section 34, Township 8 South, Range 67 West, 6th P.M., 2,100 feet from the North and 1,700 feet from the East Section lines. b) DN Well No.5 (Permit No. 57961-F): In the SE ¼ NE ¼ of Section 34, Township 8 South, Range 67 West, 6th P.M., 1,470 feet from the North and 300 feet from the East Section lines. c) Arap. Well No. 1 (Permit No. 57962-F): In the SW ¼ NE ¼ of Section 34, Township 8 South, Range 67 West, 6th P.M., 2,200 feet from the North and 1,800 feet from the East Section lines. Applicants may also divert water at other decreed or permitted locations or from additional well sites under this decree. iii. Decreed Uses: Such ground water is decreed for all municipal purposes, including domestic, industrial, commercial, stock watering, recreation, fire protection, and any other use. Such ground water may be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for any and all augmentation purposes. Such water is decreed for use in a unified municipal water system and for use, reuse, successive use and disposition for all such purposes. b. Decree Entered: Case No. 84CW385, entered September 20, 1988, in Water Court, Water Division 1. i. Source and Average Annual Amount: 130 acre feet per year from the nontributary Arapahoe aquifer, subject to relinquishment of 2% of the amount of water diverted on an annual basis. ii. Legal description of the point of diversion: a) Well A-1: In the SW ¼ NE ¼ of Section 35, Township 8 South, Range 67 West, 6th P.M., 1,760 feet from the North and 1,890 feet from the East Section lines. b) Well A-2: In the SE ¼ SW ¼ of Section 35, Township 8 South, Range 67 West, 6th P.M., 440 feet from the South and 1,460 feet from the West Section lines. c) Applicants may also divert water at other decreed or permitted locations or from additional well sites under this decree. iii. Decreed Uses: The decree uses are the same as those described in Section 10. a. iii. above. 11. Historical use: Historical use is not relevant, because the augmentation sources are all decreed nontributary ground water rights. 12. Statement of plan for augmentation: The Town of Lochbuie will pump approximately 1380 acre feet of ground water from the Beebe Draw Alluvium through Lochbuie Well Nos. 1-7 for use within the Town’s municipal treated water system and for raw water irrigation and other uses pursuant to the decreed water rights for those wells and the rights claimed herein. Such water may be used within the Town boundaries and at other locations served by contract with the Town. Some of the water my be reused for irrigation purposes on parks, open spaces or other landscaped areas, including storage for such purposes or for recreational uses. Return flows from such use will accrue to the Beebe Draw Alluvium and to the Beebe Seep Canal or other ditches in the Beebe Draw by outside return flows, lawn irrigation return flows, and by direct return at the Lochbuie wastewater treatment plant and any future replacement or additional wastewater treatment plants that return treated effluent to the Beebe Draw. The depletions from such pumping are anticipated to be approximately 575 acre feet per year. In addition to augmentation of such depletions under the decree in Case No. 84CW026,

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Lochbuie will replace such depletions by delivering up to 900 acre feet of nontributary ground water from the sources described in Section 10 above to East Plum Creek through the Plum Creek Delivery System, down Plum Creek and the South Platte River, and then diverting such water from the South Platte River into the Beebe Draw. Diversion from the South Platte River will be through a diversion described below into the United Gravel Pit Storage Reservoir, then through the Beebe Draw Pipeline to either the Burlington Canal or the O’Brien Canal, or directly from the South Platte River through the Burlington-O’Brien Canal to Barr Lake and the Beebe Seep Canal. The current location of the Lochbuie wastewater treatment plant is in the N ½ of Section 31, Township 1 North, Range 65 West of the 6th P.M., Weld County, Colorado. A new plant is currently planned for construction in the NE ¼ of Section 29, Township 1 North, Range 65 West of the 6th P.M., in Weld County. The headgate of the Burlington-O’Brien Canal is located on the east side of the South Platte River in the SW ¼ NE ¼ of Section 14, Township 3 South, Range 68 West of the 6th P.M. in Adams County at a point approximately 2,300 feet from the North line and 2,200 feet from the East line of said Section 14. In addition to delivery through the Burlington-O’Brien Canal, Applicants may deliver the subject nontributary ground water through the following diversion point: a. Brantner Ditch headgate on the South Platte River at the diversion dam located in the NE ¼ of the SW ¼ of Section 4, Township 2 South, Range 67 West of the 6th P.M., in Adams County. b. Fulton Ditch headgate located on the South Platte River in the NE ¼ of the SE ¼ of Section 17, Township 2 South, Range 67 West, 6th P.M., in Adams County. c. United Diversion Facility No. 3: A surface diversion facility to be located on the East bank of the South Platte River in the SW ¼ of Section 26, Township 1 South, Range 67 West of the 6th P.M., in Adams County, approximately 1,636 feet from the West line and 1,531 feet from the South line of said Section 26. Applicants may divert their nontributary ground water from the South Platte River at a rate up to the rate such ground water is delivered to the South Platte River system, less any transit loss. Applicants estimate the diversion rate to be approximately 5 cfs. The United Gravel Pit Storage Reservoir is located in the S ½ of Section 26 and N ½ of Section 35, Township 1 South, Range 67 West of the 6th P.M., in Adams County. From that location, a pipeline will be constructed east across portions of Sections 35 and 36, Township 1 South, Range 67 West and Sections 31, 32 and 33, Township 1 South, Range 66 West to the Burlington-O’Brien Canal. Barr Lake is located upon the whole or part of Sections 15, 21, 22, 23, 26, 27, 28 and 33, Township 1 South, Range 66 West, 6th P.M., in Adams County. 13. Names and addresses of the owners of land on which the structures are or will be located, upon which the water is or will be used, or upon which water is or will be placed to beneficial use: a. The Town of Lochbuie owns Lochbuie Well Nos. 1-7, and the Town owns or has easements for all of the well sites. b. The Town of Lochbuie owns the Lochbuie wastewater treatment plant and the land upon which it is located. c. The Town of Lochbuie owns the wells described in Section 10. a., and owns easements for all well sites in Sections 10. a. and b. d. The Silver Peaks Metropolitan District No. 1 (“Silver Peaks”) owns the Plum Creek Delivery System, subject to an easement by the Town of Lochbuie for the delivery of Lochbuie’s nontributary ground water. Silver Peaks’ address is 9145 East Kenyon Avenue, Suite 102, Denver, CO 80237. e. The Bromley District Water Providers, LLC owns or has easements for the land where the United Gravel Pit Storage Reservoir and the Beebe Draw Pipeline are located and where the United Diversion Facility No. 3 is located. The Town of Lochbuie has a contract or an easement to use those facilities to deliver the subject ground water to the Beebe Draw. f. The Fulton Ditch is owned by the Fulton Irrigating Ditch Company, 25 South 4th Avenue, Brighton, CO 80601. g. The Farmers Reservoir and Irrigation Company and Burlington Ditch and Reservoir and Land Company own the Burlington-O’Brien Canal. FRICO owns Barr Lake. The address of FRICO and the Burlington Company is 80 South 27th Avenue, Brighton CO 80601. h. The Brantner Ditch is owned by the Brantner Ditch Company, c/o Bryce Steele, Esq. 25 South 4th Avenue, Brighton, CO 80601. i. Aggregate Industries owns the land where the diversion point from the South Platte River to the United Gravel Pit Storage Reservoir is located, subject to an easement owned by

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Applicants. Aggregate Industries address is 3605 S. Teller Street, Lakewood, Colorado 80235. Attached as EXHIBITS A and B are maps of the existing and proposed facilities and diversion points.

