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DISTRICT COURT, WATER DIVISION NO. 2, COLORADO --------------------------------------------------------------------------------------------------------- RESUME OF CASES FILED DURING DECEMBER 2007 --------------------------------------------------------------------------------------------------------- TO: ALL INTERESTED PARTIES Pursuant to C.R.S. 37-92-302, you are hereby notified that the following is a resume of applications, certain amendments and motions filed or ordered published during December 2007, in Water Division No. 2. The names and addresses of applicants, description of water rights or conditional water rights involved and description of ruling sought as reflected by said applications, amendments, or motions are as follows: --------------------------------------------------------------------------------------------------------- 03CW9 – EAGLE-PICHER TECHNOLOGIES, LLC, c/o BILL IDEKER, C & PORTER STREETS, JOPLIN, MO 64801 AND STRATMOOR HILLS WATER DISTRICT, C/O RALPH RAVENSCROFT, 1811 B STREET, COLORADO SPRINGS, CO 80906. (David S. Hayes and Charles B. White, Petros & White, LLC, Attorneys for Applicant Eagle Picher Technologies, 1999 Broadway, Suite 3200, Denver, CO 80202, (303) 825-1980 and William B. Tourtillott, Ryley Carlock & Applewhite, Attorneys for Applicant Stratmoor Hills Water District, 1999 Broadway, Suite 1800, Denver, CO 80202, (303) 863-7500) Motion to Amend the Judgment and Decree EL PASO COUNTY Applicants Eagle-Picher Technologies, LLC (“Eagle-Picher) and Stratmoor Hills Water District (“Stratmoor”), Applicants and Movants, pursuant to C.R.C.P. 60(b)(4) and (5), move this court for an Order amending the Decree to remove the 70 shares of Fountain Mutual Irrigation Company (“FMIC”) from the original decree entered on June 26, 2005. As grounds therefore, Movants state as follows: CERTIFICATION: Counsel for Movants certify, pursuant to C.R.C.P. 121 § 1-15(8), that they have conferred with counsel for Opposers City of Colorado Springs, Security Water and Sanitation District, Widefield Water and Sanitation District, and Water Resource Development Corporation about the relief requested and that said counsel do not oppose this motion. Exhibits A, B, and C have been filed with the Court and are available for inspection at the Office of the Clerk of Water Division 2. MOTION: 1. A party seeking modification of a decree must establish that a significant change in fact or law warrants revision of the decree and that the proposed modification is suitably tailored to the changed circumstances. Building and Trades Council v. N.L.R.B., 64 F.3d 880, 887 (3rd Cir. 1995). 2. As the following facts demonstrate, there has been a recent and significant change in facts that both necessitate the requested amendments and show that this motion is both timely and justified. a. The Ruling and Decree in 2003CW09 adjudicated the water rights for Applicant Eagle-Picher’s Remediation Wells and granted Applicants’ plan for augmentation. b. Part of the plan for augmentation is based upon a Water Lease Agreement between Applicants Eagle-Picher and Stratmoor. Pursuant to the Water Lease Agreement, Stratmoor’s 70 shares in the Fountain Mutual Irrigation Company (“FMIC”) were

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included in the water rights to be used for augmentation. Stratmoor has a buyer for the 70 shares of FMIC, which sale is contingent upon the shares being released from any duty under this case, 2003CW9. c. Movants agreed to amend the Water Lease Agreement to reflect removal of the use of Stratmoor’s FMIC shares in the augmentation plan. The Amended Water Lease Agreement is effective as of the 9th day of April, 2007. Amended Water Lease Agreement, Exhibit D, has been filed with the Court d. Stratmoor states that it has adequate augmentation water to satisfy its replacement water requirements to Eagle-Picher under the Amended Water Lease Agreement. Affidavit of Gary B. Thompson, Exhibit E, has been filed with the Court. 3. Amendments to decrees are authorized without publication under Rule 4 of the Uniform Local Rules for All State Water Court Division. Upon a showing that no person will be injured, the water judge or referee may determine that republication is unnecessary. (Rule 4(c)) As shown, the requested amendments will not cause injury to the water rights of others, and publication of this motion is therefore unnecessary. An Amended Decree of Court containing the requested amendments was filed was filed with the Court on September 27, 2007. WHEREFORE, Movants request the Court enter an Order granting this motion to amend, incorporate the Amended Water Lease Agreement into the Decree, and issue the Amended Decree of Court. ------------------------------------------------------------------------------------------------------------ CASE NO. 03CW43 – ELVA HORNER, 121 Athey, Branson, CO 81027; (719) 946-5526 Amended Application For Underground and Surface Water Rights LAS ANIMAS COUNTY Application for Underground Water Rights. 2. Names of wells and permit, registration, or denial numbers: Rogers Wells; Busch Well; Harper Well; Scotty Well. 3. Legal description of wells: Rogers Well – Las Animas County, SW ¼ of the NW ¼ Section 6, Township 35 South, Range 57 West, 6th P.M., 2467 feet from the North line and 98 feet from the West line. Busch Well – Las Animas County, NW ¼ of the NW ¼ Section 5, Township 35 South, Range 57 West, 6th P.M., 217 feet from the north line and 1086 feet from the West line. Harper Well – Las Animas County, SW ¼ of the SW ¼ Section 10, Township 35 South, Range 57 West, 6th P.M., 575 feet from the South line and 496 feet from the West line. Scotty Well – Las Animas County, NE ¼ of the NW ¼ Section 14, Township 35 South, Range 57 West, 6th P.M., 1242 feet from the North line and 2277 feet from the West line. 4. A. Source: Dakota, Cheyenne, Morrison. B. Depth: Rogers – 45’; Busch – 170’; Harper – 25’; Scotty – 65’. 5. A. Date of initiation of appropriation: at the time of development – 1930’s to 1940’s. B. How appropriation was initiated: ___. C. Date water applied to beneficial use: 1930’s to 1940’s. 6. Amount claimed: Rogers – 3 gpm; Busch – 1.5 gpm; Harper – Less than 1 gpm; Scotty – 2 gpm. All amounts claimed conditional. 8. Proposed use: Stock water. Application for Surface Water Right. 2. Name of structure: spring. 3. Legal description of each point of diversion: Las Animas County, SW ¼ of the NE ¼ Section 9, Township 35 South, Range 57 West, 6th P.M., 2380 feet from the North line and 1618 feet from

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the East line. 4. Source: Above Dakota. 5. A. Date of initiation of appropriation: At time of development, 1940’s. B. How appropriation was initiated: __. C. Date water applied to beneficial use: 1940’s. 6. Amount claimed: Approx. .25 gps Conditional. 7. Use or proposed use: Stock water. 8. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. ------------------------------------------------------------------------------------------------------------ CASE NO. 05CW107-A – CITY OF LAMAR, c/o Doug Montgomery, Director of Water Resources, 102 E. Parmenter, Lamar, CO 81052-3299 (David M. Shohet and James G. Felt, Felt, Monson & Culichia, LLC, Attorneys for Applicant, 319 North Weber Street, Colorado Springs, CO 80903; (719) 471-1212) First Amended Application for Change of Water Rights, and Plan for Augmentation IN PROWERS, BENT, OTERO AND PUEBLO COUNTIES II. Background and History of this Case The original Application in this case seeks to change the type of use and place of use of Applicant’s 2,813.6 shares of ownership of the capital stock of the Ft. Bent Ditch Company. New uses to the originally decreed use of agricultural irrigation include potable and non-potable irrigation, domestic and household purposes, commercial, municipal, industrial, generation of electric power and power generally, fire protection, recreation, fish and wildlife preservation and propagation, agricultural uses, livestock water, aqua culture, evaporation, wetlands propagation, ground water recharge, augmentation, replacement and uses in substitute supply plans to replace depletions to the Arkansas River and its tributaries including the right to use, reuse, successively use and used to extinction the consumptive use stream credits of the Ft. Bent Shares. Applicant has also requested that the place of use of the Ft. Bent Ditch Shares to be changed from their historical place of use to the municipal service area and customers of the City of Lamar whether inside or outside the city limits of the City of Lamar, the Clay Creek recharge facility and for augmentation uses in Water District No. 67 in replacement plans and substitute supply plans, all located downstream from John Martin Reservoir. As Applicant intends to utilize its historic consumptive use credits available to the Arkansas River from the change of water rights for use and reuse to extinction and in future plans for augmentation, Applicant has requested appropriative rights of exchange to implement such use. Applicant has bifurcated its application into two distinct cases. The portion of the Application seeking to change the type of use, excluding use for exchange, and place of use for its Fort Bent shares has been assigned the separate sub-case number 05CW107-A. Applicant’s request for three new appropriative rights of exchange and the right to adjudicate Ft. Bent shares to allow for the use of exchange, has been assigned the separate sub-case number 05CW107-B. The purpose of this Amended Application is to provide a plan for augmentation for the use of the 10

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post 1985 structures that Applicant can no longer augment under the Amended Rules and Regulations Governing the Diversion and Use of Tributary Ground Water in the Arkansas River Basin. This amendment adds the following plan for augmentation to 05CW107-A: A. Summary of Augmentation Plan This plan for augmentation seeks to augment depletions caused by Applicant’s post-1985 wells and structures. All of the wells in the Clay Creek well field, with the exception of Well No. 47, were constructed, permitted and decreed prior to 1986 and will continue to be included in a Rule 14 Plan as they have since 1999 and are not part of the structures to be augmented by this plan. The augmentation sources include fully consumable Fryingpan-Arkansas Project water, Applicant’s Fort Bent Ditch shares, the portion of the treated wastewater delivered to Applicant’s wastewater lagoons that is not evaporated from the water surface or consumed by phreatophytes percolates into the Arkansas River alluvium, individual wastewater disposals systems, lawn and landscape irrigation return flows, distribution system line loss and Applicant’s LAWMA shares. B. Structures to be Augmented 1. Harold Parker Well. Harold Parker Well is located in the NW 1/4 of the NW 1/4, Section 31, Township 22 South, Range 46W, 1065 feet north from said section line and 1080 feet west from said section line, permitted under Well Permit No. 15270-F, for 480 g.p.m. for irrigation purposes. The source of water for the Harold Parker Well is the Arkansas River Alluvium. 2. North Side Park Well. North Side Park Well is located in the NW 1/4 of the SE 1/4 Section 31, Township 22 South, Range 46W, 2600 feet south from said section line and 2050 feet east from said section line, permitted under Well Permit No. 47754-F, for 75 g.p.m. for irrigation purposes. The source of water for the North Side Park Well is the Arkansas River Alluvium. 3. McCorkle Field Well. McCorkle Field Well is located in the SW 1/4 of the SW 1/4, Section 31, Township 22 South, Range 46W, 220 feet south from said section line and 240 feet west from said section line, permitted under Well Permit No. 47755-F, for 50 g.p.m. for irrigation purposes. The source of water for the McCorkle Field Well is the Arkansas River Alluvium. 4. Riverside Cemetery North Well. Riverside Cemetery North Well is located in the SW 1/4 of the NW 1/4, Section 32, Township 22 South, Range 46W, 2245 feet north from said section line and 1185 feet west from said section line. The Riverside Cemetery North Well is currently unregistered and is used for irrigation purposes. The source of water for the Riverside Cemetery North Well is the Arkansas River Alluvium. 5. Riverside Cemetery South Well. Riverside Cemetery South Well is located in the SW 1/4 of the NW 1/4, Section 32, Township 22 South, Range 46W, 2260 feet north from said section line and 1190 feet west from said section line, which well is currently unregistered, for 376 g.p.m. for irrigation purposes. The source of water for the Riverside Cemetery South Well is the Arkansas River Alluvium. 6. Shop Well. Shop Well is located in the NE 1/4 of the SE 1/4, Section 31, Township 22 South, Range 46W, 2100 feet south from said section line and 850 feet east from said section line, permitted under Well Permit No. 61987-F, for 300 g.p.m. for cleaning of city vechilces and equipment and for street sweeping. The source of water for the Shop Well is the Arkansas River Alluvium. 7. Well No. 31 Backup. Well No. 31 Backup is located in the NW 1/4 of the NW 1/4, Section 20,

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Township 23 South, Range 46W, 325 feet north from said section line and 139 feet west from said section line, permitted under Well Permit No. 65748-F, for 35 g.p.m. for emergency municipal uses. The source of water for Well No. 31 Backup is the Cheyenne aquifer, tributary to North Butte Creek tributary to Two Buttes Creek, tributary to Arkansas. Upon approval of this aug plan this will be repermtiited for all purposes. 8. Well No. 47. Well No. 47 is located in the SE 1/4 of the SE 1/4 Section 10, Township 23 South, Range 46W, 600 feet south from said section line and 800 feet east from said section line, permitted under Well Permit No. 66423-F, for 250 g.p.m. for municipal purposes. The source of water for the Well No. 47 is the Clay Creek Alluvium, tributary to the Arkansas River. 9. Floating Pump. Floating Pump is located in the SW 1/4 of the NE 1/4, Section 15, Township 23 South, Range 46W, 1960 feet north from said section line and 2635 feet east from said section line used for irrigation purposes. The source of water for the Floating Pump is the recharge facility in Clay Creek from water supplied by Fort Bent Canal. 10. Ball Fields Pump. Ball Fields Pump is located in the SW 1/4 of the SE 1/4, Section 6, Township 23 South, Range 46W, 1250 feet south from said section line and 2965 feet east from said section line for irrigation purposes. The source of water for the Ball Fields Pump is the recharge facility in Clay Creek from water supplied by the Fort Bent Canal. Further details and a map of the structures to be augmented are set forth in Exhibits 1 and 2 attached to the amended application. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. C. Water Rights to Be Used for Augmentation 1. Fryingpan-Arkansas Project water. Applicant is a participant in the Arkansas Valley Conduit which the participants’ allocation of water from the Fryingpan-Arkansas project (“Project Water”) that is managed and operated by the Southeastern Colorado Water Conservancy district (“Southeastern District”). Applicant’s allocation of Project Water has historically been approximately 1,000 annual acre feet. Applicant claims the right to use, reuse, and successively use to extinction the Project Water for augmentation hereunder. The project water rights are described as follows: (i) West Slope Decrees: The Fryingpan-Arkansas project diverts surface water from the headwaters of Hunter Creek and the Fryingpan River and their tributaries in Pitkin County. The principal water rights were adjudicated by the decrees in Civil Action No. 4613 (District Court, Garfield County) dated June 20, 1958, and August 3, 1959; and were modified by the Decree in Case No. W-829-76 (District Court, Water Division 5) dated November 27, 1979; and were supplemented by the Decree in Case No. 83CW352 (District Court, Water Division No. 5) dated May 31, 1985. These water rights have an appropriation date of July 29, 1957. Water diverted under these decrees travels under the Continental Divide through Boustead Tunnel, which empties into Turquoise Reservoir. This water may be stored in Turquoise Reservoir, Twin Lakes Reservoir and elsewhere, and applied to beneficial use within Southeastern’s District boundaries. Because the water is imported from another river basin, it is fully consumable in Water Division 2. (ii) East Slope Decrees: The Fryingpan-Arkansas Project also diverts and stores surface water from the Arkansas River and its tributaries in Lake, Chaffee, Fremont and Pueblo

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Counties. The principal water rights were adjudicated by the decrees in Civil Action No. 5141 (District Court, Chaffee County) dated July 9, 1969; and Civil Action No. B-42135 (District Court, Pueblo County) dated June 25, 1962; and were modified and supplemented by the Decree in Case No. 80CW6 (District Court, Water Division 2), dated October 23, 1980. These water rights include storage in Turquoise Reservoir, Twin Lakes Reservoir, Pueblo Reservoir and elsewhere, with an appropriation date of February 10, 1939, and are expressly decreed for reuse and exchange for beneficial use within Southeastern’s District boundaries. Under these decrees, Turquoise Reservoir and Twin Lakes Reservoir may store native water or imported water, directly or by exchange with each other or with Pueblo Reservoir. Fully consumable Project water will be released from Pueblo Reservoir and delivered through the Fort Bent Ditch to the Applicant’s Recharge Site located in the S1/2 of section 10 and the N1/2 of Section 15, Township 23 South, Range 46 West of the 6th P.M., Prowers County, or to the LAWMA Augmentation Station located on a lateral off of the Fort Bent Ditch in the NE1/4 NW1/4, Section 1, Township 23 South, Range 48 West of the 6th P.M., Bent County, which release water to the Arkansas River in the SW1/4 section 36, Township 22 South, Range 48 West of the 6th P.M., Bent County. Also, the unconsumed portion of transit loss between John Martin Dam and the Fort Bent Ditch headgate and the unconsumed portion of the conveyance loss in the Fort Bent Ditch will be accounted and used for augmentation and replacement. The Southeastern District allocates Project Water annually based on its principles, policies, rules and regulations. Any and all use of Project Water therefrom will be pursuant to and subject to the above-referenced decrees for the Fryingpan-Arkansas Project, and to all lawful rules, regulations, policies, and contract obligations of the Southeastern District. Any decree entered in this case will not give Applicant any rights to use Fryingpan-Arkansas Project structures, or any rights of ownership or rights to purchase or receive allocations of Project Water therefrom, but will not alter the existing rights, including allocation rights, held by Applicant. 2. Fort Bent Ditch. Lamar is the owner of 2,813.6 shares of the 11,651.2 total shares outstanding of the capital stock of the Ft. Bent Ditch Company (the “Ft. Bent Shares”) and associated Ft. Bent Article II storage account water stored in John Martin Reservoir which system was fully described in the original Application. The water supply available to Applicant for augmentation includes 923 shares that were changed to include augmentation and replacement purposes in LAWMA's Case No. 02CW181. The City's 1890.6 shares are being changed as requested in the original application. This water will be delivered through the LAWMA Augmentation Station to the Arkansas River for return flow obligations and/or augmentation or to the Recharge Site. 3. Wastewater treatment system. The City of Lamar operates a wastewater treatment facility for disposal of water used for in-building purposes collected by a central wastewater collection system. The portion of the fully consumable treated wastewater delivered to the three lagoons that is not evaporated from the water surface or consumed by phreatophytes percolates into the Arkansas River alluvium and the City claims these treated wastewater return flows for augmentation purposes. The City of Lamar’s

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wastewater disposal lagoons are located in the SW1/4 of section 27 and the SE1/4 of Section 28, Township 22 South, Range 46 West of the 6th P.M., Prowers County 4. Individual wastewater disposals systems. Portions of the City’s potable water supplies are delivered to non-sewered residential and commercial users. Individual non-evaporative type wastewater disposal systems discharge to the Arkansas River alluvium. Applicant claims these non-sewered residential and commercial users return flows to have return flows to the tributary stream system of ninety percent of the in-house pumping as determined by the amount that irrigation season diversions exceed base winter time use. 5. Lawn and landscape irrigation return flows. Potable and non-potable water is used for irrigation of residential and commercial lawns and landscape and public parks, athletic fields, golf course, cemeteries and open space. Applicant asserts that 18 percent of the irrigation applications percolate into the Arkansas River alluvium and claims these non-sewered return flows as an additional source of augmentation water as determined by the amount that irrigation season diversions exceed base winter time use. 6. Distribution system line loss. Potable water supplies leaked from the distribution lines before delivery percolate to the Arkansas River alluvium. Applicant claims these distribution system line loss return flows as an additional source of augmentation water. 7. LAWMA shares. The City owns 290 shares of LAWMA common stock and will acquire 20 shares of LAWMA preferred stock pursuant to LAWMA's anticipated Keesee II acquisition. LAWMA 's water rights are included in the decree in Case No. 02CW181 and in pending Case No. 05CW52. II. Name and Address of Owner of Land Upon Which Structures are Located. Structures are owned by the Applicant and the following: Bill Broyles, 2402 Memorial Dr., Lamar, CO 81052; Ft. Bent Ditch Company, P.O. Box 485, Lamar, CO 81052; Harold Parker, 709 North 10 Street, Lamar, CO 81052; Ron Peterson, LLC, Ashley Peterson, Inc., Double R Investment, Inc., Rock Tran, LLC, P.O. Box 732, Lamar, CO 81052. III. Terms and Conditions. Applicant proposes the following additional terms and conditions to prevent injury to other vested water rights by this plan for augmentation: A. Totalizing flow meters will be maintained on all of Applicant’s structures to allow accurate monitoring and administration of this augmentation plan. B. Monthly accountings shall be made to the Division Engineer demonstrating compliance with this plan for each structure, including diversions for each well, total stream deletions and available augmentation water credit. C. Applicant shall measure and account for its entitlement under its LAWMA shares at the LAWMA Augmentation Station. D. Only that amount of water actually available and attributable to Applicant’s shares of LAWMA and Fort Bent Ditch shares will be made available for purposes of this augmentation plan. E. The Division Engineer will assess appropriate transit losses to the point of depletion. F. Applicant will curtail its diversions if the augmentation water available under this augmentation plan is not sufficient to fully augment the depletions from its municipal wells. ------------------------------------------------------------------------------------------------------------

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------------------------------------------------------------------------------------------------------------ CASE NO. 07CW51 – SECURITY WATER DISTRICT, c/o Roy E. Heald, Manager, 231 Security Boulevard, Colorado Springs, CO 80911; Co-Applicant: Fountain Mutual Irrigation Company, c/o Gary Steen, manager, 487 Anaconda Drive, Colorado Springs, CO 80919 (Attorneys for Applicant: Steven T. Monson, David M. Shohet, Felt, Monson & Culichia, LLC, 319 N. Weber Street, Colorado Springs, CO 80903; (719) 471-1212). First Amendment to Application for Plan for Augmentation and Change of Water Rights. EL PASO COUNTY II. Amendment. Security Water District (“Security”) has decreed plans for augmentation in Case Nos. W-4212 and 90CW28, Water Division 2, which are used to replace depletions to Fountain Creek as a result of its municipal well field diversions from the Widefield Aquifer. The Widefield Aquifer is tributary to Fountain Creek where the ancient channel joins the present Fountain Creek and its alluvium approximately two miles downstream of Security’s well field. The municipal users within the Widefield Aquifer have entered into a Widefield Aquifer Management Agreement (“Widefield Aquifer Stipulation”) which allocates the annual aquifer yield among those parties based on historical use of the parties’ wells within various production zones (“reaches”) of the aquifer. The Widefield Aquifer Stipulation was approved by the Court in Case No. W-116 and has been incorporated into the applicable decrees and plans for augmentation of the participants. Security has entered into a perpetual Water Rights Lease for the use of additional wells within the Widefield Aquifer, commonly known as the “Venetucci Wells”, to be used pursuant to the Widefield Aquifer Stipulation. The purpose of the original Application is to provide for the use of the Venetucci Wells by Security through augmentation of Fountain Creek to the extent of the out-of-priority well depletions from the Venetucci Wells. The original Application in this case involves, in part, a plan for augmentation for 408 shares of Fountain Mutual Irrigation Company (“FMIC”) owned by Security. The 408 FMIC shares in the original Application include 30 FMIC shares already committed to Security’s Plan for Augmentation in Case No. 90CW28, 239 shares included within Security’s pending plan for augmentation in Case No. 01CW149, and an additional 139 new shares. Applicant has requested that those 408 shares of FMIC be used for augmentation to replace depletions from the Applicant’s municipal well fields within the Widefield Aquifer identified in the Application. Security has now acquired 121 additional new shares of FMIC and hereby amends its Application to include these additional shares within the pending plan for augmentation and change of water right for the same augmentation purposes to replace depletions from the Venetucci Wells. This amendment is made for the purpose of adding these additional 121 shares to the pending Application under the same terms and conditions as the 408 shares which are already included within the original Application. Therefore, there will be a total of 529 FMIC shares to be available under Security’s plans for augmentation. Additionally, Security amends its original Application to claim credit from the non-sewered return flows from the Venetucci Wells generated from lawn irrigation within Security’s service area.