04CW86 & 87 will be published in May 04CW88 Del Z. Carter & Ethel L. Carter Revocable Trust, dated Jan. 5, 1994, by and through Del Zane Carter 7 Ethel L. Carter, Trustees, PO Box 71, 24964 County Rd 117, Simla, CO 80835. Application for Water Rights (Surface), IN ELBERT COUNTY. Carter Springs 1-7 at 24964 County Rd 117, Simla, aka S33 T9S R60, 6th P.M. Detailed Desc: Carter Spring #1 N 39 13’ 18.5” W 104 06’ 23.4”. Carter Spring #2 N39 13” 29.3” W 104 06’ 36.2”. Carter Spring #3 N 39 13’ 27.7” W 104 06’ 46.1”. Carter Spring #4 N 39 13 34.0” W 104 06’ 55.1”. Carter Spring #5 N 39 13’ 42.4 W 104 07’ 01.4”. Carter Spring #6 N 39 13’ 47.0” W 104 07’ 05.2”. Carter Spring #6 N39 13’ 45.8” W 104 07’ 06.6”. Carter Tank Connected to Spring #3 N39 13’ 35.4” W 104 06’ 53.7. Source: Tributary to Reed Springs Gulch, which is a tributary to the East Bijou Creek, which is a tributary to the South Platte River. Appropriation: 08/27/1951 Use: For livestock & wildlife including cattle, horses, & sheep (3 pages & 2 attachments)

Amended Applications 96CW346-B Pinnacle Peak Homes, Inc., Attn: Michael Powell, PO Box 2722, Littleton, CO 80161. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 10, 1996, and amended on March 18, 2004. Pinnacle Well - Permit #58635-F, 144 Kiowa Ct., aka Indian Mountain Filing 15 Lot 29, located in the SW1/4 NE1/4 S34 T9S, R75W of the 6th P.M., 1395’ from N section line and 1885’ from E section line. Source: Groundwater Depth: 580’ Appropriation: 5/31/73 (W-7389) Amount claimed: 1.75 gpm Use: Household (3 pages + 2 attachments) 96CW579 Michael Odette, 3572 Boodel Circle, Elizabeth, CO 80107. Amended Application for Underground Water Right, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 23, 1996, and amended on March 12, 2004. Odette Well - Permit #58464-F, 2702 Michigan Hill Rd., aka Michigan Hills Filing 3 Lot 233A, located in the SW1/4 SW1/4 S7 T8S, R75W of the 6th P.M., 1100’ from S section line and 300’ from W section line. Source: Underground Depth: 320’ Appropriation: 5/31/79 (79CW163) Amount claimed: 5 gpm Use: Household (3 pages + 3 attachments) 96CW649 Jerry & Mary Reisdorff, PO Box 240, Jefferson, CO 80456. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 23, 1996, and amended on March 8, 2004. Reisdorff Well - Permit #054116-F, 240 Topaz Ct., aka Lost Park Ranches Filing 2 Lot 210, located in the NW1/4 SE1/4 S14 T9S, R74W of the 6th P.M., 1947’ from S section line and 1552’ from E section line. Source: Groundwater Depth: 225’ Appropriation: 6/30/1977 (W-8573-77) Amount claimed: 6 gpm Use: Household and 2000 sq. ft. of home lawns or gardens. (3 pages + 3 attachments ) 96CW684 Paul A. Leach, 4001 S. Logan St., Englewood, CO 80127. Amended Application for Underground Water Right, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 24, 1996, and amended on March 3, 2004. Leach Well -

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Permit #034355-F, 106 Georgia Pass Lookout, Jefferson, Michigan Hill Lot 165, located in the SW1/4 SW1/4 S36 T7S, R76W of the 6th P.M., 260’ from S section line and 380’ from W section line. Source: Groundwater Depth: 125’ Appropriation: 5/31/79 (79CW163) Amount claimed: 15 gpm Use: Household (3 pages ) 96CW719 John E. & Donna J. Botbyl, 11316 San Joaquin Ridge, Littleton, CO 80127. Amended Application for Underground Water Right, IN PARK COUNTY. Botbyl Well - Permit #051814-F, 318 Bordenvile Ct., Jefferson, aka Stagestop Lot 36, located in the NE1/4 SW1/4 S12 T9S, R75W of the 6th P.M., 1690’ from S section line and 1915’ from W section line. Source: Underground Depth: 530’ Appropriation: 12/31/75 (W-8573-77) Amount claimed: .33 gpm Use: Household (3 pages + 5 attachments) 96CW740 Carl T. Phipps, 1141 S. Quitman, Denver, CO 80219. Amended Application for Underground Water Right, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 26, 1996, and amended on March 12, 2004. Phipps Lot 09 Well, 334 Eagle Rock Rd, Los Park Ranch Lot 09, located in the SW1/4 of the SW1/4 S14 T9S R74W of the 7th P.M. and Phipps. Lot 10 Well #055679-F, 322 Eagle Rock Rd., Lost Park Ranch Lot 10, located in the SW1/4 of the SW1/4 S14 T9S, R74W of the 6th P.M., 765’ from S section line and 350’ from W section line. Source: Underground Depth: 652’ Appropriation: 7/8/77 (W-8573-77) Amount claimed: .33 gpm Use: Household (2 pages + 6 attachments) 96CW787 Thieu N. Bui, 17926 E. Bethany Dr., Aurora, CO 80127. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 27, 1996, and amended on March 18, 2004. Bui Well - Permit #052524-F, 62 Bonus Gulch Way, aka Lost Park Ranch Filing 1 Lot 137, located in the SE1/4 SW1/4 S13 T9S, R74W of the 6th P.M., 710’ from S section line and 2440’ from W section line. Source: Groundwater Depth: 661’ Appropriation: 6/30/77 (W-8573-77) Amount claimed: .5 gpm Use: Household (3 pages + 2 attachments) 96CW805-A Joyce E. Cook, PO Box 174, Wheat Ridge, CO 80034. Amended Application for Underground Water Right, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 27, 1996, and amended on March 15, 2004. Cook Well - Permit #058821-F, 2287 Al Gulch Rd, Jefferson, aka Lost Park Ranch Filing 1 Lot 162, located in the SW1/4 NW1/4 S13 T9S, R74W of the 6th P.M., 1440’ from N section line and 700’ from W section line. Source: Underground Depth: 128’ Appropriation: 6/30/77 (W-8573-77) Amount claimed: 7 gpm Use: Household (3 pages + 3 attachments) 96CW806 Darreld D. & Marketta Randolph, PO Box 306, Jefferson, CO 80456. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 27, 1996, and amended on March 1, 2004. Randolph Well - Permit #056262-F, 818 Hawk Way, Como, aka Elkhorn Ranches Filing 5 Lot 60, located in the NE1/4 NE1/4 S3 T10S, R75W of the 6th P.M., 1140’ from N section line and 1310’ from E section line. Source: Groundwater Depth: 480’ Appropriation: 12/31/1975 (W-8107) Amount claimed: 1.4 gpm Use: Household (3 pages) 96CW810 Robert E. Fortune & Jessie LyNel Gross, PO Box 61, Como, CO 80456. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 27, 1996, and amended on March 22, 2004.

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Fortune-Gross Well - Permit #054344-F, 150 Pheasant Run, Elkhorn Ranches Filing 5, Lot 83, located in the NW1/4 NW1/4 S3 T10S, R75W of the 6th P.M., 380’ from N section line and 1040’ from W section line. Source: Groundwater Depth: 480’ Appropriation: 12/31/1975 (W-8107) Amount claimed: 5 gpm Use: In house use, single family dwelling. (3 pages + 3 attachments) 96CW850 Leta Dianne Roberts, #5 Mesa Ridge, Abilene, TX 79606. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 30, 1996, and amended on March 18, 2004. Proposed locations: 1) Leta Lot 182 Well, Michigan Hill Filing 2 Lot 182, the NW1/4 NW1/4 S6 T8S, R75W of the 6th P.M., 2) Leta Lot 184 Well, Michigan Hill Filing 2 Lot 184, the NW1/4 NW1/4 S6 T8S, R75W of the 6th P.M., 3) Leta Lot 186 Well, Michigan Hill Filing 2 Lot 186, the NW1/4 NW1/4 S6 T8S, R75W of the 6th P.M., 4) Leta Lot 144 Well, 0 Selkirk Lane, Michigan Hill Filing 2 Lot 144, the NW1/4 NE1/4 S1 T8S, R76W of the 6th P.M., Michigan Hill, 5) Leta Lot 203 Well, 34 Ohler Ct., Michigan Hill Filing 2 Lot 203, the NW1/4 NW1/4 S7 T8S, R75W of the 6th P.M., Michigan Hill, 6) Leta Lot 29 Well, Michigan Hill Filing 1 Lot 29, the NW1/4 SW1/4 S1 T8S, R76W of the 6th P.M., Michigan Hill, 7) 191.47 acres in the NW4, S6, T8S, R75W of the 6th P.M., 8) 609 acres in the S2 S2, S25, T7S, R76W of the 6th P.M. Source: Groundwater Depth: Unknown Appropriation: 5/31/79 (79CW163) for Wells 1-6. Amount claimed: .33 gpm for each well Use: Household (3 pages + 8 attachments) 96CW926 Raymond B. Castillo, 9337 Raleigh Ct, Westminster, CO 80456. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 30, 1996, and amended on March 29, 2004. Castillo Well - Permit #051992-F, 29 Raven Wy, aka Elkhorn Ranches Lot 108, located in the NE1/4 NE1/4 S8 T10S, R75W of the 6th P.M., 90’ from N section line and 70’ from E section line. Source: Groundwater Depth: 410’ Appropriation: 02/28/1975 (W-7903-75) Amount claimed: 5 gpm Use: In house use, single family dwelling and irrigation of not more than 5,000 square feet of home gardens and lawns. (2 pages + 3 attachments) 96CW1000 Leroy J. Cortez, 5432 South Yank Way, Littleton, CO 80127. Amended Application for Underground Water Right, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 30, 1996, and amended on March 17, 2004. Cortez Well - Permit #035235-F, 499 French Pass Cir., aka Michigan Hill Filing 1 Lot 055, located in the NW1/4 SW1/4 S1 T8S, R76W of the 6th P.M., 2375’ from S section line and 1225’ from W section line. Source: Underground Depth: 301’ Appropriation: 5/31/79 (79CW163) Amount claimed: 1.5 gpm Use: Household (3 pages + 4 attachments) 96CW1052 Robert & Helene Dunmire, 2777 S. Perry St., Denver, CO 80236-2257. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 31, 1996, and amended on March 22, 2004. Dunmire Well - Permit #052086-F, 1074 Michigan Hill Rd, Jefferson, aka Michigan Hill Lot 154, located in the NE1/4 NE1/4 S1 T8S, R76W of the 6th P.M., 350’ from N section line and 1200’ from E section line. Source: Groundwater Depth: 275’ Appropriation: 05/31/1979 (79CW163) Amount claimed: 8 gpm Use: In house use, single family dwelling. (3 pages + 3 attachments) 96CW1100 Linda Marshall, 5746 Jaymills Ave., Long Beach, CA 90805. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 31, 1996, and amended on March 30, 2004. Marshall Well - Permit #58463-F, 492 Glacier Peak View, Michigan Hill Lot 32, located in the NW1/4 SW1/4 S1 T8S, R76W of the 6th P.M., 2110’ from S section line and 700’ from W section