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The non-sewered return flows claimed are 17 percent of the water applied to lawn irrigation as determined by the amount that irrigation season diversions exceed base winter time use. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW113 – PUEBLO CHEMICAL DEPOT, Contact: Kathryn R. Cain, 45825 Highway 96 East, Pueblo, CO 81006 (Christopher K. Chesney, Petitioner for Applicant, Lieutenant Colonel, U.S. Army, Commander, Pueblo, Chemical Depot, 45825 Highway 96 East, pueblo, CO 81006; (719) 549-4141) Application for Approval of Plan for Augmentation PUEBLO COUNTY 2. Names of structures to be augmented Interim Corrective Action Groundwater Remediation System (ICAGRS) which consists of 59 extraction wells installed between 1993 and 1999. All uses of the water claimed in this Application will occur on the Subject Property which is adjacent to the Arkansas River. A map of Pueblo Chemical Depot and the ICAGRS are provided as attachments 1 and 2 to the Application. All attachments mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. Are there other water rights diverted from this structure(s)? No. 3. Previous decree(s) for water rights(s) to be used for augmentation: Augmentation water will be provided under a lease between the Pueblo Board of Water Works and Pueblo Chemical Depot as described below. A copy of the lease is at attachment 3 to the Application. Lease of Water With Board Of Pueblo Water Works. The out-of-priority depletions resulting from the outside uses, i.e., remediation, will be augmented with water owned by the Pueblo Board of Water Works ("Board") which water will be released to replace depletions pursuant to a Water Lease Agreement. A. Lease Terms. The Applicant presently has a five-year lease with the Board of Pueblo Water Works to purchase up to 300 acre-feet per year. The applicant has the option to extend the lease for an additional five years. It is the applicant's intent to continue this lease beyond the 10-year agreement if needed. Due to Federal Acquisition regulations, it is not possible at the present time to enter into a longer term lease. It is Applicant's expectation that the Board will agree to an additional lease upon the expiration of the present lease in 2014. However, if the Applicant is not able to enter into an additional lease with the Board, it commits to enter into a lease with another water provider. It is applicant's intent that there will always be available an amount of water sufficient for augmentation purposes. The Leased Water Rights consist of, without limitation, the Board's transmountain, totally consumable water, or other water reusable under Colorado law including, but not limited to, return flows of transmountain water and water reusable by exchange, all pursuant to the Board's decrees. Such water is of a legal nature that, upon delivery to Applicant, it is totally consumable. The Board may make actual delivery of water from the Board's storage water at Clear Creek Reservoir, Turquoise Reservoir, Twin Lakes Reservoir, Pueblo Reservoir, from direct flow transmountain water or from any other reservoir place from where the Board may legally deliver water from storage, return flows or by exchange, all pursuant to the Board's water rights decrees. The sources of such fully consumable water are

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at the option of the Board and may be changed from time to time to meet the operational needs of the Board. The place of delivery of the Leased Water Rights shall be on the Arkansas River so as to adequately replace depletions to the Arkansas River from Applicant's water uses on the Subject Property. 4. Historic Use: The Leased Water Rights to be used for augmentation have already been determined to be fully consumable pursuant to the Board's existing water rights decrees and can be made available to Applicant under the lease. Any necessary determination of historic use of the fully consumable Leased Water Rights from the Board has already been established pursuant to the Board's existing water rights decrees. 5. Statement of plan for augmentation. A. Background. In 1994 Pueblo Chemical Depot (PCD) constructed an Interim Corrective Action Groundwater Remediation System (ICAGRS). The ICAGRS is designed to halt the migration of trichloroethene (TCE) contaminated water across the southern boundary of PCD. It was constructed pursuant to a Corrective Action Order on Consent issued by the Colorado Department of Public Health and Environment (CDPHE) in 1991. The ICAGRS operates under Compliance Order on Consent 97-07-15-01. As required by the order, the remediation project diverts tributary groundwater from aquifers within the Arkansas River Basin solely for the purpose of removing TCE. The groundwater is extracted, treated by an air stripper, and reinjected into the aquifer. The augmentation plan for this remediation project covers depletions from evaporation during the treatment process. To address depletions due to the remediation project, PCD leases replacement water from the Pueblo Board of Water Works. PCD has a five-year lease with the Pueblo Board of Water Works to purchase up to 300 acre-feet per year. PCD has the option to extend the lease for an additional five years. Due to Federal Acquisition Regulations, it is not possible at the present time to enter into a longer term lease. The present lease will expire in 2014. Prior to the expiration of the lease, PCD will enter into another 10-year lease. PCD will continue to do so until such time as augmentation water is no longer needed. PCD expects that future leases will continue to be with the Pueblo Board of Water Works. Should that not be feasible, PCD will enter into a suitable lease with another provider. B. Well Information. The purpose of the ICAGRS extraction wells is to halt the flow of groundwater containing more than 5 microgram/liter of TCE across PCD's southern boundary. The initial 56 extraction wells were installed in 1993 and 1994. An additional 3 extraction wells were installed in 1999 to address an additional source of contamination. Electricity for the system is provided by Aquila. Each well diverts groundwater to remove TCE through an air stripper with reinjection through 19 infiltration galleries. Depletions are accounted for on the basis of the treatment/injection system used. The amount of water extracted is accounted for with a totalizing flow meter on the "master" influent line. The forecasted depletions are provided in Attachment 4 to the Application. C. Amount of Groundwater to be Diverted. The total amount of groundwater expected to be extracted by the extraction wells is approximately 660 acre-feet per year. Because this groundwater is almost immediately treated and reinjected, total losses due to treatment are calculated to be approximately 1.98 acre-feet per

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year (Attachment 4). D. Source of and Amount of Augmentation Water. Augmentation water will continue to be provided under a lease between the Pueblo Board of Water Works and PCD. As noted above, the lease continues until 2014 and provides up to 300 acre-feet per year, of which a minimum of 2 acre-feet is available for use under this Augmentation Plan. E. Amount, Time, and Location of Stream Depletions. Extracted groundwater is treated and reinjected back into the aquifer continuously. All the wells pump continuously at a fairly constant rate. Forecasted stream depletions were calculated based on the Glover method and are summarized in Attachment 4. Although PCD does not anticipate operating the ICAGRS for more than 25 years, forecasted stream depletions were calculated for 100 years and the largest projected stream depletion was 1.79 acre-feet. F. Replacement of Depletions. The replacement of depletions under the Pueblo Board of Water Works lease utilizes water owned by the Board of Water Works. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW114 – THE CITY OF LAS ANIMAS, c/o Kenneth Wagner, 532 Carson Avenue, Las Animas, CO 81054 (719) 456-2571 Application for Change of Water Right BENT COUNTY 2. Decreed name of structures for which change is sought: Nonregistered Well #1 (245 gpm); Nonregistered Well #2 (260 gpm). 3. From prevous Decree: A. Date Entered: May 7, 1973; Case No.: W-1577; Court: Division 2 Water Court. B. Decreed point of diversion: Well #1 – SW ¼ NW ¼ Sec. 11, T23S, R52W, 6th P.M., Bent County. Well #2 – SW ¼ NW ¼ Sec. 11, T23S, R52W, 6th P.M., Bent County, Colorado. C. Source: Alluvial Groundwater; D. Appropriation Date: 12/31/1928. Amount: Well #1 – 0.54 cfs or 245 gpm; Well #2 – 0.57 cfs or 260 gpm. E. Historic use: Municipal. 4. Proposed change: Well #1 – change in point of diversion only. 5,544 ft. NW. This well will still be used for municipal use as historically by location, use and amount. Well #2 – change in point of diversion only. 6019 ft. NW. This well will still be used for municipal use as historically by location, use and amount. If a change in point of diversion, please provide legal description: Well #1 – Bent County, NW ¼ of the NW ¼ Section 10, Township 23 South, Range 52 West, 6th P.M., 4273 feet from the south line and 160 feet from the west line. Well #2 – Bent County, NE ¼ of the NE ¼ Section 9, Township 23 South, Range 52 West, 6th P.M., 4706 feet from south line and 227 feet from east line. Street Address: Well #1 – 545 Cottonwood Avenue, Las Animas, CO 81054. Well #2 – 401 Lois Avenue, Las Animas, CO 81054. Optional Additional Description: GPS location in UTM format; Zone 13; Units in meters; Datum NAD 83; unit set to true north: Were points averaged? Yes. Well #1 – Northing 4214762; Easting 0654947; Well #2 – Northing 4214889; Easting 0654822. 5. Name and address of owner or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. ------------------------------------------------------------------------------------------------------------

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------------------------------------------------------------------------------------------------------------ CASE NO. 07CW115 – GARY W. and MAUREEN C. SHOE, 542 S. Savannah Cir., Milliken, CO 80543; (970) 587-4600 Application for Underground Water Right PARK COUNTY 2. Name of well and permit, registration of denial number: Starborn; Permit 71845; 11-13-1973. 3. Legal description of well: Park County, NE ¼ of the SE ¼ Section 9, Township 15 South, Range 73 West, 6th P.M., 2300 feet from South line and 1294 feet from East line. Street Address: 5797 Highway 9, Guffey, CO 80820; Subdivision: Pike Trails Ranches, Lot 203, Block 4. 4. A. Source: __; B. Depth: 150 feet. 5. A. Date of appropriation: 11/23/1973; B. How appropriation was initiated: Permit was applied for. C. Date water applied to beneficial use: 11/13/1973. 6. Amount claimed: 10 gpm Absolute. 7. If well is non-tributary: A. Name of Aquifer: __; B. Amount claimed in acre-feet annually: __. 8. Proposed use: Household use only. 9. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing pool: Applicants. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW116 - KEITH BEATTIE AND MARGARET BEATTIE, WILLIAM E. BURRELL AND SHIRLEY A. BURRELL, NANCY J. BUTLER, ALVIN R. GARDNER AND LINDA S. GARDNER, J. HAL HOLDER, MAMEDA FARMS, BRIDGET L. MYERS, NEWDALE VENTURES, DWIGHT E. PROCTOR AND JULIE A. PROCTOR, AND THE CITY OF AURORA, COLORADO, ACTING BY AND THROUGH ITS UTILITY ENTERPRISE, Beattie - 18717 County Road EE, Rocky Ford, Colorado 81067; Burrell - 20003 Highway 50, P.O. Box 150, Rocky Ford, Colorado 81067; Butler - 20766 Highway 226, Rocky Ford, Colorado 81067; Gardner - 26825 County Road DD, Rocky Ford, Colorado 81067; Holder - 20475 Highway 50, Rocky Ford, Colorado 81067; Mameda - P.O. Box 306, Rocky Ford, Colorado 81067; Meyers - P.O. Box 1503, La Quinta, California 92253; Newdale - P.O. Box 766, Rocky Ford, Colorado 81067; Proctor - 24625 County Road 23, Rocky Ford, Colorado 81050; and, Aurora - 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012 (John M. Dingess, and T. Daniel Platt (Special Counsel), Duncan Ostrander & Dingess, P.C., Attorneys for Applicants, 3600 South Yosemite Street, Suite 500, Denver, Colorado 80237-1829; 303-779-0200.) 2. BACKGROUND AND SUMMARY OF APPLICATION. Applicants, with the exception of Aurora, are the owners of irrigation well systems on lands under the Rocky Ford Ditch (“the Continued Farmers Group”). Surface water rights have been removed from those lands through a change of water rights in Case No. 99CW169. Irrigation with almost all of the subject wells has been performed in recent years (2005, 2006, and 2007) under a “Post-1985” Rule 14 Replacement Plan pursuant to the Amended Rules and Regulations Governing the Diversion

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and Use of Tributary Ground Water in the Arkansas River Basin, Colorado. For 2006 and 2007, the Continued Farmers Group has been provided replacement water through the Rocky Ford Groundwater User’s Association Post 85 Rule 14 Plan. Users involved in “Post 1985” plans are required to submit an application for an augmentation plan to Water Court by December 31, 2007. 3. STRUCTURES TO BE AUGMENTED: 3.1 Structure ID Well No. 1705515, Well Name: Morrison Inc., Well 13622, Owner: Mameda, Location: NW1/4 of SE1/4 of Section 27, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 13622-R, Amount: 2.07 cfs, Uses: Irrigation, Appropriation Date: March 31, 1957, Original Decree: Case No. W-2494, District Court, Water Division 2. 3.2 Structure ID Well No. 1705518, Well Name: Belier Well No. 5253-F, Owner: Mameda, Location: NW1/4 of NW1/4 of Section 27, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 5253-F, Amount: 3.34 cfs, Uses: Irrigation, Appropriation Date: May 1, 1964, Original Decree: Case No. W-1089, District Court, Water Division 2. 3.3 Structure ID Well No. 1705519, Well Name: Belier Well No. 6826-F, Owner: Mameda, Location: SW1/4 of NE1/4 of Section 34, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 6826-F, Amount: 1.0 cfs, Uses: Irrigation, Appropriation Date: March 1, 1965, Original Decree: Case No. W-1089. 3.4 Structure ID Well No. 1705520, Well Name: Belier Well No. 13252, Owner: Mameda, Location: SW1/4 of NE1/4 of Section 34, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 13252-R, Amount: 0.66 cfs, Uses: Irrigation, Appropriation Date: March 31, 1957, Original Decree: Case No. W-1089. 3.5 Structure ID Well No. 1706157, Well Name: Beattie Well, Owner: Beattie, Location: NE1/4 of NE1/4 of Section 27, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. -- , Amount: -- , Uses: Irrigation, Appropriation Date: -- , Original Decree: --. 3.6 Structure ID Well No. 1705634, Well Name: Crawford Well No. 3, Owner: Myers, Location: SW1/4 of SW1/4 of Section 9, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No.11955-R, Amount: 0.80 cfs, Uses: Irrigation, Appropriation Date: June 30, 1945, Original Decree: Case No. W-2493, District Court, Water Division 2. 3.7 Structure ID Well No. 1705633, Well Name: Crawford Well No. 2, Owner: Myers, Location: NW1/4 of NW1/4 of Section 16, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 11954-R, Amount: 0.36 cfs, Uses: Irrigation, Appropriation Date: October 31, 1944, Original Decree: Case No. W-2493. 3.8 Structure ID Well No. 1705632, Well Name: Crawford Well No. 1, Owner: Meyers, Location: NW1/4 of NW1/4 of Section 16, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 11953-R, Amount: 0.27 cfs, Uses: Irrigation, Appropriation Date: May 31, 1945, Original Decree: Case No. W-2493. 3.9 Structure ID Well No. 1705821, Well Name: Butler Well, Owner: Butler, Location: NE1/4 of NE1/4 of Section 17, T23S, R56W, 6th P.M., Otero County,

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Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 13185-R, Amount: -- , Uses: Irrigation, Appropriation Date: -- , Original Decree: -- . 3.10 Structure ID Well No. 1705041, Well Name: Delevan Well No. 1, Owner: Burrell, Location: NW1/4 of NW1/4 of Section 17, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 11614, Amount: 0.22 cfs, Uses: Irrigation (the well is also used for commercial purposes which are not included in this augmentation plan), Appropriation Date: September 30, 1946, Original Decree: Case No. W-945, District Court, Water Division 2. 3.11 Structure ID Well No. 1705042, Well Name: Delevan Well No. 1, Owner: Burrell, Location: NW1/4 of NW1/4 of Section 17, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 11615, Amount: 0.27 cfs, Uses: Irrigation (the well is also used for commercial purposes which are not included in this augmentation plan), Appropriation Date: September 30, 1955, Original Decree: Case No. W-945. 3.12 Structure ID Well No. 1705498, Well Name: Aschermann Well No. 1, Owner: Gardner, Location: SW1/4 of SW1/4 of Section 26, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 5404-F, Amount: 2.22 cfs, Uses: Irrigation, Appropriation Date: April 10, 1964, Original Decree: Case No. W-557, District Court, Water Division 2. 3.13 Structure ID Well No. 1705499, Well Name: Aschermann Well No. 3, Owner: Mameda, Location: SE1/4 of SE1/4 of Section 27, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 6556-F, Amount: 2.88 cfs, Uses: Irrigation, Appropriation Date: December 15, 1964, Original Decree: Case No.W-557. 3.14 Structure ID Well No. 1705516, Well Name: Campbell Well No. 1224, Owner: Newdale Ventures, Location: SW1/4 of NE1/4 of Section 27, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 1224, Amount : 1.21 cfs, Uses: Irrigation, Appropriation Date: April 1, 1955, Original Decree: Case No. W-2494. 3.15 Structure ID Well No. 1705602, Well Name: Proctor Feed Yard No. 1, Owner: Proctor, Location: SW1/4 of NE1/4 of Section 7, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 15318-R, Amount: 1.11 cfs, Uses: Irrigation, Appropriation Date: December 31, 1955, Original Decree: Case No. W-1847, District Court, Water Division 2. 3.16 Structure ID Well No. 1705603, Well Name: Proctor Feed Yards Well No. 4, Owner: Proctor, Location: SW1/4 of SW1/4 of Section 22, T23S, R56W, 6th P.M. Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. 200729/22332-F, Amount: 1.11 cfs, Uses: Irrigation, Appropriation Date: March 17, 1965, Original Decree: Case No. W-1847 (relocated to Structure 1705581 in Case No. 04CW115). 3.17 Structure ID Well No. (to be assigned), Well Name: Holder Well No. 1, Owner: Holder, Location: NE1/4 of SE1/4 of Section 17, T23S, R56W, 6th P.M., Otero County, Colorado, Source: Ground water tributary to the Arkansas River, Well Permit No. (pending), Amount: 1.78 cfs, Uses: Irrigation, Appropriation Date: December 29, 2004, Original Decree: 04CW114 (Referee Ruling signed on December 12, 2007). 4. PLAN FOR AUGMENTATION. 4.1 Structures to be augmented:

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Wells described in paragraph 3. 4.2 Sources of Augmentation Water: 4.2.1. Pursuant to Multiple Year Farming Agreements (“MYFA”) between Aurora and each of Applicants Burrell, Gardner, Newdale, Mameda and Proctor, Aurora has committed to provide 0.5 acre-feet/irrigated acre of augmentation water to this Plan for Augmentation for depletions caused by irrigation for the period 2008-2014. Water to be provided by Aurora under the MYFA will come from any of its consumable water sources, including: 4.2.1.1. Water rights of the Rocky Ford Ditch Company changed in District Court, Water Division 2, Case No. 83CW018, decree entered November 3, 1986, Case No. 99CW169(A), Decree entered January 28, 2004, and Case No. 99CW169(B) (pending). 4.2.1.2. Water rights of the Colorado Canal Companies changed in District Court, Water Division 2, Case Nos. 84CW62, 84CW63, and 84CW64, Decree entered October 21, 1985. 4.2.1.3. Water rights of the Spurlin-Shaw and Hayden Ranches changed in District Court, Water Division 2, Case No. 98CW137(A), Decree entered May 4, 2004, and Case No. 98CW137(B), Decree entered June 13, 2005. 4.2.1.4. Water rights of Buffalo Park Development Company changed in District Court, Water Division 2, Case No. 89CW42, Decree entered March 27, 1992. 4.2.1.5. Water rights of Burroughs Ranch changed in District Court, Water Division 2, Case Nos. W-4799 and 82CW182, Decree entered June 29, 1984. 4.2.1.6. Transmountain water rights of the Twin Lakes System, District Court, Water Division 5, Case No. W-1901, Decree entered May 12, 1976 and Case No. 95CW321, Decree entered April 20, 2001. 4.2.1.7. Transmountain water rights of the Busk-Ivanhoe System, District Court, Garfield County, Case No. 2621, Decree entered January 9, 1928; Case No. 3082, Decree entered August 25, 1936, and Case No.4033, Decree entered October 24, 1952. 4.2.1.8. Transmountain water rights of the Homestake System, District Court, Eagle County, Case No. 1193, Original Decree entered July 23, 1958, Amended and Supplemental Decree entered June 8, 1962; District Court, Water Division 5, Case No. 88CW449, Decree entered August 20, 2002, Case No. 95CW272 (pending), and Case No. 98CW270, Decree entered February 6, 2001. 4.2.1.9. Seepage credits from delivery of Aurora consumable water sources through the Holbrook/Colorado Canal system that may be approved pursuant to a temporary substitute water supply plan or permanent decree. In 2007, Aurora provided approximately 370 acre-feet of water to the Applicants under the MYFAs and carried over another 230 acre-feet of water from previous year’s MYFA allocations. Aurora assumes the responsibility of providing water for stream depletions in the year of the wellhead depletion and also for the lagged stream depletions in subsequent years. 4.2.2. The Continued Farmers Group of Applicants, are members of the Arkansas Groundwater Users Association (“AGUA”). AGUA is a mutual irrigation company organized to protect and develop surface and underground waters in the Arkansas River Basin. Its stated purposes include to “develop, obtain, adjudicate, and deliver to and otherwise provide protection for its members by augmentation or other water supplies.” AGUA’s source of replacement for depletions will be Excelsior Ditch consumptive use credits transferred in District Court, Water Division 2, Case No. 04CW62, delivered through AGUA’s recharge pond or other fully consumable water

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obtained by AGUA from various sources including Board of Water Works of Pueblo (“BWWP”), Cherokee Metropolitan District, and direct flow credit from AGUA’s ownership of shares of Excelsior Ditch stock. AGUA agrees to continue to provide replacement water to its members, subject to its Articles of Incorporation and By-Laws, even though the wells are included in an independent augmentation plan. Such water would be allocated to those AGUA members in a manner consistent with allocations to other AGUA members. AGUA assumes the responsibility of providing water for stream depletions in the year of wellhead depletion and also for the lagged stream depletions in subsequent years. In 2007, Applicant received allocations for approximately 306 acre-feet from AGUA. 4.2.3. Lease of AGUA replacement supplies by AGUA members to the Applicants. In 2007, 120 acre-feet of AGUA replacement water was leased by the Applicants. 4.2.4. Annual leases by Applicants of consumable water from Board of Water Works of Pueblo. In 2007, Applicants leased 250 acre-feet from BWWP. 4.2.5. Applicants’ owned or leased supplies in the Holbrook System, with amount of replacement water quantified using CWPDA guidelines, and subsequently stored in Aurora storage. 4.2.6. Carryover of unused portions of above supplies into subsequent years. 4.3. Statement of Plan for Augmentation: 4.3.1. Ground water pumped from Applicants’ wells will be used to irrigate approximately 900 acres as shown on Exhibit A to the Application. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. Depletion factors will be dictated by the type of irrigation application systems being used to apply the water from a given well. If more than one application system exists under a well, depletion factor will be prorated based on acreage. The following depletion factors will be used:

Type of Application System Depletion Factor

Drip 100%

Center Pivot 85%

Furrow w/surge valve 75%

Conventional Furrow 65%

4.3.2. Stream depletions will be calculated based on the lagging of the wellhead depletions using a “Glover” methodology and distances from the wells to the Arkansas River. 4.3.3. The plan for augmentation will be administered by AGUA such that proper replacement water is provided to offset stream depletions caused by Applicants’ pumping (including pumping in previous years). 5. NAMES AND ADDRESSES OF OWNERS OF LAND UPON WHICH STRUCTURES TO BE AUGMENTED ARE LOCATED: 5.1. Structure ID Well No. 1705515: See address for Mameda, paragraph 1. 5.2. Structure ID Well No. 1705518: See address for Mameda, paragraph 1. 5.3. Structure ID Well No. 1705519: See address for Mameda, paragraph 1. 5.4. Structure ID Well No. 1705520: See address for Mameda, paragraph 1. 5.5. Structure ID Well No. 1706157: See address for Beattie, paragraph 1. 5.6. Structure ID Well No. 1705634: See address for Meyers, paragraph 1. 5.7. Structure ID Well No. 1705633: See address for Meyers, paragraph 1. 5.8. Structure ID Well No. 1705632: See address for Meyers, paragraph 1. 5.9. Structure ID Well No. 1705821: See address for Butler, paragraph 1. 5.10. Structure ID Well

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No. 1705041: See address for Burrell, paragraph 1. 5.11. Structure ID Well No. 1705042: See address for Burrell, paragraph 1. 5.12. Structure ID Well No. 1705498: See address for Gardner, paragraph 1. 5.13. Structure ID Well No. 1705499: See address for Mameda, paragraph 1. 5.14. Structure ID Well No. 1705516: See address for Newdale, paragraph 1. 5.15. Structure ID Well No. 1705602: See address for Proctor, paragraph 1. 5.16. Structure ID Well No. 1705603: See address for Proctor, paragraph 1. 5.17. Holder Well No. 1 (Structure ID Pending): See address for Holder, paragraph 1. WHEREFORE, Applicants respectfully request this Court to grant a decree approving the plan for augmentation set forth herein and for such other and further relief as may be warranted. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW117 – COLORADO WATER CONSERVATION BOARD, 1313 Sherman Street, Suite 721, Denver, CO 80203 (Amy F. Stengel, Assistant Attorney General, Attorney for Applicant, 1525 Sherman Street, 5th Floor, Denver, CO 80203; (303) 866-5361) Application for Water Rights to Preserve the Natural Environment to a Reasonable Degree FREMONT COUNTY 2. Name of natural stream: Badger Creek. 3. Location: a. Legal description of the stream segment through which an instream flow is claimed: The natural stream channel beginning at the springs near Antelope Gulch at latitude 38° 39’ 14”N and longitude 105° 48’ 53”W as the upstream terminus and extending to the confluence with the Arkansas River at latitude 38° 27’ 55”N and longitude 105° 51’ 41”W as the downstream terminus, being a distance of approximately 16 miles. This segment can be located on the Gribbles Park, Howard and Jack Hall Mountain U.S.G.S. quadrangle. b. For administrative purposes only: Upper Terminus = SW NE S24 T51N R10E NMPM 1041’ West of the East Section Line, 1650’ South of the North Section Line UTM North: 4278683.9 UTM East: 429119.3 Lower Terminus = SE SE S28 T49N R10E NMPM 39’ West of the East Section Line, 756’ North of the South Section Line UTM North: 4257780.6 UTM East: 424852.1. 4. a. Date of initiation of appropriation: January 24, 2007. b. Date water applied to beneficial use: Water was first applied to beneficial use on January 24, 2007. c. How appropriation was initiated: At its regular meeting on January 24, 2007, the Colorado Water Conservation Board appropriated this water right pursuant to the Rules Concerning the Colorado Instream Flow and Natural Lake Level Program, 2 CCR 408-2. 5. Amount of water claimed (ABSOLUTE): Instream flow of 2.5 cfs (April 1 – August 31), and 2.0 cfs (September 1 – October 31). 6. Remarks: This appropriation is made pursuant to the provisions of §§ 37-92-102(3) and (4) and 37-92-103(3), (4) and (10), C.R.S.(2007). The purpose of this appropriation by the State of Colorado is to preserve the natural environment to a reasonable degree. At its regular meeting on November 14, 2007, the Board determined that the natural environment will be preserved to a reasonable degree by the water available for the appropriation to be made; that there is a natural environment that can be preserved to a reasonable degree with the Board's water right herein, if granted;

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and that such environment can exist without material injury to water rights. 7. The following terms and conditions were developed between the CWCB and the Upper Arkansas Water Conservancy District (“UAWCD”) through the Board’s administrative process to resolve issues with the CWCB’s application. The intent of the CWCB staff and UAWCD is for these terms and conditions to be included herein and in the resulting decree. A. The CWCB agrees that any call placed to the Division Engineer for administration of the Badger Creek instream flow water right shall be based on the flow amounts as measured at a stream gage located in the reach of Badger Creek between the confluence with the Arkansas River and a point no more than 1 mile upstream of the confluence. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW118 - LAMBERT HIRSHEIMER and KAREN HIRSHEIMER, 604 Dexter Street, Leadville, Colorado 80461 (Henry D. Worley, MacDougall, Woldridge & Worley, PC, Attorneys for Applicants, 530 Communication Circle, Suite 204, Colorado Springs, CO 80905; (719) 520-9288) Application for Conditional Appropriative Right of Exchange and for Approval of Plan for Augmentation LAKE COUNTY 2. Conditional appropriative right of exchange sought. Applicants seek a conditional appropriative right of exchange in the amount of 0.02 cfs from the confluence of the Arkansas River and Lake Creek in the NW1/4 SE1/4 Section 24, T. 11 S., R. 80 W., 6th P.M., up the Arkansas River to its confluence with California Gulch, the location at which depletions shall be deemed to affect the Arkansas River, near the east-west center line of Section 32, T. 9 S., R. 80 W., 6th P.M., approximately 2000 feet west of the east line of said section. The appropriation date claimed is December 27, 2007, the date of the filing of this application. 3. Name of structure to be augmented: Lambert Well. There are no water rights for this proposed well. It will be operated solely pursuant to the plan for augmentation, and not under any appropriative rights other than those of the augmentation water. 4. Previous decrees for water rights to be used for augmentation: Applicants are the owners of one-half share of stock, certificate number 8367, in Twin Lakes Reservoir and Canal Company. The decrees for the water rights can be described as follows: (A) Twin Lakes Reservoir and Canal Company - Independence Pass Transmountain Diversion System. The Independence Pass Transmountain Diversion System diverts water from the headwaters of Roaring Fork River and its tributaries, and carries such water through the Continental Divide for delivery to Lake Creek, a tributary of the Arkansas River. The System is decreed for 625 c.f.s. through the transmountain tunnel by decree dated August 25, 1936, with an appropriation date of August 23, 1930, by the District Court, Garfield County, Civil Action No. 3082. The original decree for the system was modified by a decree in Case No. W-1901 (District Court, Water Division No. 5), dated May 12, 1976, which decree contains additional limits more fully set forth therein. The land upon which most of the above diversion system is located is owned by the United States of America and is administered by the Department of Agriculture, National Forest Service Rocky

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Mountain Regional Office, 740 Simms, P.O. Box 25127, Lakewood, CO 80225. Its phone number is 303-275-5350. (B) Twin Lakes Reservoir and Canal Company - Twin Lakes Reservoir and Twin Lakes Reservoir Enlargement. Native water stored in Twin Lakes Reservoir pursuant to the decrees for the Twin Lakes Reservoir and Canal Company adjudicated in Civil Action No. 2346, District Court, Chaffee County, on July 14, 1913, with an appropriation date of December 15, 1896, for 20,645.3 acre-feet and March 29, 1897, for 33,806.7 acre-feet, as changed by decree in Case No. W-3965, Water Division No. 2, entered April 19, 1974. The land upon which Twin Lakes Reservoir is located is owned by United States of America, and is administered by the Department of Agriculture, National Forest Service Rocky Mountain Regional Office, address listed above, and/or Twin Lakes Canal and Reservoir Company, 331 Main Street, Ordway, CO 81063. Its phone number is 719-267-4411. Twin Lakes Reservoir and Canal Company water rights are decreed for all beneficial uses. 5. Legal description of point of diversion for Lambert Well: SE1/4 NW1/4 Section 22, T. 9 S., R. 80 W., 6th P.M., at any location on Applicant’s property within a 200 foot radius of a circle, the center of which is 1630 feet from the north section line and 1870 feet from the west section line. 6. Source: ground water tributary to the Arkansas River. Appropriation date: December 27, 2007; Amount: 15 gpm, not to exceed 2.0 acre feet annually. Decreed use: indoor residential and commercial (home-based business); hot tubs; landscaping including irrigation and small decorative ponds/fountains; stock water. 7. Statement of plan for augmentation. A. Applicants are the owners of a portion of the Detroit Placer, consisting of 31.9 acres, located in the SE1/4 NW1/4 Section 22, T. 9 S., R. 80 W., 6th P.M., in Lake County. Applicants wish to construct the Lambert Well and use it for a combination of the following uses: B. Up to three single-family homes. Average annual indoor demand by single family homes does not exceed 0.26 acre foot per home. Wastewater will be treated by individual sewage disposal systems (ISDS). The consumptive use of such treatment is generally acknowledged to not exceed 10 percent of the water so used, resulting in average annual consumption of no more than 0.026 AF/house. C. Up to three hot tubs. A fairly typical hot tub holds 350 gallons, and is covered to prevent heat loss. Applicants estimate that a hot tub will have two fillings per year, or 0.002 AF/yr. This use is considered to be fully consumptive. D. Livestock. Horses are typically considered to consume approximately 11 gallons per head per day, or 0.012 acre foot per year. This use is considered to be totally consumptive. Other equine animals (llamas, donkeys, alpacas, etc.) consume less water, and will be considered on a case-by-case basis should the need arise. E. Landscape irrigation. Kentucky blue grass has an average annual irrigation consumptive use requirement of 1.75 acre foot per acre (21 inches) in the Leadville vicinity. Sprinkler applications are expected to be approximately 80 percent efficient, resulting in applications of 0.05 acre foot and consumption of 0.04 acre foot for each 1000 square feet of irrigated bluegrass. Other typical irrigated landscape plants have lower water requirements and will be considered on a case-by-case should the need arise. F. The firm annual yield of each share of stock in Twin Lakes Reservoir and Canal Company is 0.78 acre foot, with an

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average annual yield of 0.93, so Applicants’ one-half share has a firm yield of 0.39 acre foot and an average yield of 0.465. Applicants will devise an accounting form for use which enumerates Applicants’ water-consuming activities by consumptive use. The total consumptive use for all combined uses may not exceed 0.495 acre foot annually. The final decree will provide for the curtailment of nonessential uses, most notably landscape irrigation, which would result in consumption of more than 0.39 acre foot annually during years in which the yield is less than 0.465 acre foot. G. The Lambert Well will be located at least one mile from any perennial stream. Given the very small amount of water usage, Applicants do not intend to lag depletions to the stream, instead assuming a constant return flow. However, if required by the terms of any final decree, Applicants will determine the lagged depletions and seek to have their augmentation water released accordingly. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW119 – GROWING ROOTS, LLC, a Washington limited liability company, c/o Anna C. Wyckoff, 1324 Broadmoor Dr. E., Seattle, WA 98112 (James W. Culichia and David M. Shohet, Felt, Monson & Culichia, LLC, Attorneys for Applicant, 319 N. Weber St., Colorado Springs, CO 80903; (719) 471-1212) Application for Surface Water Rights HUERFANO COUNTY 2. Application for Surface Water Right: A. Name of Structure: First Enlargement of the Meses Y Company Ditch. B. Legal Description: The headgate of the Meses Y Company Ditch is located in the Southwest 1/4 of the Southwest 1/4, Section 9, Township 27 South, Range 70 West, 6th P.M. C. Source: Palo Duro Creek. D. Date of initiation of appropriation: June 15, 1874. E. Amount claimed: 6.0 c.f.s., absolute. F. Use: Irrigation, livestock and wildlife watering. G. Number of acres proposed to be irrigated: 80. H. Legal description of acreage: Approximately 80 acres located in the SE 1/4 of the SW1/4 and the West ½ of the SE 1/4 of Section 12, the W ½ of the NE 1/4 of Section 13, all in Township 27 South, Range 71 West, 6th P.M. 3. Name and address of owners: Applicant is currently a 3/8 owner of the Meses Y Company Ditch. The headgate is located on lands owned by Ralph Cisneros, whose address is 518 County 573 Rd., Gardner, CO 81040. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW120 – CITY OF COLORADO SPRINGS, Parks, Recreation and Cultural Services Department, 1401 Recreation Way, Mail Code 1200, Colorado Springs, CO 80905-1024 (Mark D. Shea, Staff Attorney-Water, City Attorney’s Office – Utilities Division, Colorado Springs Utilities, P. O. Box 1103, MC 940, Colorado Springs, CO 80947-0940; (719) 668-8050) Application for Conditional Water Storage Right EL PASO COUNTY 2. Introduction: The City of Colorado Springs (“Colorado Springs”) owns and Colorado Springs’ Parks, Recreation and Cultural Services (“Applicant”) manages Quail Lake, an 18.61-surface-acre, 319 acre-foot capacity lake located within Colorado Springs’ city limits. Quail Lake was constructed by the Gates

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Land Company and subsequently transferred to Colorado Springs pursuant to a contract dated February 22, 1971, amended by Covenants entered on July 8, 1974 (the “Contract”). Under the Contract, Colorado Springs, acting through Colorado Springs Utilities, provided approximately 315 acre-feet of water for the initial fill of Quail Lake. Colorado Springs Utilities has subsequently provided up to 50 acre-feet of water annually to maintain the level of Quail Lake. The water level in Quail Lake is generally maintained about 1.5 feet below the spillway, but has been as low as 4 feet below the spillway. During and immediately after precipitation events, Quail Lake intercepts limited amounts of stormwater and runoff from an unnamed drainage tributary to Fountain Creek. The stormwater and runoff is stored in the available regulatory capacity of Quail Lake, and quantities in excess of the available regulatory capacity spill from the Lake. Water stored in Quail Lake is used for recreation, fish and wildlife habitat, and aesthetics purposes. This Application seeks a decree for a conditional storage water right to store up to 72 acre-feet of stormwater and runoff tributary to Fountain Creek in the available regulatory capacity of Quail Lake during each precipitation event. The available regulatory capacity varies depending on the level of storage in Quail Lake at any given time, and it has included up to the top 4 feet of reservoir volume below the level of the spillway, for a total available regulatory capacity of 72 acre-feet. This regulatory capacity may be filled and refilled throughout the year depending on available regulatory capacity in Quail Lake and the size and frequency of precipitation events and releases from the lake. An augmentation plan for the out-of-priority storage in the lake will be the subject of a separate application to be filed by the Applicant in the near future. 3. Name of structure: Quail Lake, a.k.a. South Lake. 4. Legal description of location of dam: Quail Lake dam is located on a normally dry drainage tributary to Fountain Creek in the SW1/4 Section 32, Township 14 South, Range 66 West, 6th P.M., 1405 feet from the south section line and 2070 feet from the west section line. The legal address is 915 Cheyenne Mountain Blvd., Colorado Springs, CO 80906. It is downstream from a developed area within the city. 5. Source: The available regulatory capacity is filled from stormwater and runoff tributary to Fountain Creek during precipitation events and immediately thereafter. 6. Appropriation: This Application seeks judicial confirmation of a conditional water storage right to fill and refill the available regulatory capacity of Quail Lake as described herein. a. Date of initiation of appropriation: February 22, 1971. b. How appropriation was initiated: By entry into a contract with Gates Land Company for construction of Quail Lake. c. Date water applied to beneficial use: Not applicable. 7. Amount claimed: The Applicant claims the right to store the lesser of 72 acre-feet or the then existing regulatory capacity of Quail Lake. The water storage right requested includes the right to fill and refill the regulatory capacity from each precipitation event throughout the year. An area capacity table for the lake is attached to the Application as Exhibit A. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. 8. Use: Water diverted under this decree will be stored in the available regulatory capacity, and unless or until released, will be used for recreation, fish and wildlife

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habitat, and aesthetic purposes. All fully-augmented water stored in the available regulatory capacity may be used for any and all municipal purposes within the Colorado Springs metropolitan area. 9. Surface area at high water line: 18.61 acres. a. Maximum height of dam: 60 feet. b. Length of dam: 760 feet. 10. Total capacity of reservoir: 319 acre-feet. a. Active capacity: 315 acre-feet. b. Dead storage: 4 acre-feet. c. Regulatory capacity claimed herein: up to 72 acre-feet. 11. Names and addresses of owners of the land upon which any structure for this appropriation is or will be constructed. a. Quail Lake is located on property owned by the City of Colorado Springs located at 915 Cheyenne Mountain Blvd., Colorado Springs, CO 80906. b. City of Colorado Springs, Colorado Springs Utilities, c/o Brett C. Gracely, P.O. Box 1103, MC 930, Colorado Springs, CO 80947-0930, Phone: (719) 668-4052. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW121 – CITY OF COLORADO SPRINGS, COLORADO SPRINGS UTILITIES, c/o Brett C. Gracely, P. O. Box 1103, MC 930, Colorado Springs, CO 80947-0930 (Mark D. Shea, Staff Attorney – Water, City Attorney’s Office – Utilities Division, Colorado Springs Utilities, P.O. Box 1103, MC 940 Colorado Springs, CO 80947-0940; Phone: (719) 668-8050) Application for Conditional Appropriative Right of Substitution and Exchange for Fountain Creek Recovery Project EL PASO COUNTY 2. Introduction. The Applicant has developed the Fountain Creek Recovery Project (the “FCRP”) to capture spills from its wastewater collection system and treatment facilities and water containing other serious pollutants that enter Fountain Creek at or above the location of the FCRP. The FCRP consists of the enlarged Stubbs and Miller Ditch headgate on Fountain Creek, a lined 18.5 million gallon impoundment called the FCRP Recovery Pond (the “Spill Pond”), and a 20 million gallon impoundment called the FCRP Exchange Pond (the “Exchange Pond”). These structures are located on the Pinello Ranch, a property owned by the City of Colorado Springs. The FCRP will operate by diverting from Fountain Creek stream flows containing spills of untreated or partially treated wastewater or water containing other serious pollutants that have entered Fountain Creek or its tributaries upstream from the Stubbs and Miller Ditch headgate. Such stream flows will be diverted at the Stubbs and Miller Ditch headgate into the Spill Pond, where the water will be temporarily stored and then delivered to the Applicant’s wastewater treatment facilities or other appropriate treatment location for treatment and subsequent discharge. The out-of-priority diversions into the Spill Pond will be replaced with water released from the Exchange Pond Outlet. The Exchange Pond will store fully-consumable water owned or controlled by the Applicant. This Application seeks judicial confirmation of a conditional appropriative right of substitution and exchange, pursuant to C.R.S. §§37-80-120, 37-82-106, 37-83-104, and 37-92-302, under which any water owned or controlled by the Applicant and stored in the Exchange Pond may be delivered to Fountain Creek and an equivalent amount of water may be diverted upstream on Fountain Creek at the Stubbs and Miller Ditch headgate for temporary storage in the Spill Pond prior to being delivered to the Applicant’s

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wastewater treatment facilities or other appropriate treatment location. The exchange reach is approximately 1,450 feet, extending upstream on Fountain Creek from the point of release from the Exchange Pond Outlet to the Stubbs and Miller Ditch headgate. The effect of this practice of substitution and exchange will be to cause a depletion to stream flows only within this exchange reach. There are no known water rights with decreed points of diversion in the claimed exchange reach. To the extent there are existing or decreed exchanges that operate upstream through this exchange reach, during times that the Applicant is operating the exchange that is the subject of this Application, the Applicant seeks a determination that existing or decreed exchanges on Fountain Creek will be administered through this exchange reach so that there is no diminution in the ability of the existing and decreed exchanges to operate, so as to avoid injury to the operation of such existing or decreed exchange rights. 3. Name of structures, legal description of point of diversion and discharge, and exchange reach: a. Point of discharge from which water will be exchanged: (1) Exchange Pond Outlet, located in the NE1/4 SE1/4 of Section 10, T15S, R66W, of the 6th P.M., approximately 1,450 feet downstream on Fountain Creek from the Stubbs and Miller headgate at a point approximately 2060 feet from the West line and 880 feet from the South line of said Section 3. b. Structure to which water will be exchanged: (1) Stubbs and Miller Ditch headgate, located in the NE1/4 SW1/4 of Section 3, T15S, R66W, of the 6th P.M. at a point approximately 1600 feet from the West line and 1900 feet from the South line of said Section 3. Water diverted at the Stubbs and Miller headgate will be temporarily stored in the Spill Pond, and then delivered to the Applicant’s wastewater treatment facilities or other appropriate treatment location. c. Reach of the exchange: (1) The exchange reach will extend from the downstream terminus at the Exchange Pond Outlet upstream on Fountain Creek 1,450 feet to the upstream terminus at the Stubbs and Miller Ditch headgate. 4. Source of water to be exchanged: The source of substitute water supply for this exchange is any water owned, controlled, or available for use by the Applicant that is stored in the Exchange Pond. These sources include, but are not limited to: a. The Blue River Project, which diverts water from the headwaters of the Blue River and its tributaries in Summit County. The 1929 water rights associated with this project were adjudicated by the decree in Civil Action No. 1710 (District Court, Summit County) dated October 26, 1937, and were modified by the decree in Civil Action No. 1883 (District Court, Summit County) dated June 15, 1953. These water rights have an appropriation date of August 5, 1929. The 1948 water rights associated with this project were adjudicated by the decree in Civil Action No. 1806 (District Court, Summit County) dated May 10, 1952, the Final Decree in Consolidated Cases No. 2782, 5016, and 5017 (U.S. District Court, District of Colorado) dated October 15, 1955, and were made absolute by the decree in Consolidated Cases No. 2782, 5016, and 5017 (U.S. District Court, District of Colorado) dated February 26, 1968. These water rights have an appropriation date of May 13, 1948. An additional component of the Blue River Project is water diverted from the Middle Fork of the South Platte River in Park County. Water from the Middle Fork of the South Platte is stored in Montgomery

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Reservoir pursuant to Priority No. A-207 of appropriation dated September 5, 1930, by absolute decree dated May 16, 1966, in Civil Action No. 3286, District Court of Park County. b. The Homestake Project diverts water from the headwaters of tributaries of the Eagle River in Eagle County. The water rights were conditionally adjudicated by the decree in Civil Action No. 1193 (District Court, Eagle County) dated June 8, 1962. These water rights have an appropriation date of September 22, 1952. Applicant has the right to utilize one-half of the waters produced by the Homestake Project by virtue of the agreement dated June 18, 1962, between the City of Aurora and the City of Colorado Springs. c. The Fryingpan-Arkansas Project diverts water from the headwaters of Hunter Creek and the Fryingpan River and its tributaries in Pitkin County. The water rights were adjudicated by the decrees in Civil Action No. 4613 (District Court, Garfield County) dated June 20, 1958, and August 3, 1959, and were modified by the decree in Case No. W-829-76 (District Court, Water Division No. 5) dated November 27, 1979. These water rights have an appropriation date of July 29, 1957. Return flows from the Fryingpan-Arkansas Project will be utilized in the appropriative rights of exchange only after they are purchased from the Southeastern Colorado Water Conservancy District. d. The Independence Pass Transmountain Diversion System diverts water from the headwaters of the Roaring Fork River and its tributaries in Pitkin County. The water rights were adjudicated by a decree in Civil Action No. 3082 (District Court, Garfield County) dated August 25, 1936 and were modified by a decree in Case No. W-1901 (District Court, Water Division No. 5), dated May 12, 1976. These water rights have an appropriation date of August 23, 1930. Applicant has the right to take and use its pro rata share of the water diverted and stored by the Twin Lakes Reservoir and Canal Company under this water right. e. The Colorado Canal Waters. (1) The Colorado Canal. The Colorado Canal water rights are decreed to divert 756.28 cubic feet of water per second of time from the Arkansas River for direct flow irrigation use with a priority date of June 9, 1890. By decree dated October 21, 1985, in Case No. 84CW62, District Court, Water Division No. 2, the use of the Colorado Canal water rights was changed to include use and total consumption for municipal, commercial, industrial, and all other beneficial uses at any location. Applicant has the right to take its pro rata share of the water diverted and stored by The Colorado Canal Company, pursuant to the decree in Case No. 84CW62, by exchange or by pipeline for use and total consumption in Applicant's municipal water system or elsewhere. (2) Lake Meredith Reservoir. Lake Meredith Reservoir's decreed water rights authorize the storage of 26,028.4 acre-feet with diversions from the Arkansas River through the Colorado Canal at a rate of 756.28 c.f.s. under priority of March 9, 1898, and authorize the release of waters stored in Lake Meredith Reservoir and the exchange of such released waters for waters diverted at the Colorado Canal headgate for irrigation purposes with an exchange priority of March 9, 1898. The active storage capacity of Lake Meredith Reservoir is 41,413 acre-feet. Each stockholder in the Lake Meredith Reservoir Company is entitled to a pro rata portion of the waters realized from the operation of Lake Meredith Reservoir and the use of a pro rata portion of Lake Meredith Reservoir storage space. By decree dated October 21, 1985, the

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Case No. 84CW63, District Court, Water Division No. 2, the use of Lake Meredith water rights was changed to include use and total consumption for municipal, commercial, industrial, and all other beneficial uses at any location. Applicant has the right to take its pro rata share of the water diverted and stored by The Lake Meredith Reservoir Company, pursuant to the decree in Case No. 84CW63, by exchange or by pipeline for use and total consumption in Applicant's municipal water system or elsewhere. (3) Lake Henry Reservoir. Lake Henry Reservoir has decreed water storage rights of 11,916 acre-feet and a decreed rate of diversion of 756 c.f.s. through the Colorado Canal. By decree dated October 21, 1985, in Case No. 84CW64, District Court, Water Division No. 2, the use of Lake Henry water rights was changed to include use and total consumption for municipal, commercial, industrial, and all other beneficial uses at any location. Applicant has the right to take its pro rata share of the water diverted and stored by The Lake Henry Reservoir Company, pursuant to the decree in Case No. 84CW64, by exchange or by pipeline for use and total consumption in Applicant's municipal water system or elsewhere. (4) The Colorado Canal Reusable Water Return Flows. Colorado Canal Reusable Water Return Flows are the fully consumable return flows derived from the Applicant’s ownership interests in the sources of supply described above in subparagraphs 4.e (1)-(3) and by Decree dated March 15, 1993, in Case No. 86CW118 (A), and the amended decree entered on January 8, 1998 in Consolidated Cases No, 84CW202, 84CW203, 86CW118(B), and 89CW36 (Non-Sewered Phase). f. Sugarloaf Water Rights, diverted from Lake Fork Creek, a tributary of the Arkansas River, and decreed for the use of CF&I Steel Corporation. By decree dated June 16, 1994, in Case No. 86CW117, District Court, Water Division No. 2, the use and place of use of the Sugarloaf water rights were changed to include municipal use and all other beneficial uses, including use, reuse, and successive use to extinction. g. Denver Basin Groundwater. All ground water and sewered or non-sewered return flows therefrom that the Applicant has the legal right to use and that are withdrawn as tributary, not non-tributary or non-tributary groundwater from Denver, Arapahoe, and Laramie Fox Hills Aquifers pursuant to decrees entered in Case Nos. W-4788, 82CW214, 83CW133(A), 83CW134(A), 83CW135(A), 85CW57, 85CW58, 85CW59, Water Court, Water Division No. 2, Case No. 90CW39, Water Court, Water Division No. 2, and any decree to be entered in Case No. 04CW132. h. Reusable Water derived from the sources described above and described in Appendix A to the amended decree entered January 8, 1998, in Consolidated Cases Nos. 84CW202, 84CW203, 86CW118(B), and 89CW36, and made available for use pursuant to the terms of the decrees which have been entered in Cases Nos. 84CW202 (both Sewered and Non-Sewered), 84CW203 (both Sewered and Non-Sewered), and 86CW118(A) and (B), Water Division No. 2. i. Additional Sources. (1) Additional amounts of the specific water rights listed in this paragraph 4 acquired by Applicant; (2) tributary ground water that is fully replaced under the augmentation plan in Case No. 89CW36; (3) Temporary Use Agreement Waters that are or will be lawfully available for the Applicant’s use, reuse, or successive use that the Applicant acquires by temporary use agreements including, but not limited to, substitute water supply

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plans pursuant to C.R.S. §37-92-308, interruptible supply agreements, such as short and long-term leases or subleases, pursuant to C.R.S. §37-92-309, and through participation in existing or future water banking programs, such as that created under C.R.S. §§ 37-80.5-101 et seq.; and (4) any other water owned or controlled, now or in the future, by the Applicant and available for storage in the Exchange Pond. 5. Appropriation: This Application seeks judicial confirmation of a conditional appropriative right of exchange described herein using the water described in paragraph 4 above as the source of substitute supply. a. Date of initiation of appropriation: September 20, 2006. b. How appropriation was initiated: By presentation of the FCRP to the Colorado Springs Utilities Board as preferred alternative to recapture and treat spilled wastewater and its approval of the same. c. Date water applied to beneficial use: Not applicable. The Applicant began filling the Exchange Pond with reusable water on April 27, 2007. 6. Amount claimed: The maximum rate of flow claimed is 170 c.f.s., the current capacity of the Stubbs and Miller Ditch headgate. Each operation of the exchange will have a maximum volume of 61.4 acre-feet (20 million gallons), the capacity of the Exchange Pond. The exchange will be exercised whenever necessary, with each occurrence resulting in an exchange up to and including the maximum volume of 61.4 acre-feet. To the extent the Applicant exercises the exchange prior to the time that a decree is entered on this application, the Applicant seeks an absolute water right in the amount of the exchange carried out prior to entry of the decree. 7. Use or proposed use: The water will be used for all purposes for which the water rights set forth in paragraph 4, above, are decreed. By operation of this exchange, the water the Applicant delivers to the downstream users becomes the water of the downstream users with the same legal characteristics of the water they would have received had the Applicant not conducted the exchange. The water diverted upstream in the Spill Pond will have the same legal characteristics as the water stored by the Applicant in the Exchange Pond prior to its release for exchange. Since by virtue of the exchange the water in the Spill Pond will be fully reusable water, Colorado Springs will adjust its accounting so as to reflect the time and quantities of the discharge from its wastewater treatment facilities or other appropriate treatment location of water from the Spill Pond. 8. Substituted water: The substituted water released from the Exchange Pond identified in paragraph 4 above is of a quality and continuity to meet the requirements for which the water of the senior appropriation normally has been used. 9. Names and addresses of owners of the land upon which any structure for this appropriation is or will be constructed. a. The Fountain Creek Recovery Project is located on the Pinello Ranch, a property owned by the City of Colorado Springs located at 4940 S. Highway 85-87, Colorado Springs, Colorado. b. City of Colorado Springs, Colorado Springs Utilities, c/o Brett C. Gracely, P.O. Box 1103, MC 930, Colorado Springs, CO 80947-0930, Phone: (719) 668-4052. ------------------------------------------------------------------------------------------------------------