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line. Source: Groundwater Depth: 240’ Appropriation: 05/31/79 (79CW163) Amount claimed: 5 gpm Use: In house use, single family dwelling. (3 pages + 1 attachments) 96CW1125-A Patrick & Joan Rigdon, PO Box 190, Jefferson, CO 80456. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 31, 1996, and amended on March 29, 2004. Rigdon Well - Permit #049836-F-R, 1625 Michigan Hill Rd., aka Michigan Hill Lot 190, located in the NW1/4 SW1/4 S8 T8S, R75W of the 6th P.M., 1820’ from S section line and 840’ from W section line. Source: Groundwater Depth: 440’ Appropriation: 05/31/79 (79CW163) Amount claimed: 7 gpm Use: In house use, single family dwelling. (3 pages + 5 attachments) 96CW1125-B Marvin D. Brewster, PO Box 191, 1653 Michigan Hill Rd., Jefferson, CO 80456. Amended Application for Underground Water Rights, IN PARK COUNTY. This claim was filed with the Water Clerk, Water Division No. 1, on December 31, 1996, and amended on March 29, 2004. Brewster Well - Permit #049872-F, 1653 Michigan Hill Rd, aka Michigan Hill Lot 191, located in the NW1/4 SW1/4 S6 T8S, R75W of the 6th P.M., 1600’ from S section line and 900’ from W section line. Source: Groundwater Depth: unknown Appropriation: 05/31/79 (79CW163) Amount claimed: 1.5 gpm Use: In house use, single family dwelling. (3 pages + 3 attachments) 00CW124 – MOUNT EVANS TROUT FISHING, LLC, in CLEAR CREEK COUNTY. Mount Evans Trout Fishing, LLC, c/o Edward Smith, #65 Hideaway Circle Road, Evergreen, CO 80439, (303)674-5331, c/o Paul J. Zilis and Lisa C. Ledet, Vranesh and Raisch, LLP, P. O. Box 871, Boulder, Colorado 80306, (303)443-6151. FIRST AMENDMENT TO APPLICATION FOR WATER RIGHTS, APPROVAL OF PLAN FOR AUGMENTATION AND EXCHANGE. Description of Existing Augmentation Plan and Amendment. On July 31, 2000, the former applicants in Case No. 00CW124, Jacques A Machol, Jr. and Doris K. Machol (“Machols”) filed an Application for Water Rights, Approval of Plan for Augmentation and Exchange. A decree has not yet been entered in this matter and subsequently, the current Applicant, Mount Evans Trout Fishing LLC ("Mount Evans"), purchased the water rights and claims of Machols. An Order substituting Mount Evans as the Applicant in this case was entered on December 3, 2003. This amendment changes the name of the Pinecrest Trout Pond, claims an additional use for the pond, corrects the legal description of Well No. 044486-F, and claims an additional source of augmentation water. The name of the Pinecrest Trout Pond shall be changed to Grandma and Grandpa’s Fishing Pond. Water from Grandma and Grandpa’s Fishing Pond will be used to irrigate approximately 0.8 acres of lawn and native grasses. In addition, Mount Evans has contracted with the City of Idaho Springs ("Idaho Springs") to supply augmentation water from Idaho Springs Storage Reservoir, First Enlargement ("Idaho Spring Reservoir"), which Idaho Springs owns and operates, also known as Chicago Creek Reservoir, located on Chicago Creek, a tributary of Clear Creek, in Clear Creek County, Colorado. The water supplied by Idaho Springs will be used as augmentation to replace all depletions from Mount Evans’ wells and Grandma and Grandpa’s Fishing Pond, which are tributary to Clear Creek. The structures to be augmented remain the same as in the original Application and include the following: A. Grandma and Grandpa’s Fishing Pond (formerly known as Pinecrest Trout Pond). (1) Location of dam: NW 1/4 SE 1/4, Section 8, Township 4 South, Range 73 West, 6th P.M., at a point approximately 1,400 feet north of the south section line and 1,900 feet west of the east section line. If off channel reservoir, name and capacity of ditch or ditches used to fill reservoir and legal description for each point of diversion: Pinecrest Trout Pond Feeder Canal, located in the SE 1/4 SW 1/4 of Section 8, Township 4 South, Range 73 West, 6th P.M. at a point approximately 700 feet north of the south section line and 2,400 east of the west section line. (2) Source: Chicago Creek,

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tributary to Clear Creek. (3) Date of appropriation: June 1, 1932. The appropriation was initiated by application of water to beneficial use. (4) Amount: 2.5 acre feet absolute, with a rate of diversion of 1 cfs to fill the reservoir. (5) Use: Irrigation, piscatorial and recreational uses. B. Well No. 044486-F. (1) Location: NE 1/4 SE 1/4, Section 8, T4S, R73W, 6th P.M., at a point 1,650 feet north of the south section line and 1,300 feet west of the east section line. (This corrects the legal description contained in the original application). (2) Source: groundwater tributary to Chicago Creek. (3) Date of appropriation: January 20, 1995. (4) Amount: 15 gpm absolute. (5) Use: Domestic and commercial. C. Well No. 044487-F. (1) Location: NW 1/4 SE 1/4, Section 8, T4S, R73W, 6th P.M., at a point 1,500 feet north of the south section line and 1,650 feet west of the east section line. (2) Source: groundwater tributary to Chicago Creek. (3) Date of appropriation: January 20, 1995. (4) Amount: 15 gpm absolute. (5) Use: Domestic and commercial. 3. Previous Decree for Water Right to Be Used for Augmentation. A. Case No.: 84CW508. B. Name of Structures: Idaho Springs Storage Reservoir, First Enlargement. C. Decree Date: June 14, 1989. D. Court: Water Court, Water Division No. 1. E. Legal Description of place of storage: Beginning at the easterly point of the contact of the dam axis with the existing ground, said point being situated whence the northwest corner of Section 6, Township 5 South, Range 73 West, 6th P.M., Clear Creek County, bears south 3°10' East a distance of 2,350 feet. The existing Idaho Springs Storage Reservoir (aka Chicago Creek Reservoir) will be enlarged at its existing site. The enlarged reservoir will be an on-channel reservoir located on Chicago Creek, in the W 1/2, Section 6, Township 5 South, Range 73 West, 6th P.M. and the E 1/2 Section 1, Township 5 South, Range 74 West, 6th P.M. Land to be inundated by the First Enlargement is wholly owned by the applicant. F. Source: Chicago Creek and Chicago Creek drainage basin, tributary to Clear Creek, tributary to South Platte River. G. Amount: 1,850 acre feet CONDITIONAL with the right of successive refills in priority until this amount is diverted and stored annually. This amount is an enlargement of and in addition to the water right for the Idaho Springs Storage Reservoir, decreed by the District Court in and for Water Division No. 1 on May 19, 1971 in Case No. W-326 in the amount of 150 acre feet. H. Appropriation Date: May 17, 1982. I. Use: Municipal use, which includes all municipal uses, such as but not by way of limitation, domestic, commercial, manufacturing, industrial, agricultural, watering of parks and lawns and gardens, fire protection, generation of electric power and power generally, recreation, fish and wildlife propagation, sewage treatment, street sprinkling, maintenance of adequate storage reserves, lease, replacement, augmentation and exchange. 4. Statement of Plan for Augmentation and Exchange, covering all applicable matters under Sections 37-92-103(9), 302(1)(2) and 305(8), C.R.S. Give full details of plan, including a description of all water rights to be established or changed by the plan. A. In addition to depletions from the wells and evaporation from the pond, this Amended Plan for Augmentation will replace depletions from irrigation. B. Replacements will be made to Chicago Creek through the release of water from Idaho Springs Storage Reservoir pursuant to a long-term lease between Idaho Springs and Mount Evans. C. With the issuance of a Decree in this case authorizing the use of the augmentation water from Idaho Springs Reservoir as the sole source of augmentation for all uses claimed herein, Mount Evans will not rely upon the augmentation sources or the exchange necessary to utilize those augmentation sources set forth in the original Application herein. Until such time, Mount Evans will continue to claim the right to use those augmentation sources and said exchange. D. Applicant hereby agrees that Statements of Opposition filed to the original Application shall continue to apply to this Amended Application. 2002CW323 NEW WORLD WEST LOTOWNERS, ET. AL., Applicants, IN ARAPAHOE COUNTY. AMENDED APPLICATION FOR UNDERGROUND WATER RIGHTS AND UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY UPPER AND LOWER