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------------------------------------------------------------------------------------------------------------ CASE NO. 07CW122 – CITY OF COLORADO SPRINGS, COLORADO SPRINGS UTILITIES, c/o Brett C. Gracely, P. O. Box 1103, MC 930, Colorado Springs, CO 80947-0930 (Mark D. Shea, Staff Attorney – Water, City Attorney’s Office – Utilities Division, Colorado Springs Utilities, P.O. Box 1103, MC 940, Colorado Springs, CO 80947-0940; Phone: (719) 668-8050) Application for Absolute and Conditional Appropriative Rights of Substitution and Exchange from Pueblo Reservoir and Williams Creek Reservoir to Points Upstream on Fountain Creek EL PASO, TELLER AND PUEBLO COUNTIES 2. Introduction: This Application seeks judicial confirmation, pursuant to C.R.S. §§37-80-120, 37-82-106, 37-83-104, and 37-92-302, of absolute and conditional appropriative rights of substitution and exchange, under which any water owned or controlled by the Applicant and stored in the Pueblo Reservoir or the proposed Williams Creek Reservoir will be delivered to the Arkansas River or its tributaries and an equivalent amount of water will be diverted and stored upstream on Fountain Creek and its tributaries. The Applicant operated part of the exchanges described herein during the period of May 15, 2007 through May 24, 2007, pursuant to administrative approval by the Division Engineer for Water Division No. 2. The exchanges were conducted by releasing water from Pueblo Reservoir and storing an equivalent amount upstream on Fountain Creek and its tributaries. 3. Name of structures, legal description of point of diversion and discharge, and exchange reach: a. Points of discharge from which water will be exchanged (Exchange from points): (1) Pueblo Reservoir: Pueblo Reservoir is an on-channel reservoir formed by the intersection of Pueblo Dam and the Arkansas River at a point whence the Northeast corner of Section 35, Township 20 South, Range 66 West of the 6th Principal Meridian, bears North 61° 21’ 20” East a distance of 2, 511.05 feet. Pueblo Reservoir inundates all or portions of Sections 7, 18, 19, 20, 21, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36, Township 20 South, Range 66 West of the 6th P.M., Sections 1, 2, 3, 4, 5, 9, 10, and 11, Township 21 South Range 66 West of the 6th P.M., and Sections 5, 8, 9, 13, 14, 15, 16, 22, 23, and 25, Township 20 South, Range 67 West of the 6th P.M. (2) Williams Creek Reservoir: Williams Creek Reservoir is a proposed reservoir located in Sections 12, 13, 23, 24, and 25, Township 16 South, Range 65 West and Sections 18, 19, and 30, Township 16 South, Range 64 West of the 6th P.M. b. Structures to which water will be exchanged (Exchange to points): (1) Lake Moraine Reservoir: An on-channel reservoir located in the Southeast quarter of Section 21 and the Southwest quarter of Section 22, the Northwest quarter of Section 27, and the Northeast quarter of Section 28, Township 14 South, Range 68 West of the 6th Principal Meridian, with the outlet at a point whence the southwest corner of Section 22 is South 27 degrees 10 minutes West 1070 feet. The capacity of Lake Moraine is 1,399.8 acre-feet. (2) Big Tooth Reservoir: An on-channel reservoir located in the Southwest quarter of Section 14 and the Northwest quarter of Section 23, Township 14 South, Range 68 West of the 6th Principal Meridian, with the outlet at a point whence the southwest corner of Section 18, Township 14 South,

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Range 67 West of the 6th Principal Meridian bears East 11 degrees South a distance of 8,975 feet. The capacity of Big Tooth Reservoir is 244.8 acre-feet. (3) Crystal Reservoir: An on-channel reservoir located in the Southwest quarter of Section 17, the Southeast quarter of Section 18 and the Northwest quarter of Section 19, Township 13 South, Range 68 West of the 6th Principal Meridian. The outlet is located at a point whence the Northwest corner of Section 17 is North 23 degrees 12 minutes West a distance of 2735 feet. The capacity of Crystal Reservoir is 3,479 acre-feet. (4) South Catamount Reservoir: An on-channel reservoir located in the Northwest quarter of Section 18, Township 13 South, Range 68 West of the 6th Principal Meridian and the Southeast quarter of Section 12 and the Northern half of Section 13, Township 13 South, Range 69 West of the 6th Principal Meridian. The east end of the dam is located at a point from which the Southeast corner of Section 12 lies South 33 degrees 23 minutes East a distance of 380 feet. The capacity of South Catamount Reservoir is 2,603.6 acre-feet. (5) North Catamount Reservoir: An on-channel reservoir located in Sections 11, 12, 13, and 14, Township 13 South, Range 69 West of the 6th Principal Meridian. The outlet is located at a point whence the Southeast corner of Section 12 lies South 61 degrees 33 minutes East a distance of 2613 feet. The capacity of North Catamount Reservoir is 12,031.5 acre-feet. (6) Northfield Reservoir: An on-channel reservoir located in the Southeast quarter of Section 25, Township 12 South, Range 68 West of the 6th Principal Meridian, from whence the common corner of Sections 22, 26, 35 and 36 of Township 12 South bears South 67 degrees 9 minutes West 3480.1 feet. The capacity of Northfield Reservoir is 276.2 acre-feet. (7) Nichols Reservoir: An on-channel reservoir located in the Southwest quarter of Section 25 and the Southeast quarter of Section 26 and the Northwest quarter of Section 36, Township 12 South, Range 68 West of the 6th Principal Meridian. The center of the dam is located at a point approximately 1380 feet from the South line and 1630 feet from the East line of said Section 25. The capacity of Nichols Reservoir is 586.2 acre-feet. (8) Rampart Reservoir: An on-channel reservoir located in Sections 22, 23, 26 and 27, Township 12 South, Range 68 West of the 6th Principal Meridian. The center of the dam is located at a point approximately 1925 feet from the South line and 2325 feet from the East line of said Section 26. The capacity of Rampart Reservoir is 40,871.6 acre-feet. (9) Pikeview Intake (also known as Monument Creek Pipeline): Located on Monument Creek at a point just upstream from the point where the Garden of the Gods Road crosses Monument Creek, in north Colorado Springs, whence the North quarter corner of Section 19, Township 13

South, Range 66 West of the 6th Principal Meridian bears North 8 15' East a distance of 3,189.8 feet. This intake delivers water to Pikeview Reservoir. (10) Pikeview Reservoir: An off-channel reservoir located adjacent to and on the west side of Monument Creek, at a point just downstream from the point where the Garden of the Gods Road crosses Monument Creek, in north Colorado Springs, in the Northeast quarter of the Northwest quarter and in the Northwest quarter of the Northeast quarter of Section 30, Township 13 South, Range 66 West of the 6th Principal Meridian. Station “0” of the dam being at a point where the North quarter corner of Section 30 bears North 20 degrees 40 minutes East, 987.4 feet.

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The capacity of Pikeview Reservoir is 151.7 acre-feet. (11) South Cheyenne Creek Intake: Located on South Cheyenne Creek at a point just west of the intersection of Mesa Avenue and South Cheyenne Canyon Road, in southwest Colorado Springs, whence the quarter corner common to Sections 34 and 35, Township 14 South, Range 67 West of the 6th Principal Meridian bears North

3516' East a distance of 1,329.7 feet. (12) North Cheyenne Creek Intake: Located on North Cheyenne Creek at a point approximately one mile west of the intersection of North and South Cheyenne Canyon Roads, in southwest Colorado Springs, whence the Northeast corner of Section 34, Township 14 South, Range

67 West of the 6th Principal Meridian bears North 729' East a distance of 4,419.2 feet. This intake delivers water to South Suburban Reservoir and Gold Camp Reservoir. (13) South Suburban Reservoir: An off-channel reservoir located just north of the intersection of North and South Cheyenne Canyon Roads, in southwest Colorado Springs, in Sections 26 and 35, Township 14 South, Range 67 West of the 6th Principal Meridian. The center of the dam is located at a point approximately 350 feet from the North line and 825 feet from the West line of said Section 35. The capacity of South Suburban Reservoir is 233.2 acre-feet. (14) Gold Camp Reservoir: An off-channel reservoir located just north of the intersection of North and South Cheyenne Canyon Roads, in southwest Colorado Springs, in Sections 27 and 34, Township 14 South, Range 67 West of the 6th Principal Meridian. The center of the dam is located at a point approximately 730 feet from the North line and 815 feet from the East line of said Section 34. The capacity of Gold Camp Reservoir is 368.3 acre-feet. (15) Jimmy Camp Creek Reservoir: A proposed on-channel reservoir to be located in Sections 26, 35, and 36, Township 13 South, and Sections 1 and 2, Township 14 South, Range 65 West of the 6th Principal Meridian, in El Paso County, Colorado. (16) Williams Creek Reservoir: A proposed on-channel reservoir to be located in Sections 12, 13, 23, 24, and 25, Township 16 South, Range 65 West and Sections 18, 19, and 30, Township 16 South, Range 64 West of the 6th Principal Meridian, in El Paso County, Colorado. (17) Upper Williams Creek Reservoir: A proposed on-channel reservoir located in Sections 5, 6, 7, 8, 17 and 18, in Township 15 South, Range 64 West of the 6th P.M., in El Paso County, Colorado. (18) All future storage facilities that may be developed on Williams Creek and its tributaries. (19) Exchanges to intermediate points of diversion or storage within the exchange reaches. Applicant requests a determination that once this exchange is decreed, no additional terms and conditions will be necessary for the Applicant to exercise these exchanges to other existing or hereafter constructed points of storage within the exchange reaches described in Part 3 of this Application. c. Exchange Reaches: (1) The reach of the Arkansas River from the outlet of Pueblo Reservoir downstream to the confluence of the Arkansas River and Fountain Creek, then upstream on Fountain Creek and its tributaries to the points of diversion described in paragraph 3.b. above; and (2) from the outlet of Williams Creek Reservoir downstream on Williams Creek to its confluence with Fountain Creek and then upstream on Fountain Creek and its tributaries to the points of diversion described in paragraph 3.b. above; and (3) from the embankment of Williams Creek Reservoir upstream to any new storage facility

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constructed upstream on Williams Creek and its tributaries. 4. Sources of water to be exchanged: The sources of substitute water supply for the exchanges described herein are any waters owned, controlled, or available for use by the Applicant, including but not limited to the following: a. The Blue River Project, which diverts water from the headwaters of the Blue River and its tributaries in Summit County. The 1929 water rights associated with this project were adjudicated by the decree in Civil Action No. 1710 (District Court, Summit County) dated October 26, 1937, and were modified by the decree in Civil Action No. 1883 (District Court, Summit County) dated June 15, 1953. These water rights have an appropriation date of August 5, 1929. The 1948 water rights associated with this project were adjudicated by the decree in Civil Action No. 1806 (District Court, Summit County) dated May 10, 1952, the Final Decree in Consolidated Cases No. 2782, 5016, and 5017 (U.S. District Court, District of Colorado) dated October 15, 1955, and were made absolute by the decree in Consolidated Cases No. 2782, 5016, and 5017 (U.S. District Court, District of Colorado) dated February 26, 1968. These water rights have an appropriation date of May 13, 1948. An additional component of the Blue River Project is water diverted from the Middle Fork of the South Platte River in Park County. Water from the Middle Fork of the South Platte is stored in Montgomery Reservoir pursuant to Priority No. A-207 of appropriation dated September 5, 1930, by absolute decree dated May 16, 1966, in Civil Action No. 3286, District Court of Park County. b. The Homestake Project diverts water from the headwaters of tributaries of the Eagle River in Eagle County. The water rights were conditionally adjudicated by the decree in Civil Action No. 1193 (District Court, Eagle County) dated June 8, 1962. These water rights have an appropriation date of September 22, 1952. Applicant has the right to utilize one-half of the waters produced by the Homestake Project by virtue of the agreement dated June 18, 1962, between the City of Aurora and the City of Colorado Springs. c. The Fryingpan-Arkansas Project diverts water from the headwaters of Hunter Creek and the Fryingpan River and its tributaries in Pitkin County. The water rights were adjudicated by the decrees in Civil Action No. 4613 (District Court, Garfield County) dated June 20, 1958, and August 3, 1959, and were modified by the decree in Case No. W-829-76 (District Court, Water Division No. 5) dated November 27, 1979. These water rights have an appropriation date of July 29, 1957. Return flows from the Fryingpan-Arkansas Project will be utilized in the appropriative rights of exchange after they are purchased from the Southeastern Colorado Water Conservancy District. d. The Independence Pass Transmountain Diversion System diverts water from the headwaters of the Roaring Fork River and its tributaries in Pitkin County. The water rights were adjudicated by a decree in Civil Action No. 3082 (District Court, Garfield County) dated August 25, 1936 and were modified by a decree in Case No. W-1901 (District Court, Water Division No. 5), dated May 12, 1976. These water rights have an appropriation date of August 23, 1930. Applicant has the right to take and use its pro rata share of the water diverted and stored by the Twin Lakes Reservoir and Canal Company under this water right. e. The Colorado Canal Waters. (1) The Colorado Canal. The Colorado Canal water rights are decreed

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to divert 756.28 cubic feet of water per second of time from the Arkansas River for direct flow irrigation use with a priority date of June 9, 1890. By decree dated October 21, 1985, in Case No. 84CW62, District Court, Water Division No. 2, the use of the Colorado Canal water rights was changed to include use and total consumption for municipal, commercial, industrial, and all other beneficial uses at any location. Applicant has the right to take its pro rata share of the water diverted and stored by The Colorado Canal Company, pursuant to the decree in Case No. 84CW62, by exchange or by pipeline for use and total consumption in Applicant's municipal water system or elsewhere. (2) Lake Meredith Reservoir. Lake Meredith Reservoir's decreed water rights authorize the storage of 26,028.4 acre-feet with diversions from the Arkansas River through the Colorado Canal at a rate of 756.28 c.f.s. under priority of March 9, 1898, and authorize the release of waters stored in Lake Meredith Reservoir and the exchange of such released waters for waters diverted at the Colorado Canal headgate for irrigation purposes with an exchange priority of March 9, 1898. The active storage capacity of Lake Meredith Reservoir is 41,413 acre-feet. Each stockholder in the Lake Meredith Reservoir Company is entitled to a pro rata portion of the waters realized from the operation of Lake Meredith Reservoir and the use of a pro rata portion of Lake Meredith Reservoir storage space. By decree dated October 21, 1985, the Case No. 84CW63, District Court, Water Division No. 2, the use of Lake Meredith water rights was changed to include use and total consumption for municipal, commercial, industrial, and all other beneficial uses at any location. Applicant has the right to take its pro rata share of the water diverted and stored by The Lake Meredith Reservoir Company, pursuant to the decree in Case No. 84CW63, by exchange or by pipeline for use and total consumption in Applicant's municipal water system or elsewhere. (3) Lake Henry Reservoir. Lake Henry Reservoir has decreed water storage rights of 11,916 acre-feet and a decreed rate of diversion of 756 c.f.s. through the Colorado Canal. By decree dated October 21, 1985, in Case No. 84CW64, District Court, Water Division No. 2, the use of Lake Henry water rights was changed to include use and total consumption for municipal, commercial, industrial, and all other beneficial uses at any location. Applicant has the right to take its pro rata share of the water diverted and stored by The Lake Henry Reservoir Company, pursuant to the decree in Case No. 84CW64, by exchange or by pipeline for use and total consumption in Applicant's municipal water system or elsewhere. (4) The Colorado Canal Reusable Water Return Flows. Colorado Canal Reusable Water Return Flows are the fully consumable return flows derived from the Applicant’s ownership interests in the sources of supply described above in subparagraphs 4.e (1)-(3) and by Decree dated March 15, 1993, in Case No. 86CW118 (A), and the amended decree entered on January 8, 1998 in Consolidated Cases No, 84CW202, 84CW203, 86CW118(B), and 89CW36 (Non-Sewered Phase). f. Sugarloaf Water Rights, diverted from Lake Fork Creek, a tributary of the Arkansas River, and decreed for the use of CF&I Steel Corporation. By decree dated June 16, 1994, in Case No. 86CW117, District Court, Water Division No. 2, the use and place of use of the Sugarloaf water rights were changed to include municipal use and all other beneficial uses, including use, reuse, and successive use to extinction. g.

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Reusable Water derived from the sources described above and described in Appendix A to the amended decree entered January 8, 1998, in Consolidated Cases Nos. 84CW202, 84CW203, 86CW118(B), and 89CW36, and made available for use pursuant to the terms of the decrees which have been entered in Cases Nos. 84CW202 (both Sewered and Non-Sewered), 84CW203 (both Sewered and Non-Sewered), and 86CW118(A) and (B), Water Division No. 2. h. Additional Sources. (1) Additional amounts of the specific water rights listed in this paragraph 4 acquired by Applicant; (2) Denver Basin ground water, if approved for storage in the Pueblo Reservoir by future decree; (3) tributary ground water that is fully replaced under the augmentation plan in Case No. 89CW36; (4) Temporary Use Agreement Waters that are or will be lawfully available for the Applicant’s use, reuse, or successive use that the Applicant acquires by temporary use agreements including, but not limited to, substitute water supply plans pursuant to C.R.S. §37-92-308, interruptible supply agreements, such as short and long-term leases or subleases, pursuant to C.R.S. §37-92-309, and through participation in existing or future water banking programs, such as that created under C.R.S. §§ 37-80.5-101 et seq.; and (5) any other water owned or controlled, now or in the future, by the Applicant and available for storage in Pueblo Reservoir and Williams Creek Reservoir. 5. Appropriation: This Application seeks judicial confirmation of the conditional and absolute appropriative rights of exchange described herein using the water described in paragraph 4 above as the source of substitute supply. a. Date of initiation of appropriation: May 15, 2007. b. How appropriation was initiated: By the physical exchange of water in the amounts claimed as absolute in paragraph 6, below. c. Date water applied to beneficial use: May 15 through 24, 2007 for those amounts claimed absolute; not applicable for those amounts claimed conditional. 6. Amount Claimed: a. Amount of exchanges claimed as absolute: (1) North Catamount Reservoir: On May 15, 2007, water was exchanged from Pueblo Reservoir at a rate of 9.13 c.f.s., for a total exchange of 18.10 acre-feet. (2) South Catamount Reservoir: On May 15, 2007, water was exchanged from Pueblo Reservoir at a rate of 7.09 c.f.s., for a total exchange of 14.07 acre-feet. (3) Crystal Reservoir: On May 23, 2007, water was exchanged from Pueblo Reservoir at a rate of 8.50 c.f.s., for a total exchange of 16.85 acre-feet. (4) Rampart Reservoir: On May 16, 2007, water was exchanged from Pueblo Reservoir at a rate of 9.48 c.f.s., for a total exchange of 18.81 acre-feet. (5) Nichols Reservoir: On May 16, 2007, water was exchanged from Pueblo Reservoir at a rate of 5.87 c.f.s., for a total exchange of 11.64 acre-feet. (6) Northfield Reservoir: On May 16, 2007, water was exchanged from Pueblo Reservoir at a rate of 1.51 c.f.s., for a total exchange of 2.99 acre-feet. b. Amount of exchanges claimed as conditional: (1) North Catamount Reservoir: Inflow to the extent not made absolute herein. (2) South Catamount Reservoir: Inflow to the extent not made absolute herein. (3) Crystal Reservoir: Inflow to the extent not made absolute herein. (4) Rampart Reservoir: Inflow to the extent not made absolute herein. (5) Nichols Reservoir: Inflow to the extent not made absolute herein. (6) Northfield Reservoir: Inflow to the extent not made absolute herein. (7) Big Tooth Reservoir: Inflow. (8) Lake Moraine: Inflow. (9)

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South Suburban Reservoir: Inflow. (10) Gold Camp Reservoir: Inflow. (11) Jimmy Camp Creek Reservoir: Inflow. (12) Upper Williams Creek Reservoir: Inflow. (13) Williams Creek Reservoir: Inflow. (14) All Future Storage that may be developed on Fountain Creek or its Tributaries: Inflow. Inflow for the purposes of this application is defined as the lesser of either the amount of substitute supply discharged from the facilities listed in Paragraph 3.a above, or that amount of water that would have been released from the receiving storage reservoir had no exchange been made (including inadvertent storage) and had no storage right junior to the exchange been exercised to store water in the receiving reservoir. c. To the extent the Applicant exercises any of the claimed conditional exchanges prior to the time that a decree is entered on this application, the Applicant will seek an absolute water right in the amounts of the exchanges carried out prior to entry of the decree. 7. Use or proposed use: The water will be used for all beneficial uses and purposes for which the water rights set forth in paragraph 4, above, are decreed. The substitute supply that the Applicant delivers to the downstream users becomes the water of the downstream users with the same legal characteristics of the water they would have received had Colorado Springs not conducted the exchanges. The water diverted upstream by exchange by Colorado Springs will have the same legal characteristics as the water stored by Colorado Springs in Pueblo Reservoir or Williams Creek Reservoir prior to its release for exchange. 8. Substituted water: The substituted water identified in paragraph 4 above is of a quality and continuity to meet the requirements for which the water of the senior appropriation normally has been used. 9. Names and addresses of owners of the land upon which any structure for this appropriation is or will be constructed: The relevant structures in this Application are the exchange to and exchange from points. The City of Colorado Springs, P. O. Box 1103, Colorado Springs, 80947, owns the land on which all of the structures are located, except for parcels underlying the Jimmy Camp Creek Reservoir, the Upper Williams Creek Reservoir, and the Northslope and Northfield system sites. A list of the names and addresses of owners of land upon which the Jimmy Camp Creek Reservoir and Upper Williams Creek Reservoir structures are located is attached to the application as Exhibit A. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. Land underlying portions of the Northslope and Northfield system sites is owned by the United States Forest Service, Forest Supervisor, Pike and San Isabel National Forests, Cimarron & Comanche National Grasslands, 2840 Kachina Dr., Pueblo, CO 81008, (719) 553-1400. The Applicant will provide proper notice, pursuant to statute, to these land owners. ------------------------------------------------------------------------------------------------------------

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------------------------------------------------------------------------------------------------------------ CASE NO. 07CW123 – CITY OF FOUNTAIN, COLORADO, c/o Larry Patterson, Utilities Director, 116 South Main Street, Fountain, CO 80817 (Please direct all pleadings and other filings to Applicant’s attorneys, Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202; (303) 894-8191) Application for Plan for Augmentation and Change of Water Right EL PASO AND PUEBLO COUNTIES II. Background and Summary of Application. Applicant City of Fountain (“Fountain”) supplies water to its customers from wells tributary to Fountain Creek and Jimmy Camp Creek, in El Paso County, Colorado and from Fryingpan-Arkansas Project water (“Project Water”) purchased from the Southeastern Colorado Water Conservancy District (“Southeastern”) through the auspices of the Fountain Valley Authority, a water authority public entity of the State of Colorado of which Fountain is a member. Well depletions are augmented pursuant to augmentation plans decreed in Case Nos. W-4396 and W-4559 (consolidated) (Augmentation Plan I) and Case No. 85CW110 (Augmentation Plan II), and Case No. 91CW121 (which incorporates an additional well into Augmentation Plan II). The water rights used for augmentation pursuant to the decrees in Augmentation Plan I and Augmentation Plan II include (1) irrigation and storage rights attributable to 358 shares of the Fountain Mutual Irrigation Company ( “FMIC”) and (2) reusable return flows from Project Water. Augmentation credit is supplied to Fountain Creek from return flows attributable to Project Water and by delivery of Fountain’s FMIC shares to Fountain Creek at the Cruse Gulch augmentation station. After the decrees were obtained in Augmentation Plan I and Augmentation Plan II, Fountain acquired additional FMIC shares which it seeks to change to municipal uses (including augmentation and exchange), and has added wells to its water supply system. An application for change of the additional FMIC shares and inclusion of the additional wells is presently pending in Case No. 2001CW146 (“Augmentation Plan III”). An application in Case No. 2007CW68 seeks a change of water rights and plan for augmentation regarding leased water rights. In addition, Fountain has two exchange applications pending (Case No. 2001CW108 and 2006CW122), in which it seeks to exchange fully-consumable water from a variety of sources to storage on the Arkansas River for later delivery to Fountain via the Fountain Valley Conduit and the planned Southern Delivery Pipeline system. Following decrees upon the exchange applications, such fully consumable water may be used in the City of Fountain service areas, and return flows therefrom may be used for augmentation as provided in future water court decrees. The purpose of this Application is to decree a change of use of water withdrawn from an additional well, the Cumberland Green Well, and for augmentation of the out-of-priority well depletions caused by said well. The Cumberland Green well is owned by Jimmy Camp LLC, which is developing a subdivision known as Cumberland Green, which will obtain water service from the City of Fountain. As part of an annexation or water service agreement with the City of Fountain, the Cumberland Green well will be dedicated to landscape