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ARAPAHOE AND LARAMIE-FOX HILLS AND NOT NONTRIBUTARY DENVER AQUIFERS in Arapahoe County 1. Names and Address of Applicants: New World West Lotowners, et al. c/o 71 Algonquian St.Aurora, Colorado 80018 (303) 364-2905 through PETROCK & FENDEL, P.C. 700 17th Street, Suite 1800, Denver, CO 80202 (303) 534-0702 2. Applicants hereby amend the application filed with this Court in December, 2002, to amend the legal description of the Subject Property as follows: 25.2 acres of land located in the N1/2SW1/4 of Section 2, T4S, R66W of the 6th P.M., Arapahoe County. All other matters remain the same as shown in the December,2002, resume for Water Division 1. WHEREFORE, Applicants pray that this court enter a decree for the relief requested in this amended application and for such further relief as the court deems proper in the premises. 2003CW99, South Platte Well Users Association and the Well Augmentation Subdistrict of the Central Colorado Water Conservancy District, 3209 W. 28th Street, Greeley, CO 80634; 970-330-4540; South Platte Well Users Association, 21454 Weld County Road 33, LaSalle, CO 80645; 970-284-6495 (P. Andrew Jones, Lind, Lawrence & Ottenhoff, LLP, 1011 11th Avenue, Greeley, Colorado 80631; (970) 356-9160). Second Amended Application for Water Rights, Change of Water Rights, and Approval of Plan of Augmentation in Weld, Larimer & Adams Counties. 2. Four applications have been filed in this matter, two original applications, dated February 28, 2003 (03CW99) and March 31, 2003 (03CW177), and two Amended Applications, dated March 3, 2003 (03CW99) and April 30, 2003 (03CW177). The two cases, 03CW99 and 03CW177, were consolidated by Order of the Court dated August 18, 2003. Hereafter, these applications and Amendments shall be referred to collectively as the “Application.” AUGMENTATION PLAN 3. The list of wells to be augmented under the application is hereby amended to be consistent with the wells listed on Exhibit “A” attached hereto. Wells not listed on Exhibit “A” are deleted from the Application. Applicant reserves the right to add or remove wells from the plan, both during the pendency of the application, and upon the entry of the decree. 4. The list of water rights to be used to augment the wells is hereby amended to be consistent with the rights listed on Exhibit “B,” attached hereto. The list on Exhibit “B” is intended to be a summary of all rights previously plead, plus additional rights not mentioned in any previous filing in this case. However, to the extent Exhibit “B” fails to list rights previously plead through oversight or error, it is the Applicants intent that the right previously plead nevertheless continue to be included in the Application. The Applicant continues to secure additional sources through lease and purchase, and will need to amend the application from time to time to include these sources. In addition, Applicant Well Augmentation Subdistrict is entitled to use replace sources owned or controlled by the Ground Water Management Subdistrict of the Central Colorado Water Conservancy District (“GMSD”), and Central Colorado (“CCWCD”), on an as-available basis, so these sources should be considered in conjunction with this application as well as the application filed by GMSD, 02 CW 335. Interested parties should refer to Case No. 02CW335 for a listing of replacement sources owned or controlled by GMSD and CCWCD. 5. Plan for Augmentation: 5.1 Diversions from the wells listed in Exhibit “A’ cause depletions to the South Platte River and its tributaries. The purpose of this plan is to replace out of priority depletions in time, location and amount to the extent necessary to prevent injury to senior, calling rights. 5.2 Method for Determination of Well Depletions: 5.2.1 The historic consumptive use for each parcel is estimated for the period 1974-2004 and future years are added. This history is necessary to determine the long term resulting depletion attributed to the wells after consideration of alluvial lagging effects. The modified Blaney-Criddle crop evapotranspiration method is used to estimate monthly crop potential consumptive use for the crops historically grown over the period. These crops include predominately corn, alfalfa, beets, vegetables, dry beans, wheat and irrigated pasture. The consumptive use model is a water budget that includes surface water inputs, effective precipitation and soil moisture storage. A monthly water budget is simulated for each parcel for every month of the applicable period. This budget includes the distinction

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between flood and sprinkler irrigated acres. After credit of any applicable surface water sources, effective precipitation and soil moisture the model estimates the amount of alluvial water necessary to fulfill the net crop irrigation requirement. 5.2.2 Many of the parcels have surface water rights that irrigate the parcel with the well serving as a supplemental supply. The surface rights include, but are not limited to the Farmers Independent Ditch Company, the Lupton Bottoms Ditch Company, the Lupton Meadows Ditch Company, the Meadow Island No. 1 Ditch Company, the New Cache La Poudre Ditch Company, the New Cache La Poudre Reservoir Company, the Union Ditch Company, the Western Mutual Ditch Company, the Fulton Irrigation Company, the Platte Valley Irrigation Company, the Beeman Ditch and Milling Company, the Farmers Reservoir and Irrigation Company, Barr and Milton Divisions, Fossil Creek Reservoir, Greeley Irrigation Company, the Godfrey Ditch Company, Henrylyn Irrigation District, the Larimer and Weld Irrigation Company, Owl Creek Supply and Irrigation Company, and Windsor Reservoir. The budget includes the application of surface supplies assuming a 65 percent field application efficiency for flood irrigation and an 80 percent field irrigation efficiency for pivot and sprinkler irrigation. It is assumed that each system has a ditch conveyance loss ranging from 15 to 30 percent. 5.2.3 The on site monthly alluvial depletions for the alluvial wells are lagged to the South Platte River using the SDF method. For farms located 120 days or less from the South Platte River, It is assumed that the alluvial surface water component is 40 percent of the total alluvial return flow, which reaches the River in the same month it is pumped, leaving 60 percent as deep percolation, which is lagged back to the River using the farm SDF value. For farms located more than 120 days from the South Platte River, it is assumed that all return flows reach the River via subsurface flows, and all returns are lagged. The description of this method is intended to give inquiry notice to interested parties - it does not state all the calculations or assumptions made. The actual method finally approved by the Court may differ from this proposal. 5.2.4 Using the above described method, and given the data and information currently available, annual depletions for the wells listed in Exhibit “A” are estimated to be 17,000-18,000 acre feet per year. 5.3 Replacement of Out of Priority Depletions: Applicants will make replacement of out of priority depletions from sources identified in Exhibit “A.” 5.4 Accounting and Reporting: Applicants will make an accounting of their augmentation plan and make reports to the Division Engineer. CHANGE OF WATER RIGHTS 6. Decreed Name of Structure: Beeman Milling Ditch and Milling Company (2 shares). 6.1 The Beeman owns 12/90ths of the priorities of the Meadow Island Ditch Company No. 2 which were decreed in Case No. 6009 in District Court, County of Arapahoe, State of Colorado on 4/28/1883 with appropriation dates of 5/13/1886 for 57.83 cfs and 4/10/1876 for 8.33 cfs from the South Platte River. The decreed use is for irrigation. The headgate location is on the West bank of the South Platte River in the SE 1/4 of the NW 1/4 of Section 1, Township 2 North, Range 67 West of the 6th P.M., Weld County, Colorado. 6.2 Historic Use: The two shares of the ditch have historically been used to irrigate 155 acres. 7. Decreed Name of Structure: Fossil Creek Reservoir (1 share). 7.1 Decrees: The reservoir was decreed in Civil Action m 11217 in the District Court, State of Colorado, on September 10, 1953 and in Civil Action m 2031 on April 22, 1922 with appropriation dates of 3/5/1901 for 12,052 a.f. and 6/1/1904 for 1,545 a.f. from the Cache La Poudre River. The decreed use is for irrigation, commercial, municipal, industrial and domestic. The reservoir is located on the Cache La Poudre River in the SW¼ SE¼ SW¼, Section 10, Township 6 North, Range 68 West of the 6th P.M., Larimer County, Colorado. 7.2 Historic Use: The share of the reservoir have and are used to irrigate 132 acres. 8. Decreed Name of Structure: Fulton Ditch (263.3 shares) 8.1 Decrees: The Fulton Irrigation Ditch was decreed in Case m 6009 in the Arapahoe County District Court, Arapahoe County, State of Colorado, on April 28, 1883 with appropriation dates of May 1, 1865 for 79.7 c.f.s.; July 8, 1876 for 74.25 c.f.s; November 5, 1879 for 50.23 c.f.s.; November 1, 1882 for 244.62 c.f.s. (abandoned in Case m A-16069, Denver District Court, 1938); from the South Platte River. The decreed use is for irrigation. The decreed headgate location is near Section 9, between Sections 16 and 17 in Township 2 South, Range 67 West of

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the 6th P.M., Adams County, Colorado. The actual headgate location is in the NE¼ NE¼ SE¼ of Section 17, Township 2 South, Range 67 West of the 6th P.M., Adams County, Colorado. 8.2 Historic Use: The 263.3 shares of the ditch have and are used to irrigate 330 acres. 9. Decree Name of Structure: Godfrey Ditch Company (Section No. 3 Ditch) (2 shares). 9.1 Decrees: The ditch was decreed in Case No. 6009 in District Court, County of Arapahoe, State of Colorado on 4/28/1883 with appropriation dates of 3/10/1870 for 26.88 cfs and 3/15/1873 for 30.83 cfs from the South Platte River. The decreed use is for irrigation. The headgate location is in the SE 1/4 of the Section 4, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado. 9.2 Historic Use: The 2 shares of the ditch have historically been used to irrigate 20 acres. 10. Decreed Name of Structure: Greeley Irrigation Company (3 shares) 10.1 Decrees: A decree was entered in Civil Action m 320 in the District Court, County of Larimer, State of Colorado on April 11, 1882. The headgate of Canal m 3 is located on the south side of the Cache La Poudre River in the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 32, Township 6 North, Range 66 West of the 6th P.M., Weld County, Colorado at a point 1900 feet West and 2200 feet North of the southeast corner of said Section 32. The source of water is the Cache La Poudre River. The decreed use is for irrigation and domestic with the following appropriation dates and amounts: Priority No. Appropriation Date Decreed Amount 35 04/01/1870 52.0 cfs 46 10/01/1871 41.0 cfs 50 07/15/1872 63.13 cfs 58 05/15/1873 16.67 cfs Canal m 3 and the above water rights are jointly owned, with 5/8ths interest belonging to Greeley Irrigation Company and 3/8ths interest belonging to the City of Greeley. Greeley Irrigation Company also owns 60 preferred rights in Fossil Creek Reservoir. The historic consumptive use of Greeley m 3 shares was determined on the based of a ditch wide analysis decreed in Case No. 96-CW-658, Water Division m 1. 10.2 Historic Use: The 3 shares of the ditch have and are used to irrigate 40 acres. 11. Decreed Name of Structure: Milton Reservoir (41 shares). 11.1 Decrees: The reservoir was decreed in Civil Action m 54658 in the District Court, State of Colorado, on August 2, 1918 with an appropriation date of 5/29/1909 for 26,773 a.f. from the South Platte River. The decreed use is for irrigation. The reservoir is located on the in the SW¼ NW¼ NW¼, Section 11, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 11.2 Historic Use: The shares of the reservoir have and are used to irrigate 658 acres. 12. Decreed Name of Structure: Platte Valley Ditch/Evans m 2 (83.57 shares). 12.1 Decrees: The ditch was decreed in Case m 6009 in the District Court, County of Arapahoe, State of Colorado on 4/28/1883 with an appropriation date of 10/5/1871 for 177.07 c.f.s. and decreed Case m 54658 on 11/12/1924 with an appropriation date of 6/9/1909 for 215.95 c.f.s. all from the South Platte River. The decreed use is for irrigation. The headgate location is in the NE¼ NW¼ SE¼ of Section Nineteen (19), Township Two (2) North, Range Sixty-six (66) West of the 6th P.M., Weld County, Colorado on the east bank of the South Platte River. 12.2 Historic Use: The 83.57 shares of the ditch have and are used to irrigate 3447 acres. 13. Decreed Name of Structure: Farmers Independent Ditch (447.15 shares) 13.1 Decrees: The ditch was decreed in Case m 6009 in District Court, County of Arapahoe, State of Colorado, on 4/28/1883 with appropriation dates of 11/20/1865 for 61.65 c.f.s. and 11/20/1876 for 85.4 c.f.s. from the South Platte River. The decreed use is for irrigation. The headgate location is Section 19,Township 3 North, Range 66 West of the 6th P.M., Weld County, Colorado. 13.2 Historic Use: The 447.15 shares of the ditch have and are used to irrigate 3340.6 acres. 14. Decreed Name of Structure: Lupton Bottom Ditch (1/4 share) 14.1 Decrees: The ditch was decreed in Case m 6009 in the