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irrigation within the Cumberland Green subdivision, thereby reducing demand on the City’s treated water supplies. The City has agreed to provide augmentation for the Cumberland Green Well in connection with its provision of water service to the Cumberland Green subdivision. A general location map depicting the Cumberland Green Well is attached to the Application as Exhibit C. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. III. Plan for Augmentation A. Structure to be Augmented. The structure to be augmented is the Cumberland Green Well, located in the SW1/4SW1/4 of Section 33, Township 15 South, Range 65 West of the Sixth P.M., 6.53 feet from the South section line, and 238.9 feet from the West section line in said Section 33, in El Paso County, Colorado. The Cumberland Green Well, formerly known as No. 015748-F, was permitted with Permit No. 015748-F by permit dated July 28, 1971. It was decreed by the Water Court, Water Division No. 2, in Case No. W-590 on August 1, 1972, for 1.01 cfs (455 gpm) and a total annual withdrawal not to exceed 320 acre-feet. It was decreed for domestic use and irrigation of approximately 150 acres located in part of the West ½, NW1/4, Section 4, Township 16, South, Range 65 West of the 6th P.M., part of the SE1/4SE1/4, Section 32, Township 15 South, Range 65 West, SW1/4SW1/4, Section 33, Township 15 South, Range 65 West, part of the E1/2NE1/4, Section 5, Township 16 South, Range 65 West, and part of the NE1/4SE1/4, Section 5, Township 16 South, Range 65 West. The Cumberland Green Well was used together with other water rights to irrigate said lands. This augmentation plan, as set forth below, provides for augmentation of depletions associated with irrigation by the Cumberland Green Well (or any replacement thereof) of approximately 50 acres of lawns, gardens and open space within the historically irrigated area. B. Water Rights to Be Used for Augmentation. The water rights to be used for augmentation of the Cumberland Green Well are water rights associated with Fountain’s FMIC shares, Fountain’s reusable Project Water return flows, and other water rights or fully-consumable supplies that may be decreed for such use in the future. 1) FMIC Shares. Fountain owns or leases 491 FMIC shares. Three hundred fifty-eight (358) FMIC shares are included in Augmentation Plans I and II, and have been decreed for augmentation by the City of Fountain. An additional 133 FMIC shares are included in Augmentation Plan III, presently pending in the water court. The FMIC shares were historically diverted to the Fountain Mutual Ditch from Fountain Creek, tributary to the Arkansas River, at the FMIC headgate located in the SW1/4 of Section 20, Township 14 South, Range 66 West, 6th P.M. FMIC’s water rights were originally decreed for irrigation purposes. Those water rights been the subject of numerous change actions and plans of augmentation, including Fountain’s Augmentation Plans I and II. FMIC water rights are decreed as follows:

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DIRECT FLOW Fountain Creek Priority No. Priority Date Decree Date Total Decree (cfs)

4 9/21/1861 3/6/1882 9.84 (5.38)1

7 4/1/1862 3/6/1882 1.125 11 2/1/1863 3/6/1882 16.69 17 12/31/1863 3/6/1882 4.25 (2.125)

2

21 12/31/1864 3/6/1882 4.65 28 12/31/1866 3/6/1882 8.48 29 12/31/1867 3/6/1882 9.68 41 9/21/1874 3/6/1882 17.05

168 1/31/1903 6/2/1919 343.2

STORAGE Fountain Creek Priority No. Priority Date Decree Date Total Decree (AF) Fountain 3/18/1903 6/2/1919 10,000

Fountain’s 491 FMIC shares will be used to augment depletions from Fountain’s municipal wells, as provided in Augmentation Plans I, II and III, and the other cases herein referenced, and may also be used to augment depletions from the Cumberland Green Well pursuant to this application. As provided in Augmentation Plans I and II, the 358 FMIC shares that are presently decreed for augmentation use yield an average of approximately 250.6 acre-feet of fully-consumable water each year. The remaining 133 FMIC shares are the subject of Augmentation Plan III, and are expected to yield an average of approximately 93.1 acre-feet of fully-consumable water each year. Altogether, Fountain’s 491 FMIC shares represent an average annual consumptive use of 343.7 acre-feet which may be used for replacement water for Fountain’s well depletions. The Cumberland Green Well will also be augmented by the 491 FMIC shares. In this case, Fountain relies upon the prior determinations in Augmentation Plan I and II, and the other prior determinations that form the basis of its calculations in Augmentation Plan III, so diversion records and a map are not submitted. 2. Fryingpan-Arkansas Project Water Return Flows. Fountain is a member of the Fountain Valley Authority (“FVA”) which purchases and transports to Fountain and other FVA members, through the Fountain Valley Conduit, the members’ allocations of Project Water. Fountain currently has the contractual right to annual delivery of 2,000 acre-feet of Project Water, delivered from Pueblo Reservoir though the Fountain Valley Conduit. Project Water is allocated by Southeastern and is currently made available to Fountain pursuant to an agreement dated July 10, 1979 as well as a number of contracts concerning the

1FMIC’s interest in Priority No. 4 is 5.38 cfs.

2Priority No. 17 is referred to as Janitell’s right and FMIC has used one-half of the water, or 2.125 cfs, in return for the carriage of the other 2.125 cfs to its owner through the FMIC ditch. By Decree Authorizing Change in Point of Diversion in Civil Action No. 38180, entered July 29, 1959, the point of diversion for this 4.25 cfs of Priority No. 17 of the Laughlin Ditch was changed to the headgate of the Fountain Mutual Ditch.

37

Fryingpan-Arkansas Project, the Fountain Valley Conduit, and the Fountain Valley Authority. Project Water is fully consumable. Fountain has the right to purchase from Southeastern all rights to reuse and successively use its Project Water after its initial use, and such reusable Project Water will be available for augmentation subject to the terms and conditions of the decree in Augmentation Plan III, when entered, and the decree entered on this application. If and to the extent Fountain acquires a contractual right to annual delivery of additional Project Water (beyond the 2,000 acre-feet described above), and provided such water is also controlled by Southeastern, reusable return flows from such additional Project Water may also be used by Fountain for augmentation pursuant to the terms of the parties’ contracts and applicable water court decrees, including any decree entered on this application. Fountain claims the right to use, reuse, and successively use to extinction its Project Water return flows for augmentation hereunder in combination with its existing and pending augmentation plans. The project water rights are described as follows: West Slope Decrees: The Fryingpan-Arkansas Project diverts water from the headwaters of Hunter Creek and the Fryingpan River and its tributaries in Pitkin County, Colorado. The principal water rights were adjudicated by the decrees in C.A. 4613 (District Court, Garfield County, Colorado) dated June 20, 1958 and August 3, 1959, and were modified by the decree in Case No. W-829-76 (District Court, Water Division 5, Colorado) dated November 27, 1979, and were supplemented by the decree in Case No. 83-CW-352 (District Court, Water Division No. 5), dated May 31, 1985. These water rights have an appropriation date of July 29, 1957. Water diverted under these decrees travels under the Continental Divide through Boustead Tunnel, which empties into Turquoise Reservoir. This water may be stored in Turquoise Reservoir, Twin Lakes Reservoir, and elsewhere, and applied to beneficial use within the boundaries of Southeastern. Because the water is imported from another river basin, it is fully consumable in Water Division No. 2. East Slope Decrees: The Fryingpan-Arkansas Project also diverts and stores surface water from the Arkansas River and its tributaries in Lake, Chaffee, Fremont and Pueblo Counties. Such water rights are decreed for use, exchange, reuse and successive use to extinction for beneficial uses within Southeastern’s boundaries. The principal rights were adjudicated by the following decrees: Civil Action No. 5141 (District Court, Chaffee County, Colorado) dated July 9, 1969, and Civil Action No. B-42135 (District Court, Pueblo County), dated June 25, 1962. The water rights were modified and supplemented by the judgment and decree in Case No. 80-CW-6 (District Court, Water Division No. 2), dated October 23, 1980. These water rights include storage in Turquoise Reservoir, Twin Lakes Reservoir and elsewhere, with an appropriation date of February 10, 1939. No decree entered upon this application will modify or is intended to modify Southeastern’s decrees for the project water rights. Southeastern allocates Project Water annually based on its principles, policies, rules and regulations. Any and all use of Project Water and return flows therefrom will be pursuant to and subject to the above-referenced decrees for the Fryingpan-Arkansas Project, and to all lawful rules, regulations, policies, and contract obligations of Southeastern. Any decree

38

entered in this case will not give Fountain any rights to use Fryingpan-Arkansas Project structures, or any rights of ownership or rights to purchase or receive allocations of Project Water or return flows therefrom, but will not alter the existing rights, including allocation rights, held by Fountain. Fountain’s augmentation use of Project Water will be only to augment or replace depletions resulting from Fountain’s beneficial use of water within Southeastern District boundaries. Fountain may use and exchange Project Water and return flows therefrom only if, when, and to the extent such water is allocated and/or sold to Fountain by Southeastern. Fountain’s purchase and use of Project Water and return flows therefrom shall be consistent with the Allocation Principles of the Southeastern Colorado Water Conservancy District (as they may from time to time be amended), and the lawful rules, regulations, policies, procedures, contracts, charges and terms as may be lawfully determined from time to time by Southeastern in its discretion. 3. Other Augmentation Supplies. Fountain also plans to store additional non-Project water and/or Project Water return flows in Pueblo Reservoir and other locations on the Arkansas River, as described in Case Nos. 2001CW108 and 2006CW122, presently pending in the Water Court. In the future, Fountain may also obtain additional augmentation supplies from other sources. Any additional augmentation supplies, including reusable return flows from other fully-consumable water delivered to Fountain via the Fountain Valley Conduit and/or the planned Southern Delivery Pipeline may be used to augment depletions from the Cumberland Green well following entry of an appropriate water court decree regarding such other augmentation supplies, or approval of a substitute water supply plan regarding such additional augmentation supplies. C. Statement of Plan for Augmentation. 1. Calculation of Well Depletions. Depletions from the Cumberland Green well will be calculated on a monthly basis. The well is to be used for irrigation of landscaping and open spaces within the Cumberland Green subdivision. Approximately 50 acres are anticipated to be irrigated in Sections 4 and 5, Township 16 South, Range 65 West, and in Sections 32 and 33, Township 15 South, Range 65 West, all in the 6th P.M., El Paso County, Colorado. These lands are within the area historically irrigated by the Cumberland Green Well. Irrigation depletions are calculated as a percentage of the amount pumped, as shown on Table 1 attached to the Application. The calculations in Table 1 assume lawn irrigation return flows to the alluvial aquifer equal 17% of the water applied. As shown on Table 1, well depletions will extend approximately one year and 10 months from the date of pumping. 2. Augmentation Supplies from FMIC Shares. Fountain’s Augmentation Plans provide for delivery of water from the FMIC shares, in the quantities set forth in the Augmentation Plans, and subject to the operational constraints of FMIC, to the Cruse Gulch augmentation station (located at the confluence of Cruse Gulch and Fountain Creek in Section 24, Township 15, South, Range 66 West of the 6th P.M. in El Paso County) for return to the Fountain Creek system to augment Fountain’s well depletions. As is the case in the Augmentation Plans, the replacement credits under this plan for FMIC shares will be computed as a percentage of actual FMIC releases through the Cruse Gulch augmentation station applied to the monthly replacement credit

39

schedule. Those replacement credits at the augmentation station will be assessed a transit loss from the augmentation station to the point of depletion based upon the Fountain Creek Transit Loss Model. Fountain’s pro rata share of water attributable to its FMIC shares may also be placed into storage in FMIC’s 10,000 acre feet of decreed storage in Big Johnson Reservoir (which is located in Sections 8, 17 and 18, Township 15 South, Range 65 West, 6th P.M.), together with any excess consumptive use credits from FMIC shares put through the augmentation station. Such storage and use shall be in accordance with FMIC rules and regulations, and water so stored may also be used for augmentation. The water so stored in Big Johnson Reservoir to be used as augmentation may be delivered down the ditch to the Cruse Gulch augmentation station. As an alternative to the delivery of water to the Cruse Gulch augmentation station, if FMIC constructs a new augmentation station on the Fountain Mutual Ditch down gradient from Big Johnson Reservoir, Fountain’s replacements may also be made by releasing water from Big Johnson Reservoir and returning it to Fountain Creek at the new augmentation station, in addition to the Cruse Gulch augmentation station. Such releases can be made to the extent that Fountain owns a pro rata portion of the water stored in Big Johnson Reservoir. 3. Augmentation Supplies from Non-Irrigation Project Water Return Flows. Non-irrigation return flows from Project Water will be returned to Fountain Creek together with all other non-irrigation return flows from Fountain’s uses hereunder via the wastewater treatment facilities of the Fountain Sanitation District and the Widefield Water & Sanitation District. The locations of return of treated effluent are on Fountain Creek at points located (a) in the NW1/4 of Section 17, T. 16 S., R. 65 W. of the 6th P.M. (Fountain Sanitation District plant) and (b) in the NE1/4 of Section 25, T. 15 S., R. 66 W. of the 6th P.M. (Widefield Water & Sanitation District plant.) Most of Fountain’s treated wastewater is presently treated in the wastewater treatment facilities of Fountain Sanitation District, but a small amount is treated by the Widefield Water & Sanitation District plant. Fountain, Fountain Sanitation District, and Widefield have entered into an agreement dated November 11, 2003 whereby Fountain’s effluent treated by the Widefield Water & Sanitation District plant will be quantified and reported to Fountain. Fountain also has agreements with Fountain Sanitation District and Widefield whereby Fountain retains and may implement rights to reuse, successively use, or dispose of to extinction, by exchange or otherwise, all of Fountain’s legally reusable water delivered to the wastewater plants. The Fountain Sanitation District no longer uses lagoons in its wastewater treatment process; therefore, well depletions and available reuse credit from Project Water return flows are calculated in the manner set forth in Augmentation Plan II for “future conditions,” which reflects cessation of use of lagoons in the wastewater treatment process. The “future conditions” depletions are estimated and based on an assumption that for each acre-foot of wastewater treated, not more than 0.007 acre of exposed water surface area shall be attributable to treatment of Fountain’s wastewater. 4. Augmentation Supplies from Project Water Reusable Irrigation Return Flows. A portion of the return flows from Fountain’s water deliveries, including Project Water return flows, will accrue to the Fountain Creek alluvium

40

as return flows from irrigation of lawns, parks and open spaces. Project Water return flows from such irrigation uses will be accounted for as provided in Augmentation Plan II. 5. Locations at which Effluent Discharges and Irrigation Return Flows Accrue to Fountain Creek. Return flows from wastewater effluent discharges and irrigation return flows will accrue to the Fountain Creek system within the reach of Fountain Creek bounded on the upstream terminus by a point located in the NE1/4 of Section 25, T. 15 S., R. 66 W. of the 6th P.M. and the NW corner of Section 10, T. 17 S., R. 65 W. of the 6th P.M. as the point of downstream terminus. 6. Replacement of Well Depletions. Fountain will replace all depletions from the wells identified in Augmentation Plans I, II and III, and the Venetucci Wells (as applied for in Case No. 2007CW68), and the Cumberland Green Well by providing replacement water to balance the well depletions on the basis of schedules which determine depletions as a percentage of diversions by wells (calculated as provided in the relevant decrees concerning said wells), replacement credit available from FMIC shares as a percentage of water delivered from the Fountain Mutual system to the Cruse Gulch augmentation station, and replacement credit from Project Water return flows as a percentage of Project Water use. Replacement water from the Project Water return flows and the FMIC shares will be provided to replace the above-described monthly well depletions. These replacements will prevent injury to others with vested water rights or decreed conditional water rights. IV. Change of Water Rights. Fountain requests a change of water right for the Cumberland Green Well, as necessary, to change the use of said well to all municipal purposes, including non-potable irrigation, and to change place of use to the entirety of Fountain’s existing boundaries and its future annexations and service areas. Fountain’s current boundaries and general future service areas are generally described and shown, on Exhibits A and B attached to the Application, although future boundaries are not limited to those shown on Exhibits A and B. As the Cumberland Green Well is a junior water right, depletions from all out-of-priority diversions will be fully augmented to Fountain Creek as previously set forth in this Application. V. Name and Address of Owner of Land Upon Which Structures are Located. The Cumberland Green Well is located upon land owned by Jimmy Camp LLC, c/o Kevin Donovan, 101 N. Cascade #300, Colorado Springs, CO 80903. The Fountain Mutual Ditch headgate, and Cruse Gulch Augmentation Station are located upon land or easements owned by FMIC, 487 Anaconda Drive, Colorado Springs, CO 80919. The Fryingpan-Arkansas Project facilities are owned by the United States Bureau of Reclamation, 11056 W. County Rd. 18E, Loveland, Colorado 80537-9711. VI. Terms and Conditions. Fountain proposes the following additional terms and conditions to prevent injury to other vested water rights by this plan for augmentation and change of water right: A. A totalizing flow meter will be maintained on the Cumberland Green Well to allow accurate monitoring and administration of this augmentation plan. B. Weekly accountings shall be made to the Division Engineer demonstrating compliance with this plan, including diversions from the Cumberland Green Well, total stream depletions, available augmentation water credit and also any intraditch exchange and release of

41

storage water under Fountain’s FMIC shares. C. Fountain shall measure and account for its entitlement under its FMIC shares through use of the Cruse Gulch augmentation station. D. Only that amount of water actually available and attributable to Fountain’s 491 shares of FMIC stock, and its Project Water, including reusable Project Water return flows, will be made available for purposes of this augmentation plan and Fountain’s other pending and decreed plans for augmentation using FMIC shares and Project Water. Other augmentation supplies may be used to augment depletions from the Cumberland Green Well upon approval of a substitute supply plan or decree of the water court authorizing use of such other augmentation supplies. E. The Division Engineer will assess appropriate transit losses to the point of depletion. F. Fountain will curtail well diversions from the Cumberland Green Well if the augmentation water available under this augmentation plan is not sufficient to fully augment the depletions from its municipal wells. WHEREFORE, Fountain requests this Application for Plan for Augmentation and Change of Water Right be granted as requested herein, and for other and further relief as the Court deems appropriate. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW124 – SIERRA de HIERRO RANCH, LLC, P. O. Box 65, Gardner, CO 81040; (719) 583-1089 Application for Water Right (Surface) HUERFANO COUNTY Name of structure: Madrid SDH. Legal description of each point of diversion: Huerfano County, NW ¼ of the NW ¼ Section 30, Township 27 South, Range 70 West, 6th P.M., 75 feet from the North line and 1200 feet from the West line. Option Additional Description: GPS location in UTM format; Zone 13; Units in meters; Datum NAD 83; unit set to true north: Were points averaged? Yes. Northing 4170312; Easting 476312. Source: Palo Duro Creek. Date of initiation of appropriation: 1959; How appropriation was initiated: Up to an additional 3 c.f.s. has been used via the Madrid Ditch. Date water applied to beneficial use: 1959. Amount claimed: Up to additional 3 cfs absolute. Use or proposed use: Irrigation. Number of acres historically irrigated: up to 35; Proposed to be irrigated: same. Legal description of acreage: SE ¼ NW ¼, NE ¼ NW ¼, Section 19, Township 27 South, Range 67 West, 6th P.M. 7. Name and address of owner or reputed owner of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. ------------------------------------------------------------------------------------------------------------

42

------------------------------------------------------------------------------------------------------------ CASE NO. 07CW125 – SCHLAGE LOCK COMPANY, 3899 Hancock Expressway, Security, CO 80911 (Gail Wurtzler, Davis Graham & Stubbs, LLP, Attorneys for Applicant, 1550 Seventeenth Street, Suite 500, Denver, CO 80202; (303) 892-9400) Application for Underground Water Rights and Approval of Plan for Augmentation EL PASO COUNTY Schlage Lock Company (“Schlage”) submits this application in connection with ground water remediation activities that it is conducting pursuant to Compliance Orders on Consent Nos. 90-06-01-01 and 90-06-01-01A with the Colorado Department of Public Health and Environment (the “CDPHE Compliance Orders”). In the course of the remediation activities, ground water is treated to remove tetrachloroethene or perchloroethylene (“PCE”). Names of wells and other structures and permit numbers: The names of the wells and other structures, together with permit numbers, subject to this Application are listed below in the table. Legal descriptions of wells and other structures: The legal descriptions of the locations of the wells and other structures subject to this Application are listed below in the table. Figure 1 attached to the Application shows the general locations of those structures. Figures 2 and 3 attached to the Application show the locations of the individual wells comprising the ART System, the Boundary Control System, and the Bradley Road System. Figure 4 shows the location of the aerators in Willow Springs Pond No. 1. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. Source: The source of ground water for all of the wells and other structures subject to this Application is ground water tributary to, or from, the Widefield Aquifer, tributary to Fountain Creek. Depth: The depth of each of the wells subject to this Application is listed below in the table. Dates of appropriation: The date of appropriation for each of the wells and other structures subject to this Application is listed below in the table. How appropriation was initiated: For each of the wells and other structures subject to this Application, the appropriation was initiated by installing the well or structure. Dates water applied to beneficial use. The date of application to beneficial use for each of the wells and other structures subject to this Application is listed below in the table. The date of beneficial use is the date that the well began to pump ground water to a remediation system for treatment to remove PCE or the other structure began operations to treat ground water to remove PCE. Amount claimed: The gallons per minute claimed for each well or other structure are listed below in the table. All amounts are absolute.

43

GPS Well Location* Public Land Survey Coordinates

WELL ID Permit Type Permit # Northing Easting

El Paso County

Section

Town-

ship Range

Meri-

dian

Feet from N

Section Line

Feet from E

Section Line Depth (ft)

Dates of Appropri-

ation and

Application to

Beneficial Use

Maximum

Pumping Rate

(2003-2007)

(gpm)

ART System ART-1

General -

Extraction 63073-F 4291781.78 522978.78

SW¼NW¼

Section 1 15S 66W 6 1955 827 34

7/29/2002

9/19/2002 <1

ART-2

General -

Extraction 63074-F 4291779.78 522990.89

SW¼NW¼

Section 1 15S 66W 6 1962 867 32

7/30/2002

9/19/2002 <1

ART-3

General -

Extraction 63077-F 4291786.61 523000.33

SW¼NW¼

Section 1 15S 66W 6 1939 898 32

7/30/2002

9/19/2002 <1

ART-4

General -

Extraction 63078-F 4291709.01 522943.7

SW¼NW¼

Section 1 15S 66W 6 2194 708 44

8/2/2002

9/19/2002 <1

ART-5 General - Extraction 63079-F 4291702.04 522955.75

SW¼NW¼ Section 1 15S 66W 6 2216 747 44

7/31/2002 9/19/2002 <1

ART-6

General -

Extraction 63080-F 4291694.92 522965.87

SW¼NW¼

Section 1 15S 66W 6 2240 780 44

7/31/2002

9/19/2002 <1

ART-7 General - Extraction 63081-F 4291688.23 522979.26

SW¼NW¼ Section 1 15S 66W 6 2262 823 44

8/1/2002 9/19/2002 <1

ART-8

General -

Extraction 63082-F 4291688.38 522931.36

SW¼NW¼

Section 1 15S 66W 6 2263 666 51

11/26/2002

11/14/2002 <1

ART-9

General -

Extraction 63083-F 4291684.49 522916.57

SW¼NW¼

Section 1 15S 66W 6 2274 617 51

11/27/2002

11/14/2002 <1

ART-10

General -

Extraction 63084-F 4291680.60 522901.87

SW¼NW¼

Section 1 15S 66W 6 2287 569 51

11/30/2002

11/14/2002 <1

ART-11

General -

Extraction 63085-F 4291681.30 522880.96

SW¼NW¼

Section 1 15S 66W 6 2023 470 60

11/22/2002

11/14/2002 <1

ART-12 General - Extraction 63086-F 4291681.36 522861.63

SW¼NW¼ Section 1 15S 66W 6 2286 437 60

11/25/2002 11/14/2002 <1

ART-13

General -

Extraction 63087-F 4291681.45 522837.93

SW¼NW¼

Section 1 15S 66W 6 2285 359 60

11/26/2002

11/14/2002 <1

HIW-01 General – Extraction 63088-F 4291999.56 522916.92

SW¼NW¼ Section 1 15S 66W 6 1655 745 34

12/21/1999 8/29/2002 <1

HIW-02

General -

Extraction 63089-F 429187.22 522917.13

SW¼NW¼

Section 1 15S 66W 6 1696 742 34

12/21/1999

8/29/2002 <1

Boundary Control

System ESCRW-01

General -

Recovery 63131-F 4291700.05 522760.40

SW¼NW¼

Section 1 15S 66W 6 2224 105 61

4/24/2001

1/18/2002 1

ESCRW-02

General -

Recovery 63132-F 4291672.28 522783.91

SW¼NW¼

Section 1 15S 66W 6 2316 178 51.5

4/23/2001

1/18/2002 <1

ESCRW-03

General -

Recovery 63133-F 4291688.38 522755.60

SW¼NW¼

Section 1 15S 66W 6 2263 87 55.9

8/15/2001

1/18/2002 <1

44

GPS Well Location* Public Land Survey Coordinates

WELL ID Permit Type Permit # Northing Easting

El Paso County

Section

Town-

ship Range

Meri-

dian

Feet from N

Section Line

Feet from E

Section Line Depth (ft)

Dates of Appropri-

ation and

Application to

Beneficial Use

Maximum

Pumping Rate

(2003-2007)

(gpm)