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District Court, County of Arapahoe, State of Colorado on 4/28/1883 with appropriation dates of 5/15/1863 for 47.70 c.f.s. and 9/15/1873 for 92.87 c.f.s. from the South Platte River. The decreed use is for irrigation. The headgate location is just North of Wattenburg in Section 19, Township 1 North, Range 66 West on the West bank of the South Platte River in the Northwest Quarter of the Northwest Quarter of the Southwest quarter of said section. 14.2 Historic Use: The 1/4 share of the ditch has and is used to irrigate 113 acres. 15. Decreed Name of Structure: Lupton Meadows Ditch (170 shares). The Lupton Meadows Ditch Company consists of 43 shares of 82.5 outstanding shares of the Lupton Bottom Ditch Company; 25.5 shares of 130 outstanding shares of the Meadow Island m 1 Ditch Company; 4 shares of 90 outstanding shares of the Meadow Island m 2 Ditch Company; 7 shares of 50 outstanding in the Slate Ditch Company; 1 share of the Coal Ridge Ditch Company. The water rights owned by the Company are delivered based on location of the irrigated lands as follows: 195 shares are supplied by the Slate Ditch, Coal Ridge and Sandhill Lake; 330 shares are supplied by Meadow Island m 1 Ditch; 41 shares are supplied by Meadow Island m 2 Ditch and 3518 shares are supplied by the Lupton Bottoms Ditch. 15.1 Decrees: The decrees of the Lupton Bottom Ditch are set out in ¶7. The decrees of the Meadow Island m 1 are set out in ¶9. The Meadow Island m 2 was decreed in Case m 6009 in the District Court, County of Arapahoe, State of Colorado on 4/28/1883 with appropriation dates of 5/3/1866 for 57.83 c.f.s. and 4/10/1876 for 8.33 c.f.s. from the South Platte River. The decreed use is for irrigation. The headgate location is in Section 1,Township 2 North, Range 67 West of the 6th P.M., Weld County, Colorado. The Slate Ditch was decreed in Case m 54658 on 8/2/1918 and 12/11/24 with appropriation dates of 5/25/1893 for 6.0 c.f.s., 7/30/1915 for 12.0 c.f.s. and 5/1/11917 for 6.0 c.f.s. from Little Dry Creek. The decreed use is for irrigation. The headgate location is in Section 35,Township 2 North, Range 67 West of the 6th P.M., Weld County, Colorado. 15.2 Historic Use: The 170 shares of the ditch have and are used to irrigate 113 acres. 16. Decreed Name of Structure: Meadow Island m 1 Ditch (4.2 shares) 16.1 Decrees: The ditch was decreed in Case m 33846 and Case m 6009 on 4/28/1883 with appropriation dates of 5/1/1866 for 26.23 c.f.s. and 4/29/1882 for 94.80 c.f.s. from the South Platte River. The decreed use is for irrigation. The headgate location is in Section 19, Township 2 North, Range 66 West. 16.2 Historic Use: The 4.2 shares of the ditch have and are used to irrigate 113 acres. 17. Decreed Name of Structure: New Cache La Poudre Irrigation Canal a/k/a Cache La Poudre Irrigating Company's Ditch a/k/a the Greeley m 2 and New Cache La Poudre Reservoir Company (118.5 ditch shares, 104.5 reservoir shares) 17.1 Decrees: The ditch and reservoir were decreed in Civil Action m 320 in the District Court, County of Larimer, State of Colorado, on April 11, 1882 and in Case m W-8059 in the Water Court, Water Division m 1 on June 13, 1977 with appropriation dates of 10/25/1870 for 110.00 c.f.s.; 09/15/1871 for 170.00 c.f.s.; 11/10/1874 for 184.00 c.f.s.; 09/15/1877 for 120.00 c.f.s.; 05/27/1974 for 65.00 c.f.s. from the Cache La Poudre River. The decreed use is for irrigation and domestic. The headgate location is on the North bank of the Cache La Poudre River in the Southeast Quarter of the Northeast Quarter of Section 11, Township 6 North, Range 68 West of the 6th P.M., Larimer County, Colorado. 17.2 Historic Use: The shares of the ditch and reservoir have and are used to irrigate 1145.2 acres located in all West of the 6th P.M., Weld County, Colorado. 18. Decreed Name of Structure: Union Ditch (166 shares) 18.1 Decrees: The ditch was decreed in Case m 6009 in the District Court, County of Arapahoe, State of Colorado on 4/28/1883 with appropriation dates of 11/5/1874 for 100.00 c.f.s. and 11/21/1881 for 84.03 c.f.s. and decreed Case m 45608 on 4/28/1883 with an appropriation date of 9/26/1873 for 4.0 c.f.s. all from the South Platte River. The decreed use is for irrigation. The headgate location is in Section 18,Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado. 18.2 Historic Use: The 166 shares of the ditch have and are used to irrigate 2720.2 acres. 19. Decreed Name of Structure: Western Mutual Ditch (Hewes & Cook) (340 shares) 19.1 Decrees: The ditch was decreed in Case m 6009 in the District Court, County of Arapahoe, State of Colorado on 4/28/1883 with appropriation dates of 5/5/1866 for 27.45 c.f.s. and 8/10/1871 for 71.20 c.f.s. and decreed Case m 54658 in the Weld County District

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Court, Weld County, State of Colorado, on 8/2/1918 with an appropriation date of 1/26/1894 for 86.43 c.f.s. all from the South Platte River. The decreed use is for irrigation. The headgate location is in Section 11,Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. 19.2 Historic Use: The 340 shares of the ditch have and are used to irrigate 3487.68 acres. 20. Decreed Name of Structure: Big Thompson Platte River Ditch (7 shares). 20.1 The ditch was decreed on 5/28/1883 with an appropriation date of 11/18/1865 for 35.0 cfs from the Big Thompson River. The decreed use is irrigation. The headgate location is in the SW 1/4 of the NE 1/4 of the NE 1/4 of Section 4, Township 4 North, Range 67 West of the 6th P.M., Weld County, Colorado. 20.2 Historic Use: The 7 shares of the ditch have and are used to irrigate 58 acres. 21. Proposed Change: Applicants seek to change the use of the shares to include augmentation, replacement and exchange, as well as the decreed irrigation use, with the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Applicants propose to bypass the shares as needed at the various headgates or at structures below the ditch headgates to provide augmentation water. APPLICATION FOR WATER RIGHTS 22. Name and location of Structure: Bostron Well m 1-7225. In the SW¼ SE¼, Section 32, Township 5 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 100 feet North and 2277 feet West from the Southeast corner of said section. 23. Name and location of Structure: Geis Well m 1-Unregistered. In the NE¼ SW¼, Section 5, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 1330 feet North and 1440 feet west from the Southeast corner of said section. 24. Name and location of Structure: Seebass Well No. 2-7213-5. In the SE¼ NW¼, Section 5, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. 25. Name and location of Structures: Seebass Well Nos. 1939471 and 1940230. In Section 5, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado 26. Name and location of Structure: Seebass Well m 2-7210. In the SW¼ NW¼, Section 8, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. 27. Name and location of Structure: Seebass Well m 4-4396-F. In the SW¼ NW¼, Section 8, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. 28. Name and location of Structure: Seebass Well m 3-7212. In the NW¼ NW¼, Section 8, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado. 29. Name and location of Structure: Weld County Lumber Co., Well m 3-11997. In the NW¼ NE¼, Section 8, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 600 feet South and 0 feet East of the North quarter corner of said section. 30. Name and location of Structure: Weld County Lumber Co., Well m 2-11998. In the NW¼ NE¼, Section 8, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 600 feet South and 500 feet East of the North quarter corner of said section. 31. Name and location of Structure: Weld County Lumber Co., Well m 3-11994. In the SW¼ NE¼, Section 5, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 2640 feet South and 100 feet East of the North quarter corner of said section. 32. Name and location of Structure: Weld County Lumber Co., Well m 3-12000. In the NW¼ NE¼, Section 8, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 15 feet South and 660 feet East of the North quarter corner of said section. 33. Name and location of Structure: Matthew/Bass Well m 1-13054. In the SE¼ NE¼, Section 12, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado, approximately 2581 feet South and 82 feet West from the Northeast corner of said section. 34. Name and location of Structure: Annan Well m 1-13315. In the SW¼ NW¼, Section 7, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 2550 feet South and 50 feet east from the Northwest corner of said section. 35. Name and location of Structure: McCarthy Well m 13586. In the SW¼ NW¼, Section 12, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado, approximately 620 feet North and 35 feet East from the West quarter corner of said section. 36. Name and location of Structure: McCarthy Well m 13587. In the SW¼ NW¼, Section 12, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado,