ESCRW-04

General -

Recovery 63134-F 4291717.02 522755.31

SW¼NW¼

Section 1 15S 66W 6 2168 89 51.4

8/16/2001

1/18/2002 <1

ESCRW-05 General - Recovery 63135-F 4291747.25 522755.54

SW¼NW¼ Section 1 15S 66W 6 2070 91 49.9

8/17/2001 1/18/2002 <1

ESCRW-06

General -

Recovery 63137-F 4291777.28 522756.14

SW¼NW¼

Section 1 15S 66W 6 1971 96 51.3

8/18/2001

1/18/2002 <1

ESCRW-07

General -

Recovery 63138-F 4291702.55 522755.25

SW¼NW¼

Section 1 15S 66W 6 2217 88 56.6

8/19/2001

1/18/2002 <1

ESCRW-08 General - Recovery 63139-F 4291732.33 522755.63

SW¼NW¼ Section 1 15S 66W 6 2119 90 48

8/19/2001 1/18/2002 <1

ESCRW-09

General -

Recovery 63141-F 4291761.87 522755.92

SW¼NW¼

Section 1 15S 66W 6 2024 92 44.8

8/20/2001

1/18/2002 <1

ESCRW-10 General - Recovery 63142-F 4291792.01 522756.05

SW¼NW¼ Section 1 15S 66W 6 1922 97 51.5

8/21/2001 1/18/2002 1

ESCRW-11

General -

Recovery 63143-F 4291803.04 522756.09

SW¼NW¼

Section 1 15S 66W 6 1886 98 56.3

8/21/2001

1/18/2002 <1

ESCRW-12 General - Recovery 63144-F 4291818.10 522753.93

SW¼NW¼ Section 1 15S 66W 6 1837 89 48.6

8/22/2001 1/18/2002 <1

ESCRW-13

General -

Recovery 63145-F 4291833.12 522753.74

SW¼NW¼

Section 1 15S 66W 6 1788 90 48.5

8/23/2001

1/18/2002 <1

ESCRW-14

General -

Recovery 63146-F 4291673.16 522756.40

SW¼NW¼

Section 1 15S 66W 6 2312 90 61

8/30/2001

1/18/2002 3

ESCRW-15

General -

Recovery 63147-F 4291671.39 522775.23

SW¼NW¼

Section 1 15S 66W 6 2319 152 54.2

8/28/2001

1/18/2002 <1

ESCRW-16

General -

Recovery 63148-F 4291649.79 522917.92

SW¼NW¼

Section 1 15S 66W 6 2390 617 37.9

8/29/2001

1/18/2002 <1

ESCRW-17 General - Recovery 63149-F 4291647.98 522933.30

SW¼NW¼ Section 1 15S 66W 6 2396 669 39.4

8/29/2001 1/18/2002 1

ESCRW-18

General -

Recovery 63150-F 4291678.67 522889.74

SW¼NW¼

Section 1 15S 66W 6 2295 526 46.5

8/31/2001

1/18/2002 <1

ESCRW-19 General - Recovery 63151-F 4291678.04 522827.05

SW¼NW¼ Section 1 15S 66W 6 2296 323 54.5

9/1/2001 1/18/2002 <1

ESCRW-20

General -

Recovery 63155-F 4291809.84 522752.08

SW¼NW¼

Section 1 15S 66W 6 1866 85 60.2

8/30/2002

11/15/2002 4

ESCRW-21

General -

Recovery 63156-F 4291797.65 522753.90

SW¼NW¼

Section 1 15S 66W 6 1906 88 60.1

8/29/2002

11/15/2002 1

ESCRW-22

General -

Recovery 63157-F 4291767.72 522753.31

SW¼NW¼

Section 1 15S 66W 6 2004 86 60

8/29/2002

11/15/2002 <1

45

GPS Well Location* Public Land Survey Coordinates

WELL ID Permit Type Permit # Northing Easting

El Paso County

Section

Town-

ship Range

Meri-

dian

Feet from N

Section Line

Feet from E

Section Line Depth (ft)

Dates of Appropri-

ation and

Application to

Beneficial Use

Maximum

Pumping Rate

(2003-2007)

(gpm)

ESCRW-23

General -

Recovery 63158-F 4291755.56 522753.65

SW¼NW¼

Section 1 15S 66W 6 2043 85 59.7

8/28/2002

11/15/2002 1

ESCRW-24 General - Recovery 63159-F 4291826.18 522752.25

SW¼NW¼ Section 1 15S 66W 6 1811 86 60.4

10/1/2002 11/15/2002 <1

ESCRW-25

General -

Recovery 63160-F 4291783.45 522753.34

SW¼NW¼

Section 1 15S 66W 6 1952 87 60.6

10/2/2002

11/15/2002 <1

ESCRW-26

General -

Recovery 63161-F 4291739.22 522759.92

SW¼NW¼

Section 1 15S 66W 6 2096 104 60.3

10/1/2002

11/15/2002 1

ESCRW-27 General - Recovery 63162-F 4291722.99 522759.80

SW¼NW¼ Section 1 15S 66W 6 2152 103 60.7

10/1/2002 11/15/2002 <1

ESCRW-28

General -

Recovery 63163-F 4291710.18 522760.01

SW¼NW¼

Section 1 15S 66W 6 2191 105 60.5

9/30/2002

11/15/2002 1

ESCRW-29 General - Recovery 63164-F 4291688.21 522759.06

SW¼NW¼ Section 1 15S 66W 6 2263 101 60.4

9/27/2002 11/15/2002 1

ESCRW-30

General -

Recovery 63165-F 4291689.36 522772.18

SW¼NW¼

Section 1 15S 66W 6 2260 143 60.4

9/26/2002

11/15/2002 3

ESCRW-31 General - Recovery 63166-F 4291678.46 522799.79

SW¼NW¼ Section 1 15S 66W 6 2296 231 60.5

10/3/2002 11/15/2002 <1

ESCRW-32

General -

Recovery 63167-F 4291680.89 522869.37

SW¼NW¼

Section 1 15S 66W 6 2289 461 60.4

10/4/2002

11/15/2002 8

ESCRW-33

General -

Recovery 63168-F 4291686.53 522761.74

SW¼NW¼

Section 1 15S 66W 6 2270 107 60.3

9/27/2002

11/15/2002 3

ESCRW-34

General -

Recovery 63127-F 4291917.11 522755.6

SW¼NW¼

Section 1 15S 66W 6 1512 101 50

12/11/2002

4/2003 3

ESCRW-35

General -

Recovery 63128-F 4291941.75 522755.34

SW¼NW¼

Section 1 15S 66W 6 1433 103 49.9

12/12/2002

4/2003 1

ESCRW-36 General - Recovery 63129-F 4291973.16 522754.83

SW¼NW¼ Section 1 15S 66W 6 1328 102 51

12/20/2002 4/2003 3

ESCRW-37

General -

Recovery 63130-F 4291991.02 522754.96

SW¼NW¼

Section 1 15S 66W 6 1269 103 47.4

12/17/2002

4/2003 3

RW-A General-Recovery 37057-F 4291879.14 522714.10

SW¼NW¼ Section 1 15S 66W 6 2300 5220 61.9

8/9/1990 10/-/1990 3

RW-B

General-

Recovery 37060-F 4292076.65 522705.42

SW¼NW¼

Section 2 15S 66W 6 1700 5230 51.9

8/3/1990

10/-/1990 1

RW-C

General-

Recovery 37059-F 4291884.04 522805.47

SW¼NW¼

Section 1 15S 66W 6 2300 4900 56.9

8/3/1990

10/-/1990 <1

Bradley

Road System EW-2A

General -

Extraction 63091-F 4291542.29 521687.47

NE¼SW¼

Section 2 15S 66W 6 2000 1720 77

10/12/1996

4/28/1999 2

46

GPS Well Location* Public Land Survey Coordinates

WELL ID Permit Type Permit # Northing Easting

El Paso County

Section

Town-

ship Range

Meri-

dian

Feet from N

Section Line

Feet from E

Section Line Depth (ft)

Dates of Appropri-

ation and

Application to

Beneficial Use

Maximum

Pumping Rate

(2003-2007)

(gpm)

EW-2B

General -

Extraction 63355-F 4291535.42 521682.41

NE¼SW¼

Section 2 15S 66W 6 2104 1975 102

10/12/1996

4/28/1999 79

EW-3A General - Extraction 49163-F 4291325.79 521648.55

NE¼SW¼ Section 2 15S 66W 6 2000 1600 77

10/20/1997 4/28/1999 <1

EW-4A

General -

Extraction 49164-F 4291329.74 521666.96

NE¼SW¼

Section 2 15S 66W 6 2000 1660 77

10/17/1997

4/28/1999 <1

EW-5A

General -

Extraction 49165-F 4291332.29 521702.76

NE¼SW¼

Section 2 15S 66W 6 2000 1780 73

10/3/1997

4/28/1999 <1

EW-6A General - Extraction 49166-F 4291338.13 521718.28

NE¼SW¼ Section 2 15S 66W 6 2000 1840 74

10/16/1997 4/28/1999 <1

EW-6B

General -

Extraction 49179-F 4291332.96 521723.63

NE¼SW¼

Section 2 15S 66W 6 2000 1945 108.5

10/7/1997

4/28/1999 84

EW-7A General - Extraction 49167-F 4291335.68 521735.64

NE¼SW¼ Section 2 15S 66W 6 2000 1900 70.5

10/7/1997 4/28/1999 1

EW-8A

General -

Extraction 49168-F 4291335.08 521748.01

NE¼SW¼

Section 2 15S 66W 6 2000 1960 74

10/16/1997

4/28/1999 1

EW-8B General - Extraction 49178-F 4291332.20 521747.80

NE¼SW¼ Section 2 15S 66W 6 2000 2070 106

10/14/1997 4/28/1999 79

EW-9A

General -

Extraction 49169-F 4291334.76 521774.31

NE¼SW¼

Section 2 15S 66W 6 2000 2020 75

10/14/1997

4/28/1999 2

EW-10A

General -

Extraction 49170-F 4291334.05 521785.39

NE¼SW¼

Section 2 15S 66W 6 2000 2080 77

10/15/1997

4/28/1999 2

EW-10B

General -

Extraction 49177-F 4291330.94 521785.33

NE¼SW¼

Section 2 15S 66W 6 2000 2195 107

10/13/1997

4/28/1999 76

EW-11A

General -

Extraction 63092-F 4291329.11 521805.10

NE¼SW¼

Section 2 15S 66W 6 2100 2400 76

10/9/1997

4/28/1999 2

EW-12A General - Extraction 63093-F 4291325.80 521835.56

NE¼SW¼ Section 2 15S 66W 6 2100 2500 73.5

10/21/1997 4/28/1999 4

EW-13A

General -

Recovery 63179-F 4291326.22 521826.21

NE¼SW¼

Section 2 15S 66W 6 2127 2471 73

12/3/2002

3/13/2003 2

EW-14A General - Recovery 63178-F 4291324.17 521858.26

NE¼SW¼ Section 2 15S 66W 6 2119 2576 74

12/4/2002 3/13/2003 6

EW-15A

General -

Recovery 63177-F 4291324.24 521871.07

NE¼SW¼

Section 2 15S 66W 6 2118 2619 72

12/4/2002

3/13/2003 5

47

GPS Well Location* Public Land Survey Coordinates

WELL ID Permit Type Permit # Northing Easting

El Paso County

Section

Town-

ship Range

Meri-

dian

Feet from N

Section Line

Feet from E

Section Line Depth (ft)

Dates of Appropri-

ation and

Application to

Beneficial Use

Maximum

Pumping Rate

(2003-2007)

(gpm)

Willow

Springs

Pond No. 1 Aerator #1 N/A N/A 1325796.26 3220053.83

SE¼SW¼

Section 24 15S 66W 6 N/A 2/1999 N/A

Aerator #2 N/A N/A 1325265.50 3220521.93

SW¼SE¼

Section 24 15S 66W 6 N/A 7/29/2003 N/A

* GPS Well Locations given in

UTM with datum NAD83

48

The affidavit of Andrew Harley, attached to the Application as Exhibit A, supports, among other things, the appropriation dates and flow rate measurements identified above. Copies of the well permits, well construction and test reports, and pump installation and test reports for each well are included in Exhibit B . None of the wells or other structures is non-tributary. Proposed use: The proposed use is industrial for treatment of ground water to remove PCE. Names and locations of structures to be augmented: All structures to be augmented are listed in the table above. They are each components of ground water remediation activities that Schlage conducts pursuant to the CDPHE Compliance Orders. Since the dates each of these wells or structures began operation, they have been augmented by substitute water supply plans or Rule 14 plans. The wells are part of one of three well systems: (a) an in-well sparging and stripping system developed by Applied Remediation Technologies, LLC (the “ART System”) located on the Schlage plant property; (b) an onsite ground water remediation system known as the Boundary Control System located on the west and south sides of the Schlage plant property; and (c) an offsite ground water remediation system known as the Bradley Road System located approximately 0.5 mile down gradient and to the south and west of the Schlage plant property. In addition, there are two surface water aerators located in Willow Springs Pond No. 1, a pond fed by ground water from the Widefield Aquifer. The aerators are operated to remove PCE from the water. The ART System uses recirculating wells to pump ground water up the well column for treatment by sparging and stripping. The water is conveyed to the top of the well casing, discharged in the well casing where treatment occurs, and is returned to the groundwater surface inside the well casing. The process results in some evaporative loss. The cumulative maximum annual volume lost through evaporation for this system is 11,500 gallons. The wells in the Boundary Control System extract ground water. The ground water is carried by pipeline approximately 0.5 mile down gradient to the treatment building at Bradley Road. There, it is combined with ground water extracted by the Bradley Road System wells. Ground water from both sets of wells is treated by air strippers to remove PCE. Immediately following treatment, the treated water is reinjected about 1000 feet southwest of the Bradley Road System treatment building and immediately down gradient of the Bradley Road extraction wells. Over the period from 2003 through 2007, the annual consumptive use for the Boundary Control System wells and the Bradley Road System wells has averaged 0.276 acre-feet, with a maximum of 0.319 acre-feet in 2004, and monthly maximums of up to 0.035 acre-feet. The aerators in Willow Springs Ponds No. 1 increase evaporative loss from the pond surface when they are operated. Two aerators are now operated at varying frequencies throughout the year. Over the period from 2003 through 2007, the aerators’ consumptive use has averaged 0.159 acre-feet, with an annual maximum of 0.214 acre-feet in 2004, and a monthly maximum of up to 0.018 acre-feet. Are there other water rights diverted from these structures? No. Previous decrees for water rights to be used for augmentation: Schlage and Security Water District (“Security”) have reached an agreement in principle under which Schlage will purchase augmentation water from Security. Schlage and Security are in the process of concluding documentation of and obtaining signatures on their agreement (hereafter, the “New Security Lease”). Any decree to be entered in this case will be subject to the terms of the New Security Lease. This lease replaces prior leases with Security included in Schlage’s substitute supply

49

plans and Rule 14 plans. The New Security Lease provides Schlage with augmentation of up to 0.6 annual acre-feet of net ground water diversions from the Widefield Aquifer, after reinjection of treated diversions, and up to 0.6 annual acre feet of depletions to Fountain Creek, from augmentation sources decreed to Security in Case Nos. W-112, W-4212, and 90CW28 (“Security Augmentation Plans”) and as allocated to Security Well S-12 within Reach 2 of the Widefield Aquifer. The sources of augmentation water are adjudicated consumptive use water under Security’s shares of the Fountain Mutual Irrigation Company and the sewered return flows of Security’s allocated Southeastern District Project Water as delivered to Security by the Fountain Valley Conduit and initially used in Security’s municipal water supply system, all as more fully described below. The term of the New Security Lease is as long as Schlage continues the Remediation Program for the removal of PCE from the Widefield Aquifer and needs to replace depletions to the Widefield Aquifer and Fountain Creek. Schlage is an existing customer of Security Water District and Schlage’s augmented structures are within the Security Water District boundaries and within the service area of the Security Augmentation Plans. Schlage’s augmented structures for the uses set forth herein are to be considered as augmented structures under the Security Augmentation Plans with depletions replaced under those plans. A. Fountain Mutual Irrigation Company (“FMIC”) shares. Security owns thirty (30) shares that are committed to Security’s Plan for Augmentation in Case No. 90CW28. Security also owns 239 shares that are included in Security’s pending Plan for Augmentation in Case No. 01CW149 and another 139 shares that are included in Security’s pending Plan for Augmentation in Case No. 07CW51. (1) Original FMIC Decrees:

DIRECT FLOW

Fountain Creek Priority No. Priority Date Decree Date

Total Decree (cfs)

4 9/21/1861 3/6/1882 9.84 (5.38)1

7 4/1/1862 3/6/1882 1.125

11 2/1/1863 3/6/1882 16.69

17 12/31/1863 3/6/1882 4.25 (2.125)2

21 12/31/1864 3/6/1882 4.65

28 12/31/1866 3/6/1882 8.48

29 12/31/1867 3/6/1882 9.68

41 9/21/1874 3/6/1882 17.05

168 1/31/1903 6/2/1919 343.2 STORAGE

Fountain Creek Priority No. Priority Date Decree Date

Total Decree (AF)

Fountain 3/18/1903 6/2/1919 10,000 ____________________

1 FMIC’s interest in Priority No. 4 is 5.38 cfs. The amount of 1.73 cfs was changed on application of Security Water District in Case No. 90CW28. In addition to the 5.38 cfs, FMIC claims the

50

right to divert any of the remaining 2.73 cfs decreed to this priority which is not used by the other owners thereof.

2 Priority No. 17 is referred to as the Janitell’s right and

FMIC has used one-half of the water, or 2.125 cfs, in return for the carriage of the other 2.125 cfs to its owner through the FMIC ditch. By Decree Authorizing Change in Point of Diversion in Civil Action No. 38180, entered July 29, 1959, the point of diversion for this 4.25 cfs of Priority No. 17 of the Laughlin Ditch was changed to the Headgate of the Fountain Mutual Ditch.

(2) Type of water right: surface. (3) Legal description of point of FMIC diversion:

Required Description: El Paso County

SW1/4 Section 20

Township 14 S

Range 66W

Principal Meridian 6th

(4) Source: Fountain Creek tributary to the Arkansas River. (5) Appropriation Dates: See table above under “Original FMIC Decrees.” (6) Decreed use: The FMIC rights were originally decreed for irrigation purposes. These water rights have been the subject of numerous change actions and plans of augmentation as set forth below. (7) Historic use: FMIC water rights have been decreed for use in numerous changes of water rights and plans of augmentation. In those previous cases, the District Court for Water Division 2 has determined that each share of FMIC has historically yielded on average the equivalent of 0.7 acre foot of net replacement or consumptive use water each year, which number represents a portion of the farm headgate delivery. In the decrees in Case Nos. 90CW28, 95CW3, 90CW7, 99CW146, 00CW152, 02CW63, 02CW112, 04CW55, and 05CW33, District Court for Water Division 2. The replacement or augmentation credit allowed to FMIC water rights, as also determined in prior cases, is a percentage of the FMIC actual delivery to its shareholders computed on the basis of the following table.

51

FMIC REPLACEMENT CREDIT

Month

Replacement Credit as a Percentage

of Farm Headgate Deliver

January 47

February 58

March 70

April 70

May 70

June 70

July 72

August 72

September 74

October 66

November 40

December 49 The historic consumptive use of FMIC shares determined in Case No. 95CW3 was affirmed by the Colorado Supreme Court in Williams v. Midway Ranches Property Owners Association, Inc., 938 P.2d 515 (Colo. 1997). This same historic consumptive use was most recently affirmed by the District Court for Water Division 2 in Case Nos. 02CW63, 02CW112, 04CW55 and 05CW33. There have been no material changes in circumstances since these decrees that would justify modification of these historical consumptive use determinations. Because Schlage relies upon these prior determinations, diversion records and a map are not submitted with this application. The FMIC consumptive use available under the Security Augmentation Plans is to be allocated, in part, to meet depletions under this plan. B. Southeastern District Project Water Return Flows. Security is a member of the Fountain Valley Authority (“FVA”) which entity purchases and transports to Security and other FVA members, through the Fountain Valley Conduit, the participants’ allocation of water from the Fryingpan-Arkansas project that is managed and operated by the Southeastern Colorado Water Conservancy District (“Project Water”). Security’s allocation of Project Water under the FVA is 1,646 annual acre feet, and Security has the right to, and does, purchase the sewered return flows of that Project Water after use through Security’s municipal system. Security claims the right to use, reuse, and successively use to extinction its Project Water sewered return flows for augmentation. Project Water sewered return flows are part of the augmentation supply approved in Case No. 90CW28. (1) Original Decrees: (i) West Slope Decrees: The principal water rights for the Fryingpan-Arkansas project diversions of surface water from the headwaters of Hunter Creek and the Fryingpan River and their tributaries in Pitkin County were adjudicated by the decrees in Civil Action No. 4613 (District Court, Garfield County) dated June 20, 1958, and August 3, 1959; and were modified by the Decree in Case No. W-829-76 (District Court, Water Division 5) dated November 27, 1979; and were supplemented by the Decree in Case No. 83CW352 (District Court, Water Division No. 5) dated May 31,

52

1985. (ii) East Slope Decrees: The principal water rights for the Fryingpan-Arkansas Project diversions of surface water and storage from the Arkansas River and its tributaries in Lake, Chaffee, Fremont and Pueblo Counties were adjudicated by the decrees in Civil Action No. 5141 (District Court, Chaffee County) dated July 9, 1969; and Civil Action No. B-42135 (District Court, Pueblo County) dated June 25, 1962; and were modified and supplemented by the Decree in Case No. 80CW6 (District Court, Water Division 2), dated October 23, 1980. (2) Types of water rights: transmountain and native project water, surface water, storage. (3) Sources: (i) West Slope Decrees: Headwaters of Hunter Creek and the Fryingpan River and their tributaries in Pitkin County. (ii) East Slope Decrees: Arkansas River and its tributaries in Lake, Chaffee, Fremont and Pueblo Counties. (4) Appropriation Dates: (i) West Slope Decrees: July 29, 1957. (ii) East Slope Decrees: February 10, 1939. (5) Decreed uses: (i) West Slope Decrees: Transmountain water decreed for all uses including augmentation, storage, reuse and exchange. (ii) East Slope Decrees: All uses including augmentation, storage, reuse and exchange. (6) Historic use: (i) West Slope Decrees: Water diverted under these decrees travels under the Continental Divide through Boustead Tunnel, which empties into Turquoise Reservoir. This water may be stored in Turquoise Reservoir, Twin Lakes Reservoir and elsewhere, and applied to beneficial use within Southeastern’s District boundaries. Because the water is imported from another river basin, it is fully consumable in Water Division 2. (ii) East Slope Decrees: Water diverted under these decrees may be stored in Turquoise Reservoir, Twin Lakes Reservoir, Pueblo Reservoir and elsewhere, and may be reused and exchanged for beneficial use within Southeastern’s District boundaries. Under these decrees, Turquoise Reservoir and Twin Lakes Reservoir may store native water or imported water, directly or by exchange with each other or with Pueblo Reservoir. The Project Water sewered return flows available under the Security Augmentation Plans are to be allocated, in part, to meet depletions under this plan. Because the water to be used for augmentation under this application is Project Water sewered return flows, diversion records and a map are not submitted with this application. (7) The Southeastern District allocates Project Water annually based on its principles, policies, rules and regulations. Any and all use of Project Water and return flows therefrom will be pursuant to and subject to the referenced decrees for the Fryingpan-Arkansas Project, and to all lawful rules, regulations, policies, and contract obligations of the Southeastern District. Any decree entered in this case will not give Security any rights to use Fryingpan-Arkansas Project structures, or any rights of ownership or rights to purchase or receive allocations of Project Water or return flows therefrom, but will not alter the existing rights, including allocation rights, held by Security. Security will use Project Water received through the FVA Conduit and return flows therefrom only if, when, and to the extent it has purchased Project Water after it is allocated to them by the Southeastern District. Statement of plan for augmentation. As long as Schlage is required under the CDPHE Orders to continue to remediate ground water for PCE, it will operate the aerators and the three well-based ground water remediation systems described above or replacements approved by the CDPHE. To provide the necessary augmentation water to the Widefield Aquifer and Fountain Creek and prevent injury to entities utilizing water from the Widefield Aquifer and Fountain Creek, Schlage is entering into the New Security Lease with Security. Under that agreement, Security will

53

provide augmentation water to replace 0.6 annual acre-feet of net ground water diversions from the Widefield Aquifer, after reinjection of treated diversions, and 0.6 annual acre-feet of depletions to Fountain Creek for as long as Schlage needs to perform ground water remediation and replace depletions to the Widefield Aquifer and Fountain Creek. The New Security Lease includes a lease of 0.6 annual acre-feet of Widefield Aquifer allotment from Security to replace depletions to the Widefield Aquifer. To provide such augmentation to the Widefield Aquifer, Security will forego 0.6 annual acre-feet of its entitlement within Reach 2 of the Widefield Aquifer. With the exception of the period from 1994 through March 1999 when Schlage operated different extraction well systems than it does now and discharged treated water to the Security Sanitation District instead of reinjecting it into the aquifer, annual depletions from ground water remediation activities have not exceeded 0.6 acre-feet. The table below shows the total monthly consumptive use combined for all of the wells and aerators during the most recent five-year period, from 2003 through 2007. That period best reflects the operation of all of the wells and other structures subject to this Application. For that period, annual consumptive use averaged less than 0.435 acre-feet, with an annual maximum of 0.533 acre-feet in 2004. Monthly and seasonal variations are small, with a maximum consumptive use of only 0.053 acre-feet occurring in September 2003.