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approximately 590 feet North and 25 feet East from the West quarter corner of said section. 37. Name and location of Structure: Jerke Well m 0871. In the SW¼ NE¼, Section 7, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 2640 feet South and 2584 feet West from the Northeast corner of said section. 38. Name and location of Structure: Jerke Well m 0872. In the SE¼ NE¼, Section 7, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 2619 feet South and 870 feet West from the Northeast corner of said section. 39. Name and location of Structure: Jerke Well m 0873. In the SW¼ NE¼, Section 7, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado, approximately 2321 feet South and 2630 feet West from the Northeast corner of said section. 40. Source for each well: Groundwater tributary to the South Platte River. 41. Date of appropriation for each well: January 17, 2003. 42. How appropriation was initiated for each well: Applicants met and agreed to file this application and use the well. 43. Amount Claimed for each well: 4.0 c.f.s., conditional. 44. Proposed Use for each well: Augmentation, replacement and exchange. 45. The above wells will pump water into either the Farmers Independent Ditch, the Union Ditch or the Western Mutual Ditch for delivery to the South Platte River. 46. Name and Address of Owners of Structures: The wells listed in Exhibit “A” and ¶22-¶39 are owned by the Applicants or Applicants have authority to prosecute the application. The Farmers Independent Ditch is owned by the Farmers Independent Ditch Company c/o Ron Otto, Secretary, P.O. Box 210,Greeley, Colorado 80632. The Lupton Bottom Ditch is owned by the Lupton Bottom Ditch Company, c/o Gene Wagner, President, 9990 WCR 23, Fort Lupton, Colorado 80621. The address of the Lupton Meadows Ditch Company, is the same. The Meadow Island Ditch m 1 Ditch is owned by the Meadow Island m 1 Ditch Company, c/o Richie Pyeatte 9826 Highway 66, Platteville, Colorado 80651. New Cache La Poudre Irrigation Canal is owned by the New Cache la Poudre Irrigating Company c/o Mike Hungenberg, 32040 WCR 41, Greeley, Colorado 80631. The Union Ditch is owned by the Union Ditch Company c/o Gary Alles, President, 26285 WCR 47, Greeley, Colorado 80631. The Western Mutual Ditch is owned by the Western Mutual Ditch Company c/o Frank A. Eckhardt, Jr., President, 21454 WCR 33, La Salle, CO 80645. 03CW343 PONDEROSA HILLS LOT OWNERS, et al., Applicants, 12399 Pine Cone Road, Parker, CO 80138, Amended application for underground water rights from nontributary sources, in the nontributary Arapahoe and Laramie-Fox Hills aquifers in DOUGLAS COUNTY. Please send all correspondence to Petrock & Fendel, P.C., 700 17th Street, Suite 1800, Denver, CO 80202, 2. Applicants hereby amend the application filed with this Court in September, 2003, to amend the legal description of the Subject Property as follows: 655.2 acres of land generally located in the E1/2 and part of the E1/2NW1/4 of Section 11 and all of Section 12, T6S, R66W, and part of the W1/2 of Section 7, T6S, R65W, Douglas County. All other matters remain the same as shown in the September, 2003, resume for Water Division 1.WHEREFORE, Applicants pray that this court enter a decree for the relief requested in this amended application and for such further relief as the court deems proper in the premises. 2003CW437 ORPHAN WELLS OF WIGGINS, LLC, P.O. Box 132, Wiggins, CO 80654, (970) 483-7838, through Frederick A. Fendel, III, PETROCK & FENDEL, P.C., 700 17th Street, Suite 1800, Denver, CO 80202. AMENDED APPLICATION FOR UNDERGROUND WATER RIGHT IN WELD COUNTY 2. Structure: OWW Well No. 2, located the NE¼SW¼, Sec 13, T4N, R61W, 6th PM, Morgan County, at approximately UTM coordinates 13576259 E, 4463254 N, 1927 North American datum. 3. Description of Water Right. 3.1 Point of diversion: OWW Well No. 2; 3.2 Amount: 5000 gpm conditional; 3.3 Priority date: December 31, 2003; .4 Source: Groundwater tributary to the South Platte River; 3.5 Use & manner of use: Irrigation, commercial, domestic, and by augmentation of well diversions for irrigation, commercial, domestic uses; 3.6 Appropriation initiated by intent to appropriate,

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negotiation with the land owner for lease of the well site and related interests, engineering studies, retention of counsel and filing this application. OWW Well No. 2 will be located sufficiently close to the South Platte River to be administered under its own priority without consideration of out of priority depletions or a plan for augmentation. Land Owner: LeRoy D. Smith 208 Morgan County Road V.8 Orchard, CO 86649, WHEREFORE, Applicant requests a conditional water right for the well, all as described above, and for such other and further relief as appears proper. 04CW29 ADDITION/CORRECTION Jensen Farms, Inc. In MORGAN COUNTY. All information previously published on this application was correct. The following additional information was inadvertently left out: Moving the well 329’ N and 157’ E of the old well, which would make it 1405’ from the S line and 50’ from the E line, NE4, of SE4 S17 T4N R59W, Morgan County. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of May 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.