Total Combined Monthly Consumptive Use

For all Remediation Wells and Aerators

(all values in acre-feet)

Year 2003 2004 2005 2006 2007

Jan 0.044 0.050 0.041 0.042 0.040

Feb 0.034 0.045 0.041 0.036 0.037

Mar 0.036 0.045 0.042 0.038 0.036

Apr 0.036 0.042 0.029 0.038 0.038

May 0.024 0.038 0.028 0.028 0.036

Jun 0.029 0.042 0.030 0.023 0.020

Jul 0.040 0.045 0.033 0.020 0.011

Aug 0.041 0.046 0.027 0.023 0.021

Sep 0.053 0.051 0.035 0.034 0.027

Oct 0.040 0.041 0.026 0.034 0.036

Nov 0.035 0.044 0.035 0.041 0.036

Dec 0.041 0.045 0.039 0.041 0.041

Total 0.452 0.533 0.406 0.398 0.378

Note: December, 2007 value is projected from previous year.

54

The table below shows calculated monthly depletions to Fountain Creek combined for all of the wells and aerators.

Total Monthly Depletions to Fountain Creek

For all Remediation Wells and Aerators

(all values in acre-feet)

Year 2003 2004 2005 2006 2007

Jan -0.032 -0.042 -0.045 -0.042 -0.040

Feb -0.030 -0.041 -0.040 -0.038 -0.037

Mar -0.034 -0.044 -0.044 -0.041 -0.040

Apr -0.033 -0.043 -0.035 -0.037 -0.039

May -0.034 -0.044 -0.036 -0.035 -0.038

Jun -0.031 -0.042 -0.033 -0.026 -0.027

Jul -0.033 -0.043 -0.031 -0.022 -0.021

Aug -0.042 -0.043 -0.028 -0.022 -0.024

Sep -0.041 -0.043 -0.028 -0.025 -0.024

Oct -0.044 -0.045 -0.031 -0.038 -0.031

Nov -0.042 -0.043 -0.033 -0.039 -0.032

Dec -0.042 -0.045 -0.040 -0.040 -0.037

Total -0.438 -0.518 -0.424 -0.405 -0.390

Note: December, 2007 value is projected from previous year. Because depletions closely track consumptive use, Schlage uses monthly average consumptive use over the period from 2003 through 2007 to project depletions from, and augmentation requirements for, future operations. Projected annual depletions are 0.518 acre-feet. Because of the relatively steady nature of the ground water treatment operations and the resulting limited variation in depletion amounts, Schlage proposes to distribute the 0.6 annual acre-feet of augmentation credits it obtains from Security at an even rate of 0.05 acre-feet per month to meet depletions.

55

Proposed Monthly

Augmentation Releases

(acre-feet)

Jan 0.05

Feb 0.05

Mar 0.05

Apr 0.05

May 0.05

Jun 0.05

Jul 0.05

Aug 0.05

Sep 0.05

Oct 0.05

Nov 0.05

Dec 0.05

Total 0.6 Augmentation credits will be delivered and accounted for at (1) the Security wastewater treatment plant outfall on Fountain Creek, for Project Water sewered return flows used as augmentation, and (2) the FMIC Spring Creek augmentation station or equivalent for FMIC augmentation water delivered to Fountain Creek. Accounting for the plan for augmentation will be completed in connection with Security’s augmentation accounting. Schlage will continue to calculate consumptive use monthly and annually based on a combination of direct measurements and calculated evaporation losses, depending upon the design and configuration of the well systems and the aerators, to confirm that actual losses do not exceed the assumed even rate of depletion. Schlage will provide the consumptive use calculations to Security’s water rights engineers on a frequency as required by Security to comply with Security’s Plans for Augmentation. Security will include Schlage’s depletions as line items in its augmentation accounting forms in order to record replacements for Schlage’s depletions under this plan for augmentation together with Security’s depletions pursuant to Security’s Plans for Augmentation. When Schlage receives approval from the CDPHE to cease operation of all of the ground water remediation systems, then Schlage will file a motion seeking an order terminating this plan for augmentation. Names and addresses of owners of the land upon which any diversion structure is constructed:

Name of Owner Address

Schlage Lock Company 3899 Hancock Expressway, Security, Colorado 80911 (Boundary Control System; ART System)

Transit Mix Concrete

Company

444 E. Costilla St., Colorado Springs, Colorado 80903 (Bradley Road System)

El Paso County Parks c/o County Attorney, 27 East Vermijo, Third Floor, Colorado Springs, CO 80903

(aerators in Willow Springs Pond No. 1 )

------------------------------------------------------------------------------------------------------------

56

--------------------------------------------------------------------------------------------------------------------- CASE NO. 07CW126 – PUEBLO, a Municipal corporation, through their attorneys: Holland & Hart LLP, Christopher L. Thorne, Atty. Reg. #20003 and Anne J. Castle, Atty. Reg. #11202, 555 Seventeenth Street, Suite 3200, P.O. Box 8479, Denver, CO, 80202-8749, Telephone: (303) 295-8000 Application For Surface Water Rights And Approval Of Plan For Augmentation. PUEBLO COUNTY 2. Overview of Application. Applicant owns and operates Pueblo Mountain Park (the “Park”), which is located in Pueblo County, south of Beulah, Colorado. Through this application, Applicant claims a surface water right for an existing structure that diverts water from South Creek, tributary to the North St. Charles River, to supply various uses in conjunction with the Park. Attached to the Application as Exhibit 1 is a map showing the location of the Park and the diversion structure. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. Applicant also seeks approval of a plan for augmentation, including exchange, providing for the replacement of out-of-priority depletions caused by operation of its surface diversion. The source of augmentation supply is water discharged directly into Spring Branch, tributary to the St. Charles River, from two nontributary wells operated by Mountain View Water & Ditch, Inc. 3. Name of Structure: Pueblo Mountain Park Diversion No. 1. 4. Legal Description: Located in NW 1/4 of the NE 1/4 of Section 21, Township 23 South, Range 68 West of 6th P.M. at an approximate distance of 185 feet from the North section line and 1,970 feet from the East section line, in Pueblo County. 5. Source: South Creek, tributary to the North St. Charles River. 6.A. Date of initiation of appropriation: July 26, 1926. B. How appropriation was initiated: By field inspection, selection of point of diversion and formation of intent to appropriate water as evidenced by passage of City Council resolution, together with diversion and application of water to beneficial use. C. Date water was applied to beneficial use: December 31, 1935. D. Amount Claimed: 45 gallons per minute (“gpm”), absolute. 7. Uses: Municipal, domestic, fire protection, and landscape irrigation, all in conjunction with operation of and activities at the Park. 8. Owners of Land Upon Which Structures Will be Located Applicant. 9. Name of structure to be augmented: Pueblo Mountain Park Diversion No. 1. No other water rights are diverted from this structure. 10. Previous decrees for water rights to be used for augmentation: The water rights to be used for augmentation are those decreed to the Hollyrood Wells No. 3A (Well Permit No. 14193-F) and No. 4A (Well Permit No. 14194-F) (the “Hollyrood Wells”). The Hollyrood Wells were originally decreed as nontributary in Case No. W-61 (Water Div. 2), and approved for augmentation use in Case No. 00CW54 (Water Div. 2). Each of the Hollyrood Wells has an appropriation date of August 19, 1969, and is decreed for 0.445 c.f.s., not to exceed a total of 292 acre feet in any one calendar year. The decrees provide that the source of water for the Hollyrood Wells is the Dakota aquifer. The legal description of the decreed points of diversion are as follows: Hollyrood Well No. 3A – NW¼SE¼, Section 27. Township 23 South, Range 67 West, of the 6th P.M. in Pueblo County, Colorado, Hollyrood Well No. 4A – NW¼SE¼, Section 28, Township 23 South, Range 67 West, of the 6th P.M. in Pueblo County, Colorado, at a point approximately 2675 feet from the North line and approximately 2274 feet from the East line of said Section 28. 11. Statement of plan for augmentation, including

57

exchange: A. Detailed description: Applicant intends to continue to utilize water diverted via the Pueblo Mountain Park Diversion No. 1 to supply all uses associated with the Park. Such uses include domestic use in a retreat center and other small park buildings; limited landscape irrigation; fire protection; and other related municipal uses at the Park. Wastewater return flows from domestic use of water at the Park are treated in an on-site septic system, and return to the South Creek alluvium. It is estimated that the total annual depletions resulting from water use in conjunction with operation of the Park will not exceed 1 acre foot. Subject to certain conditions, Applicant intends to buy, and Mountain View has indicated it will sell, shares of capital stock in Mountain View sufficient to entitle Applicant to 2 acre feet annually of water pumped from the Hollyrood Wells. Water from the Hollyrood Wells to which Applicant will be entitled, will be discharged directly from the wells to Spring Branch Creek, at such times as is necessary to replace out-of-priority depletions to the stream system resulting from upstream diversions at the Pueblo Mountain Park Diversion No. 1. Terms and conditions necessary to prevent material injury to the vested water rights of others will be incorporated in the decree approving the proposed augmentation plan. B. Accounting: Applicant will install and maintain such measuring devices and implement such accounting procedures as may be required by the State and Division Engineers to administer the terms of any decree for the subject augmentation plan. C. Water Quality: The water to be provided for augmentation will be of a quality and quantity so as to meet the requirements for which the water has been used by senior downstream appropriators, and therefore meets the requirements of C.R.S. § 37-92-305(5). D. Appropriative Right of Exchange. Applicant seeks an appropriative right of exchange in conjunction with operation of its proposed augmentation plan, with an appropriation date of December 31, 2007. The upstream terminus of the exchange reach is the location of the Pueblo Mountain Park Diversion No. 1, and the downstream terminus of the exchange is the confluence of Spring Branch Creek with the St. Charles River. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW127 - COLORADO WATER PROTECTIVE AND DEVELOPMENT ASSOCIATION, P.O. Box 604, La Junta, CO 81050 (Julianne M. Woldridge, MacDougall, Woldridge & Worley, P.C., Attorneys for Applicant, 530 Communication Circle, Suite 204, Colorado Springs, CO 80905, (719) 520-9288). Application for Change of Water Rights PUEBLO COUNTY 2. Water Rights to Be Changed: CWPDA’s pro rata share of water represented by its 87.354 shares in the Bessemer Irrigating Ditch Company (“Bessemer”), which includes or may include the following water rights: a. Previous Decrees: 1). Warrant, Barnes & Baxter, May 9, 1892 as modified and confirmed by decree dated March 23, 1896, transfer decree dated Nov. 28, 1903, appropriation date April 30, 1861, irrigation uses, 2.0 c.f.s. total; 2). Excelsior Ditch, May 9, 1892 as modified and confirmed by decree dated March 23, 1896, transfer decree dated Sept. 15, 1905, appropriation date Dec. 31, 1861, irrigation uses, 20 c.f.s. total; 3). Canon City & Oil Creek Ditch, Feb. 3, 1894, appropriation date May 31, 1864, irrigation and domestic uses. 3.74 c.f.s. total; 4). Rogers Ditch, March 23, 1896, transfer decree dated May 21, 1898, appropriation date June 30, 1866, irrigation uses, 3.0 c.f.s. total; 5). Arkansas Ditch, March 23, 1896,

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transfer decree dated May 10, 1923, appropriation Jan. 8, 1867, irrigation and domestic uses, 2.5 c.f.s. total; 6). Canon City & Oil Creek Ditch, Feb. 3, 1894, appropriation date May 31, 1867, irrigation and domestic uses, 5.13 c.f.s. total; 7). Hamp-Bell Ditch, May 9, 1892, March 23, 1896, transfer decree dated Oct. 3, 1903, appropriation date Nov. 30, 1870, irrigation uses, 1.47 c.f.s. total; 8). Barnum Ditch, May 9, 1892, March 23, 1896, appropriation date Dec. 31, 1870, irrigation uses, 3.4 c.f.s. total; 9). Cape Horn Ranch Ditch, Dec. 22, 1896, appropriation date Sept. 18, 1873, irrigation uses, 2.0 c.f.s. total; 10). Cape Horn Ranch Ditch, Dec. 22, 1896, appropriation date Dec. 31, 1876, irrigation uses, 2.5 c.f.s. total; 11). Cape Horn Ranch Ditch, transfer decree dated May 10, 1923, appropriation date Dec. 31, 1876, irrigation and domestic uses, 0.5 c.f.s. total; 12). Hamp-Bell Ditch, May 9, 1892, Mar. 23, 1896, transfer decree dated Oct. 3, 1903, appropriation date Dec. 31, 1878, irrigation uses, 0.41 c.f.s. total; 13). Collier Ditch, Mar. 23, 1896, appropriation date May 4, 1881, irrigation uses, 14 c.f.s. total; 14). I.N. Sater Ditch, Mar. 23, 1896, appropriation date June 20, 1881, irrigation uses, 2.0 c.f.s. total; 15). Collier Ditch, Mar. 23, 1896, appropriation date Mar. 31, 1882, irrigation uses, 8.0 c.f.s. total; 16). Bessemer Flood Right, Mar. 23, 1896, appropriation date May 1, 1887, irrigation uses, 322 c.f.s. total; and 17). Reservoir No. 9, Mar. 23, 1896, appropriation date Feb. 7, 1891, 883 acre feet total. b. Source of water rights: Arkansas River. c. Point of diversion: The decreed point of diversion for the Bessemer water rights is on the right bank of the Arkansas River, in the NW¼, Section 33, Township 20 South, Range 66 West, 6th P.M., at a point whence the corner stone common to Sections 28, 29, 32, and 33 of said Township and Range bears North 34°15’ West 2,450 feet, in Pueblo County, Colorado. As a result of inundation by Pueblo Reservoir, the point of diversion of the Bessemer Ditch was changed to the Axis of Pueblo Dam. This axis and the centerline of the Arkansas River intersect at a point in Section 36, Township 20 South, Range 66 West, 6th P.M., from which the Northeast corner of said Section 36 bears North 61°21’20” East, a distance of 2,511.05 feet, all as more particularly described in the decree in Case No. B-42135, District Court, Pueblo County. d. Historic use: Applicants’ share of the water rights was historically used to irrigate about 92 acres located in the NE¼ of Sec. 20, T.21S., R.62W., 6th P.M. shown on the map attached to the Application as Exhibit 1, a copy of which is on file with the Application and may be inspected at the Office of the Clerk of the Court. The average annual river head gate diversions for Applicant’s share of the water rights were 253 a.f. e. Proposed Change: Applicant is a Colorado non-profit corporation that provides replacement water for its members. Applicant requests a change in type of use for its share of the water rights to add replacement and augmentation of all beneficial uses to the decreed uses. Applicant does not request a change in point of diversion, but plans to continue diverting its water through the Bessemer Ditch. Applicant will then measure its share of the water rights back through its augmentation station and proposes to take credit for such water at that location. The augmentation or replacement water measured back to the river will be used to replace out-of-priority depletions for Applicant’s member wells located throughout the Fountain Creek and Arkansas River basin. The water may be stored for release in accounts obtained by Applicant in Pueblo Reservoir, located in all or portions of Sections 7, 18, 19, 20, 21, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 in Township 20 South, Range 66 West, and Sections 1, 2, 3, 4, 5, 9, 10 and 11, in Township 21 South, Range 66 West, and Sections 5, 8, 9, 13, 14, 15, 16, 22, 23, 24

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and 25, in Township 20 South, Range 67 West, all in the 6th P.M. in Pueblo County, Colorado. The Pueblo Reservoir Dam axis and the center line of the Arkansas River intersect at a point in Section 36, Township 20 South, Range 66 West of the 6th P.M., from which the Northeast corner of said Section bears North 61º 21’ 20” East, a distance of 2,511.05’, all more particularly described in the decree in Case No. B-42135, District Court, Pueblo County, Colorado, in Pueblo County. 3. Owners of Land On Which Structures are Located: a. Bessemer Ditch head gate: U.S. Bureau of Reclamation, Eastern Colorado Area Office, 11056 West County Rd. 18E, Loveland, CO 80537; b. member wells are located on land owned or operated by the respective CWPDA members; and c. Bessemer Ditch facilities – Bessemer Irrigating Company – 711 Thatcher Building, Pueblo, CO 81003. Applicant, therefore, requests a decree authorizing the proposed change of water rights. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW128 - COLORADO WATER PROTECTIVE AND DEVELOPMENT ASSOCIATION, P.O. Box 604, La Junta, CO 81050 (Julianne M. Woldridge, MacDougall, Woldridge & Worley, P.C., Attorneys for Applicant, 530 Communication Circle, Suite 204, Colorado Springs, CO 80905 (719) 520-9288) Application for Approval of Plan for Augmentation LAKE, CHAFFEE, FREMONT, PUEBLO, CROWLEY, OTERO, BENT, HUERFANO, EL PASO, LAS ANIMAS, PARK, CUSTER, PROWERS, BACA, AND LINCOLN COUNTIES 2. Plan for Augmentation: Applicant is a Colorado non-profit corporation that provides replacement water for its members. The proposed augmentation plan is designed to replace out-of-priority depletions for member wells not otherwise replaced pursuant to decreed augmentation plans or plans pursuant to the Amended Rules and Regulations Governing the Diversion and Use of Tributary Ground Water in the Arkansas River Basin, Colorado (“Amended Rules”). 3. Structures to be Augmented: Pursuant to this plan, CWPDA will augment out-of-priority depletions from wells of its members located within its service area in the Arkansas River basin, including its tributaries, as such may be changed from time to time. Wells included in this augmentation plan, including but not limited to those wells described in Table 1 attached to the application and available for inspection at the Office of the Clerk of the Court, being wells previously covered by substitute water supply or Rule 14 plans by CWPDA, will be located within the area described on Exhibit 1 attached to the application and available for inspection at the Office of the Clerk of the Court, or otherwise located within the Arkansas River basin that can practically be augmented under this plan. 4. Sources of Water to be Used for Augmentation: Applicant may augment out-of-priority depletions pursuant to this plan with any water and water rights that Applicant has or may acquire, or to which Applicant has or may acquire the right to use, that can legally be used to augment or replace out-of-priority depletions, provided the amounts of such water available for such uses have been adjudicated and quantified for such use pursuant to other court decrees, including but not limited to the following: a. CWPDA’s pro rata share of water represented by its 87.354 shares in the Bessemer Irrigating Ditch Company (“Bessemer”) which are the subject of an application for change of water rights filed by Applicant, which includes or may include the following water rights diverted from the Arkansas River on the right bank of the

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Arkansas River, in the NW¼, Section 33, Township 20 South, Range 66 West, 6th P.M., at a point whence the corner stone common to Sections 28, 29, 32, and 33 of said Township and Range bears North 34°15’ West 2,450 feet, in Pueblo County, Colorado. As a result of inundation by Pueblo Reservoir, the point of diversion of the Bessemer Ditch was changed to the Axis of Pueblo Dam. This axis and the centerline of the Arkansas River intersect at a point in Section 36, Township 20 South, Range 66 West, 6th P.M., from which the Northeast corner of said Section 36 bears North 61°21’20” East, a distance of 2,511.05 feet, all as more particularly described in the decree in Case No. B-42135, District Court, Pueblo County: 1). Warrant, Barnes & Baxter, May 9, 1892 as modified and confirmed by decree dated March 23, 1896, transfer decree dated Nov. 28, 1903, appropriation date April 30, 1861, irrigation uses, 2.0 c.f.s. total; 2). Excelsior Ditch, May 9, 1892 as modified and confirmed by decree dated March 23, 1896, transfer decree dated Sept. 15, 1905, appropriation date Dec. 31, 1861, irrigation uses, 20 c.f.s. total; 3). Canon City & Oil Creek Ditch, Feb. 3, 1894, appropriation date May 31, 1864, irrigation and domestic uses. 3.74 c.f.s. total; 4). Rogers Ditch, March 23, 1896, transfer decree dated May 21, 1898, appropriation date June 30, 1866, irrigation uses, 3.0 c.f.s. total; 5). Arkansas Ditch, March 23, 1896, transfer decree dated May 10, 1923, appropriation Jan. 8, 1867, irrigation and domestic uses, 2.5 c.f.s. total; 6). Canon City & Oil Creek Ditch, Feb. 3, 1894, appropriation date May 31, 1867, irrigation and domestic uses, 5.13 c.f.s. total; 7). Hamp-Bell Ditch, May 9, 1892, March 23, 1896, transfer decree dated Oct. 3, 1903, appropriation date Nov. 30, 1870, irrigation uses, 1.47 c.f.s. total; 8). Barnum Ditch, May 9, 1892, March 23, 1896, appropriation date Dec. 31, 1870, irrigation uses, 3.4 c.f.s. total; 9). Cape Horn Ranch Ditch, Dec. 22, 1896, appropriation date Sept. 18, 1873, irrigation uses, 2.0 c.f.s. total; 10). Cape Horn Ranch Ditch, Dec. 22, 1896, appropriation date Dec. 31, 1876, irrigation uses, 2.5 c.f.s. total; 11). Cape Horn Ranch Ditch, transfer decree dated May 10, 1923, appropriation date Dec. 31, 1876, irrigation and domestic uses, 0.5 c.f.s. total; 12). Hamp-Bell Ditch, May 9, 1892, Mar. 23, 1896, transfer decree dated Oct. 3, 1903, appropriation date Dec. 31, 1878, irrigation uses, 0.41 c.f.s. total; 13). Collier Ditch, Mar. 23, 1896, appropriation date May 4, 1881, irrigation uses, 14 c.f.s. total; 14). I.N. Sater Ditch, Mar. 23, 1896, appropriation date June 20, 1881, irrigation uses, 2.0 c.f.s. total; 15). Collier Ditch, Mar. 23, 1896, appropriation date Mar. 31, 1882, irrigation uses, 8.0 c.f.s. total; 16). Bessemer Flood Right, Mar. 23, 1896, appropriation date May 1, 1887, irrigation uses, 322 c.f.s. total; and 17). Reservoir No. 9, Mar. 23, 1896, appropriation date Feb. 7, 1891, 883 acre feet total; b. Fryingpan-Arkansas Project Return Flow water annually purchased by CWPDA. The water rights of the Project consist of: 1). West Slope Decrees: The Project diverts surface water from the headwaters of Hunter Creek and the Fryingpan River and their tributaries in Pitkin County, Colorado. The principal water rights were adjudicated by the decrees in Civil Action No. 4613, District Court, Garfield County on June 20, 1958 and August 3, 1959, and were modified by the Decree in Case No. W-829-76, District Court, Water Division No. 5, dated November 27, 1979, and supplemented by the Decree in Case No. 83CW352, District Court, Water Division No. 5, dated May 31, 1985. These water rights have an appropriation date of July 29, 1957. Water diverted under these decrees travels under the Continental Divide through the Boustead Tunnel and empties into Turquoise Reservoir; 2). East Slope Decrees: The Project also diverts and stores

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surface water from the Arkansas River and its tributaries in Lake, Chaffee, Fremont, and Pueblo Counties. The principal water rights were adjudicated by the decrees in Civil Action No. 5141, District Court, Chaffee County, dated July 9, 1969, and Civil Action No. B-42135, District Court, Pueblo County, dated June 25, 1962, and were modified and supplemented by the Decree in Case No. 80CW6, District Court, Water Division No. 2, dated October 23, 1980. These water rights include storage in Turquoise Reservoir, Twin Lakes Reservoir, and elsewhere; and c. Any other water and water rights that CWPDA may acquire or be permitted to use that legally can be used to augment or replace out-of-priority deletions, provided such water has been adjudicated and quantified for such use. CWPDA shall provide such notice as may be required of the addition of any such other water prior to use within this augmentation plan. 5. Statement of Plan for Augmentation: CWPDA shall replace out-of-priority stream depletions caused by participating structures in this plan in time and amounts. CWPDA proposes to calculate the augmentation requirements for participating structures for irrigation and non-irrigation purposes based on site-specific well head depletion analyses methodology developed by or approved by the Colorado Division of Water Resources, or based on presumptive stream depletion factors that may be established for particular beneficial uses in accordance with the Amended Rules as amended from time to time, or as determined using appropriate models or other methods acceptable to the Colorado Division of Water Resources. The augmentation requirements will be met by releases of the augmentation water from various sources in which Applicant has obtained permission to store water, including but not limited to storage accounts obtained by Applicant in Pueblo Reservoir, or by leaving augmentation water in the stream for such purposes. Pueblo Reservoir is located in all or portions of Sections 7, 18, 19, 20, 21, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35 and 36 in Township 20 South, Range 66 West, and Sections 1, 2, 3, 4, 5, 9, 10 and 11, in Township 21 South, Range 66 West, and Sections 5, 8, 9, 13, 14, 15, 16, 22, 23, 24 and 25, in Township 20 South, Range 67 West, all in the 6th P.M. in Pueblo County, Colorado. The Pueblo Reservoir Dam axis and the center line of the Arkansas River intersect at a point in Section 36, Township 20 South, Range 66 West of the 6th P.M., from which the Northeast corner of said Section bears North 61º 21’ 20” East, a distance of 2,511.05’, all more particularly described in the decree in Case No. B-42135, District Court, Pueblo County, Colorado, in Pueblo County. 6. Names and Addresses of owners of land on which structures are located: a. Augmented structures: located on properties owned or controlled by CWPDA members; and b. Pueblo Reservoir – United States Department of the Interior, Bureau of Reclamation, Eastern Colorado Area Office, 11056 W. County Road 18-E, Loveland, CO 80537. Applicant, therefore, requests a decree approving this plan for augmentation. ------------------------------------------------------------------------------------------------------------

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--------------------------------------------------------------------------------------------------------------------- CASE NO. 07CW129 – MIDDLE ARKANSAS GROUNDWATER USERS ASSOCIATION (“MAGUA”), c/o Brenda Fillmore, P.O. Box 367, Fowler, CO 81039 (Jeffrey J. Kahn and Matthew Machado, Bernard, Lyons, Gaddis & Kahn, P.C., Attorneys for Applicant, P.O. Box 978, Longmont, CO 80502-0978, Telephone: (303) 776-9900). Application for Approval of Plan for Augmentation and Appropriative Rights of Exchange, as amended PUEBLO, EL PASO, FREMONT, OTERO, CROWLEY and BENT COUNTIES 2. Name of Structures to be augmented: This plan is intended to augment out-of-priority depletions from wells owned by members of MAGUA. Currently, MAGUA’s members own thirteen wells and one gravel pit that are augmented under MAGUA’s SWSP pursuant to Rule 14 of the Amended Rules and Regulations Governing the Diversion and Use of Tributary Ground Water in the Arkansas River Basin, Colorado. Three wells and one gravel pit cause depletions in the Arkansas River basin in the stretch from approximately the confluence of Texas Creek and the Arkansas River downstream to Las Animas, and ten wells cause depletions in the Fountain Creek basin from northern Colorado Springs downstream to the confluence with the Arkansas River. The structures to be augmented are as follows: Name Structure ID Permit # 1/4, 1/4 Sec T

(S) R (W)

Permitted Use SDF (days)

Wells that divert water tributary to Fountain Creek

Belmont Stables 1005130 47607 NENE 1 20 65 Domestic/ Animal 1.63

Blue Mesa Landscaping 1006206 32204A NENW 7 13 65 Irrigation 46.75

Cactus Creek Ranch 1005217 85145 SESW 15 17 65 Irrigation/ Domestic/ Animal

377.8

Cactus Creek Ranch 1006207 SESW 15 17 65 Irrigation/ Domestic/ Animal

377.8

Harding Nursery 1005964 923A SWSW 7 14 65 Irrigation 258.51

McCanne, Roy & Laurie 1006777 60293F SWSW 30 19 64 Irrigation 14.7

Morton Ventures, LLP 1006033 59511 SWSW 33 12 65 Irrigation/ Domestic 249.35

Nelson, Mike 1005921 66420 NENE 9 17 65 Domestic/ Animal 43.24

Nelson, Mike 1006759 NA NENE 9 17 65 Domestic 43.24

Norad View Mobile Home Park

1005087 46058 NENE 14 15 66 Municipal 26.16

Wells that divert water tributary to the Arkansas River

RBK Construction NONE NONE SESE 36 20 64 Baxter Road Gravel Pit

Cottonwood Mobile Home Park

1706213 NONE SENE 9 23 52 Municipal 520

CDOT 1706438 90051 NENE 24 23 54 Irrigation 25183

Octal Resources 1406022 607RN NWNW 31 20 63 Municipal 185

3. Decreed appropriation dates and amounts: Applicant’s members will apply for new well permits as necessary to conform to the uses to be augmented under this plan. Applicant proposes to augment under this plan 100% of net depletions when out-of-priority based on the date of filing this application. 4. Previous decrees for water rights to be used for augmentation: Applicant currently leases or may lease in the future water from the sources identified below, which will be used for augmentation under this plan. By including the following sources of water in the application, Applicant is not asserting any rights to use the same unless and until Applicant obtains an agreement with the owner of such source. Future agreements will be provided to the Court and parties to this case when available. 4.1 Fully consumable water that may be leased from the Board of Water Works of Pueblo, Colorado including previously stored water, direct flow

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water, reusable municipal effluent, reusable irrigation return flows and reusable lawn irrigation return flows. Pueblo’s transmountain water rights have been decreed for augmentation use and are described on Exhibit A attached to the Application. All exhibits mentioned herein are incorporated by reference and may be inspected at the office of the Clerk of this Court. Previously stored fully consumable water may be released from Turquoise Reservoir, Twin Lakes Reservoir, Clear Creek Reservoir or Pueblo Reservoir. Direct flow water may be provided from Pueblo’s Ewing Ditch, Columbine Ditch, Wurtz and Wurtz Extension ditches, Busk-Ivanhoe project, Homestake Project and Independence Transmountain Diversion System (Twin Lakes Project). Reusable effluent may be released from Pueblo Municipal Wastewater Treatment Plant. This plant discharges treated wastewater to the Arkansas River at a point in the Northeast quarter of Section 5, Township 21 South, Range 64 West of the 6th Principal Meridian. The approximate latitude of said point is 38°15'22" North and the approximate longitude is 104°34'20" West. Pueblo’s reusable irrigation return flows accrue to the Arkansas River in the reach from Fountain Creek to John Martin Reservoir following the lease of Pueblo’s fully consumable water to irrigation ditch companies for irrigation use. Pueblo’s reusable lawn irrigation return flows accrue to Fountain Creek and the Arkansas River upstream of the confluence of the Arkansas River and St. Charles River. 4.2 Fully consumable effluent leased from the Cherokee Metropolitan District. The effluent is derived from water rights located in the Upper Black Squirrel Creek Designated Ground Water Basin, and have been decreed for augmentation use and are described on Exhibit B attached to the application. Reusable return flows are released from the District’s wastewater treatment plant outfall to the east fork of Sand Creek in the Northeast Quarter of Section 18, T14S, R65W of the 6th P.M. 4.3 Consumptive use credits for the Larkspur Ditch. These credits are owned by the Lower Arkansas Valley Water Conservancy District and used pursuant to a lease with MAGUA member RBK Construction dated December 23, 2004 (copy attached to the Application as Exhibit C). The lease provides 21 acre feet per year of augmentation water to replace depletions associated with the Baxter Road Pit and the Kirkland Construction Two Rivers Pit. 4.4 Augmentation water from the Pueblo West Metropolitan District. The District releases reusable effluent from the Pueblo West Wastewater Treatment Plant, located in Sections 7 and 16, T20S, R65W of the 6th P.M. in Pueblo County, whose outfall flows into a tributary of Dry Creek (also known as Wildhorse Creek) and thence into the Arkansas River, or release of such water from storage in Pueblo Reservoir. 4.5 Applicant may use pursuant to future agreement with the Arkansas Groundwater Users Association (“AGUA”) all or a portion of the 39.9 acre feet of consumptive use credit decreed to the Mexican Ditch in Case No. 99CW147, decree entered December 14, 2004, which is owned by John Sliman. The decree allows AGUA to use the credits for augmentation. Applicant will comply with the terms and conditions of that decree. The decree for the Mexican Ditch, entered June 26, 1893, confirmed the diversion of 4.0 c.f.s. from the St. Charles River with an appropriation date of February 20, 1867. The decreed point of diversion for the ditch is the east bank of the St. Charles River at a point North 20 degrees 10 feet East 1435 feet from the Southwest corner of Section 7, Township 21 South, Range 63 West of the 6th P.M., Pueblo County, Colorado. 4.6 Reusable effluent leased from the Pikes Peak Regional Water Authority or its members, including the City of Fountain, Academy Water and Sanitation District,

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Cherokee Metropolitan District, Donala Water and Sanitation District, Triview Metropolitan District, the Town of Monument, the Town of Palmer Lake and Woodmoor Water and Sanitation District. These entities use nontributary groundwater in their municipal water systems, which results in fully consumable return flows to Fountain Creek or its tributaries from the following facilities. The locations of these facilities may be amended without further amendment of this application: 4.6.1 Waste water from the City of Fountain presently is treated at the facility located in the NW ¼ of Section 17, T16S, R65W of the 6th P.M. and discharged to Fountain Creek. 4.6.2 Waste water from the Academy Water and Sanitation District presently is treated at the facility located in the NE ¼ of Section 32 and NW ¼ Section 33, T11S, R66W of the 6 th P.M. and discharged to Smith Creek. 4.6.3 Waste water from the Monument Sanitation District, Palmer Lake Sanitation District and Woodmoor Water and Sanitation District presently is treated at the Tri-Lakes Wastewater Plant located in the NE¼ Section 27 and SE ¼ of Section 22, T11S, R67W of the 6th P.M. and discharged to Monument Creek. 4.6.4 Waste water from the Donala Water and Sanitation District and Triview Metropolitan District presently is treated at the facility located in the SW ¼ Section 35, T 11S, R67W of the 6th P.M. and discharged to Monument Creek. 4.7 Water from shares of the Twin Lakes Reservoir and Canal Company. Applicant presently owns no shares of Twin Lakes, but may lease shares in the future. Twin Lakes are on-stream reservoirs located in all or portions of Sections 14, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 30 of Township 11 South, Range 80 West, 6th P.M. Twin Lakes shares represent pro rata ownership of the Independence Pass Transmountain Diversion System which diverts water from the headwaters of the Roaring Fork River and its tributaries in Pitkin County. Said water rights were adjudicated by a Decree in Civil Action No. 3082 (District Court, Garfield County) dated August 25, 1936 and were modified by a Decree in Case No. W-1901 (District Court, Water Division No. 5) dated May 12, 1976. Subject to the terms and conditions in these decrees, said water rights divert up to 68,000 acre feet per year at rates up to 625 c.f.s. under an appropriation date of August 23, 1930 for all beneficial uses. Shares also include pro rata rights to use native water stored in Twin Lakes Reservoir pursuant to the decrees for the Twin Lakes Reservoir and Canal Company including Civil Action No. 2346, District Court of Chaffee County, decree entered July 14, 1913, for 20,645.3 acre-feet with an appropriation date of December 15, 1896, and for 33,806.7 acre-feet with an appropriation date of March 29, 1987, as changed in Case No. W-3965, Water Division No. 2, decree entered April 19, 1974. These water rights are decreed for storage for irrigation, domestic, commercial, industrial and municipal purposes on any sites in the Arkansas River Basin of Colorado below Twin Lakes Reservoir, which are capable of being served water by diversion from said Arkansas River. 4.8 Water from shares of Fountain Mutual Irrigation Company. Applicant presently owns no shares of Fountain Mutual, but may purchase or lease shares in the future. FMIC diverts its water to the Fountain Mutual Ditch from Fountain Creek, tributary to the Arkansas River, at its headgate located in the SW ¼, Section 20, Township 14 South, Range 66 West, 6th P.M. FMIC’s water rights were originally decreed for irrigation purposes. FMIC water rights are decreed as follows:

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Fountain Creek Priority No.

Appropriation Date Adjudication Date Amount

FMIC Amount

4 9/21/1861 3/6/1882 9.84 c.f.s. (5.38) c.f.s

7 4/1/1862 3/6/1882 1.125

11 2/1/1863 3/6/1882 16.69

17 12/31/1863 3/6/1882 4.25 (2.125)

21 12/31/1864 3/6/1882 4.65

28 12/31/1866 3/6/1882 8.48

29 12/31/1867 3/6/1882 9.68

41 9/21/1874 3/6/1882 17.05

168 1/31/1903 6/2/1919 343.2

Storage 3/18/1903 6/2/1919 10,000 a.f.

In Case Nos. 90CW28, 95CW3, 90CW7 (entered November 13, 2000), and 99CW146 (entered November 15, 2000), Water Division 2, this Court determined that each share of FMIC historically yielded on the average the equivalent of 0.7 acre feet of net replacement or consumptive use water each year, which number represents a portion of the farm headgate delivery. Pursuant to the method described in these decrees, augmentation credit allowed to FMIC water rights is calculated as a percentage of the FMIC actual delivery to its shareholders. 4.9 Any other water and water rights that MAGUA may acquire or be permitted to use that legally can be used to augment or replace out-of-priority depletions, provided that such water has been adjudicated and quantified for such use. MAGUA shall provide such notice as may be required of the addition of any such other water prior to use within this augmentation plan. 5. Statement of the Plan for Augmentation Including Exchanges and Changes of Water Rights, covering all applicable matters under 37-92-103(9), 302(1)(2) and 305(8), C.R.S.: MAGUA is an incorporated association formed from Arkansas Groundwater Users Association (“AGUA”) members that could no longer be covered by AGUA’s Rule 14 Arkansas River replacement plan. MAGUA seeks approval for a regional plan for augmentation for current and future members’ wells. MAGUA’s current members divert water tributary to the Arkansas River or Fountain Creek through the wells described above for the uses described above. MAGUA has operated the plan pursuant to an approved SWSP since April 1, 1999. Total annual net depletions from the structures described above are not expected to exceed 100 a.f., with roughly 70% of the net depletions caused by the structures located in the Fountain Creek basin and 30% by the structures located in the Arkansas River basin. These amounts may vary from year to year, as allowed pumping varies according to the availability of augmentation water to replace projected lagged depletions. The timing and amount of actual stream depletions is lagged depending upon the distance between each well and the river. New wells may be added to this regional plan with written notice and approval from the Division Engineer. Applicant will continue to replace all out of priority depletions with consumptive use water available from the sources described above, using the exchanges described below, to the extent needed to prevent injury to other vested water rights. Applicant will continue to account for the pumping, net depletions, and

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water rights used for augmentation. FIRST CLAIM FOR RELIEF (APPROPRIATIVE RIGHTS OF SUBSTITION AND EXCHANGE) 6. Conditional Appropriative Rights of Substitution and Exchange: To facilitate the replacement of depletions by the augmentation plan, conditional appropriative rights of exchange are claimed as follows: 6.1 Exchanges on the Arkansas River: From: The confluence of the St. Charles River and the Arkansas River, located approximately in S32, T20S, R63W, 6th P.M., Pueblo County. To: The eastern boundary of the Upper Arkansas Water Conservancy District at the east line of T18S, R73W, 6th P.M., Fremont County. Sources: The following sources described more fully in paragraph 4 above: Mexican Ditch, Board of Water Works of Pueblo sources, Pueblo West Metropolitan District sources. 6.2 Exchanges on the Arkansas River, Fountain Creek, Sand Creek and the East Fork of Sand Creek: From: The confluence of the St. Charles River and the Arkansas River in S32, T20S, R63W, 6th P.M., Pueblo County. To: The confluence of the Arkansas River and Fountain Creek in S31, T20S, R64W, 6th P.M., Pueblo County. Thence To: The headwaters of Sand Creek and East Fork of Sand Creek located in T12S, R65W, 6th P.M., El Paso County. Sources: The following sources described more fully in paragraph 4 above: Mexican Ditch, Board of Water Works of Pueblo sources, Pueblo West Metropolitan District sources, LAVWCD Larkspur Ditch, Independence Pass Transmountain Diversion System (Twin Lakes Project). 6.3 Exchanges on Sand Creek and the East Fork of Sand Creek: From: The confluence of Fountain Creek and Sand Creek located near the south line of T14S, R66W, 6th P.M., El Paso County. To: The headwaters of Sand Creek and East Fork of Sand Creek located in T12S, R65W, 6th P.M., El Paso County. Sources: The following sources described more fully in paragraph 4 above: Mexican Ditch, Board of Water Works of Pueblo sources, Pueblo West Metropolitan District sources, LAVWCD Larkspur Ditch, Independence Pass Transmountain Diversion System (Twin Lakes Project), Pikes Peak Regional Water Authority sources, Fountain Mutual Irrigation Company. 6.4 Amounts: For each of the exchanges, 1 c.f.s., conditional. 6.5 Date of Appropriation: For each of the exchanges, the appropriation date shall be the date of filing the application herein. 7. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Not applicable, as no structures will be constructed or modified for the claims herein. ------------------------------------------------------------------------------------------------------------ CASE NO. 07CW130 – ALAN J. and ELAINE-MARIE PETERSON, 13275 Frank Road, Black Forest, CO 80908; (719) 495-0532 Application for Adjudication of Denver Basin Groundwater Rights and for Approval of Plan for Augmentation EL PASO COUNTY 2. Name of well and permit, registration or denial number: Exempt Domestic Well, Permit 176883. 3. Legal description of well: El Paso County, NE ¼ of the NE ¼ Section 9, Township 12 South, Range 65 West, 6th P.M., 1150 feet from the North line and 320 feet from the East line. Street Address: 13275 Frank Road, Black Forest, CO 80908. Subdivision: Walker Estates, Lot 4. 4. A. Source of water right: Not non-

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tributary Dawson and Denver Aquifers; Non-tributary Arapahoe and Laramie-Fox Hills Aquifer. B. Depth: Dawson, 0 to 965 ft. bgs; Denver, 970 to 1850 ft. bgs; Arapahoe, 1906 to 2395 ft bgs; Laramie-Fox Hills Aquifer, 2631 to 2970 ft. bgs. 5. A. Date of appropriation: Not Applicable. B. How appropriation was initiated: Not Applicable. C. Date water applied to beneficial use: Not Applicable. 6. Amount Claimed: Entire Decree amount – Absolute. 7. If well is non-tributary: A. Name of Aquifer: Arapahoe and Laramie-Fox Hills Aquifer. B. Amount claimed in acre feet annually: Entire Decree Amount. Estimated Average Annual Amounts of Ground Water Available. Applicant requests an absolute water right for the withdrawal of all legally available ground water in the Denver Basin aquifers underlying Applicant’s Property. Said amounts may be withdrawn over the 100-year life of the aquifers, but for the purposes of this Application, withdrawals must be limited to the 300-year subdivision water supply requirements of El Paso County. The estimated average annual amounts of ground water available for withdrawal from the underlying Denver Basin aquifers will be based upon the Denver Basin Rules. Applicant estimates that the following values and average annual amounts are representative of the Denver Basin aquifers underlying Applicant’s Property of 5.08 acres as follows:

Quantification of Available Groundwater Aquifer Depth to

Aquifer top (Ft. bgs)

Depth to Aquifer Bottom (Ft. bgs)

Net Sand (Ft.)

Specific Yield

Available Groundwater

(Acre-Ft)

100-year supply

(Acre-feet)

Dawson (NNT) 0 965 444 0.20 451.10 4.51

Denver (NNT) 970 1850 375 0.17 323.85 3.24

Arapahoe (NT) 1906 2395 260 0.17 224.54 2.25

Laramie-Fox Hills (NT)

2631 2970 190 0.15 144.78 1.45

Pursuant to C.R.S. §37-92-304(11), the Applicant requests that the Court retain jurisdiction to finally determine the amount of water available for appropriation and withdrawal from each aquifer. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property, including an existing well completed into the Dawson aquifer as permitted in Well Permit No. 176883 which will be re-permitted to operate pursuant to the augmentation plan and decree. Applicants also claim the right to construct additional and/or replacement wells into the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers in order to maintain levels of production, to meet water supply demands, or to recover the entire amount of groundwater in each of said aquifers underlying the Subject Property. Upon entry of a decree in this case, the Applicant will be entitled to file for and receive well permits for Denver Basin aquifer wells for the uses in accordance with this Application. Consistent with Rule 14 of the Statewide Nontributary Groundwater Rules, Applicants claim the right to produce the total allowed annual amount of withdrawal claimed hereunder for each aquifer, including amounts claimed from each aquifer pursuant to the “banking” provision of Rule 8.A through a single well drilled into each aquifer or through a combination of wells drilled into each aquifer. As allowed by the “banking” provisions of Rule 8.A of the Statewide Nontributary Groundwater Rules 2 CCR 402-7, Applicants claim the right to withdraw the average amount available annually from each aquifer, so long as the sum of the withdrawals from all the wells completed into each aquifer does not exceed the product of the average annual amount of withdrawal available from that

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aquifer times the number of years since the date of issuance of a permit to construct a well into the aquifer, or the date of this decree, whichever date occurs first. Before any additional wells are constructed, applications for well permits will be filed with the State Engineer’s office, and well permits shall be granted in accordance with the decree pursuant to this application. Applicants waive the 600 foot spacing rule as described in Section 37-90-137(2) C.R.S. for wells located on the Subject Property. 8. Proposed use: The Applicants request the right to use, reuse, store, and use till extinguishment of the groundwater for all beneficial uses including without limitation domestic, commercial, industrial, garden and landscape, stock watering, agriculture, central water supply, fish and wildlife propagation, recreational, irrigation, animals, fire protection, maintenance and cleaning, spas, hot tubs, swimming pools, water storage feature, and exchange, barter, sale, lease, and augmentation, on or off the Subject property. Applicant claims the rights set forth in this paragraph for itself, its successors, assigns, lessees and contractors pursuant to §§ 37-82-101 and 37-82-106(2), C.R.S. relative to these uses. C. If non-irrigation, describe purpose fully: The water will be used for domestic use in one residence (0.4 acre-feet), watering of up to 10,000 sq. feet of lawn, trees, garden (0.6 acre-feet), watering of 10 large animals (0.10 acre-feet), use in agriculture (0.2 acre-feet), and use in a water storage feature (0.10 acre-feet), hut tub 1,400 gallons (0.004 acre-feet), swimming pool, 7,500 gallons (0.023 acre foot). D. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing pool: Applicants and Chase Bank, P. O. Box 36520, Louisville, KY 40233-6520. 9. Remarks: There is one lien against the Property Pursuant to C.R.S. 37-92-302(b). Applicants request a finding that: a) such groundwater is available for withdrawal by Applicants in the estimated average annual amount described herein and for all the uses claimed herein at rates of flow up to such rates as will allow for efficient withdrawal of the entire available amount from each aquifer, including such higher rates as may be necessary to meet peak pumping requirements; b) granting the right to withdraw such groundwater anywhere on the Subject Property, and waiving applicable spacing requirements; c) granting the right to construct additional and replacement wells into the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers to meet water supply demands, or to recover the entire amount of groundwater available to the Applicants without the necessity of filing an amendment to this application, republishing it, or petitioning the Court for the reopening of any decree hereafter entered; d) finding that the date of appropriation, date the water was applied to beneficial use, and the manner of initiation of the water rights sought herein are not applicable to the water rights sought herein and that no showings of or applications for findings of reasonable diligence are required with respect to such water rights; e) The Court will retain jurisdiction over this matter to provide for the adjustment of the annual amount of ground water withdrawals to be allowed in order to conform to actual local Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers; f) and directing the State Engineer to issue well permits in conformance with this decree. II. AUGMENTATION PLAN. 1. Name of structure to be augmented: Completed Dawson Aquifer well, and wells to be completed in the not nontributary Dawson, Denver and nontributary Arapahoe aquifers of the Denver Basin underlying the Property,

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including any replacement wells located anywhere on the Applicants’ property. Are there other water rights diverted from this structure: No. 2. Previous decree for water rights to be used for augmentation: A. Date of Original Decree: ___; Case No.: ___; Court: ___. B. Type of water right: ___. C. Legal description of point of diversion or place of storage: El Paso County, NE ¼ of the NE ¼ Section 9, Township 12 South, Range 65 West, 6th P.M., 1150 feet from the North line and 320 feet from the East line. Street Address: 13275 Frank Road, Black Forest, CO 80908. Subdivision: Walker Estates, Lot 4. D. Source: ___; E. Appropriation Date: __; Amount: ____. F. Decreed use: __. 3. Historic use: ___. 4. Statement of plan for augmentation, covering all applicable matters under §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: The water rights to be used for augmentation are flows/return flows from the use of not nontributary and nontributary groundwater as set forth in this plan for augmentation, together with water rights from the nontributary Laramie-Fox Hills aquifer for post pumping depletions. Wastewater will be treated by use of individual sewge disposal system (ISDS), the return flows from which will be used to replace depletions during the pumping period. The term of this augmentation plan is for 300 years, however the length of the plan for a particular well or wells may be extended beyond such time provided the total plan pumping allocated thereto is not exceeded. Post pumping stream depletions will be determined as the average annual withdrawals for all wells through cessation of pumping and accrue only to the extent of actual pumping. It is generally accepted that no more than ten percent of water used indoors in residences using non-evaporative septic systems and leach fields for wastewater disposal is consumed, with 90 percent returning to the stream system. Depletions which may occur to the South Platte River stream systems may not be replaced by return flows from use of the water. Applicants request that depletions be aggregated and replaced to the Arkansas Drainage and Applicants will reserve an equal amount of nontributary Laramie-Fox Hills Aquifer groundwater underlying the subject property for replacement of post-pumping depletions less the amount of actual stream depletions replaced during the plan pumping period and requests a finding that (a) those replacements are sufficient (b) that vested water rights of others will not be materially injured by the withdrawals of ground water and the proposed plan for augmentation and (c) return flows are sufficient to meet the projected depletions during the pumping period of the not nontributary aquifers. However, use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another acceptable source for replacement of post-pumping depletions may be used. Because depletions may occur in both Water Divisions 1 and 2, this application is being filed in both divisions, but consolidation of the two applications in Water District 2 is requested. 6. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing pool: Applicants and Chase Bank, P. O. Box 36520, Louisville, KY 40233-6520. ------------------------------------------------------------------------------------------------------------

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THE WATER RIGHTS CLAIMED BY THE FOREGOING APPLICATION(S) MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT AND PROTEST WITHIN THE TIME PROVIDED BY STATUTE, OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or application as amended, may file with the Water Clerk a verified statement of opposition setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions, such statement of opposition must be filed by the last day of February 2008, (forms available at Clerk’s office or at www.courts.state.co.us, must be submitted in quadruplicate, after serving parties and attaching a certificate of mailing, filing fee $70.00). The foregoing are resumes and the entire application, amendments, exhibits, maps and any other attachments filed in each case may be examined in the office of the Clerk for Water Division No. 2, at the address shown below. --------------------------------------------------------------------------------------------------------- Witness my hand and the seal of this Court this 8th day of January, 2008.

________________________________ Mardell R. DiDomenico, Clerk District Court Water Div. 2 203 Judicial Bldg., 320 W. 10th Street Pueblo, CO 81003 Tel. 583-7048 (Court seal) Published: January ____, 2008

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SUBSTITUTE WATER SUPPLY PLAN NOTIFICATION LIST

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