DISTRICT COURT, WATER DIVISION 1, COLORADO JANUARY 2007 WATER RESUME PUBLICATION TO: ALL PERSONS INTERESTED IN WATER APPLICATIONS IN WATER DIV. 1 Pursuant to C.R.S. 37-92-302, you are notified that the following is a resume of all water right applications and certain amendments filed in the Office of the Water Clerk during the month of JANUARY 2007 for each County affected. 07CW2 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendant: ARK Companies, LTD d/b/a ARK Properties. 07CW3 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendant: Gary Alles, Michael Boulter and Daisy Boulter. 07CW4 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendant: Sakata Farms, Inc., Robert Y. Sakata, Dalw W. Ewing and Noreen M. Ewing. 07CW5 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendant: Star Farms, Inc., Star Promotions, LLC, Angelo Palombo and Ottesen’s Inc. 07CW6, THE GROUND WATER MANAGEMENT SUBDISTRICT OF THE CENTRAL COLORADO WATER CONSERVANCY DISTRICT, 3209 West 28th Street, Greeley, Colorado 80634. (970) 330-4540 (hereinafter referred to as “Central”). Application for Change of Water Rights, in WELD AND MORGAN COUNTIES. Please send all future pleadings and correspondence to: Brad Grasmick, Esq., Lind, Lawrence & Ottenhoff, LLP, 355 Eastman Park Drive, Suite 200, Windsor, CO 80550, telephone: 970-674-9888. 1. Name of Structure. Highland Ditch a/k/a the Plumb Ditch (47 shares). 2. Previous Decrees. The Highland a/k/a the Plumb Ditch (hereinafter the “Plumb Ditch”) was decreed in Case No. 6009 in the Weld County District Court, Weld County, State of Colorado, on April 28, 1883 with an appropriation date of October 1, 1871 for 64.4 cfs from the South Platte River for irrigation. The decreed headgate location is on the south bank of the South Platte River in the SW1/4 of the NW1/4 of Section 13, Township 5N, Range 65W of the 6th P.M., Weld County, Colorado. Of the 64.4 cfs originally decreed to the Plumb Ditch, 40 cfs were transferred to the Bijou Canal in Case No. 41518. 3. Historic Use. Central acquired 47 shares of the Plumb Ditch Company (hereinafter the “Shares”). There are 90 shares outstanding in the Company. 3.1 The Shares historically irrigated 273.1 acres on the Jergens Farm. The shares were the sole irrigation supply for said 273.1 acres which are located in potions of Section Eight (8), Township Five (5) North , Range Sixty-Four (64) West of the Sixth (6th) Prime Meridian, hereinafter the “Property”. The Property is shown on the map attached hereto as Exhibit “1”. 3.2 Total diversions from the Plumb Ditch from 1950 to 2005 are shown on Exhibit “2”, attached hereto. The farm headgate delivery attributed to the Shares averaged a total of 1,644 acre-feet assuming a 20% ditch loss for the ditch. The historic on-farm depletion of surface water

supply of the Shares averaged approximately 485 acre-feet. 4. Proposed Change. Central seeks to change the use of the Shares to include augmentation, recharge, replacement, and exchange, by direct release or storage for later release with the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Specifically the Shares will be used in the plans for augmentation in Case No. 02CW335 and Case No. 03CW99. As a condition of purchase of the Shares Central has a dry-up agreement on the Property. Central proposes terms which include, 1) an average annual river headgate diversion for the Shares limited to 2,664 acre feet per year on a five-year rolling average; 2) maximum monthly volumetric river headgate diversion limits for the Shares shown below; 3) a diversion season of April 1 through October 31; 4) an annual maximum volumetric river headgate diversion for the Shares limited to 3,113 acre-feet.

Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec 47 Shares of Plumb Ditch (acre-feet) 0.00 0.00 0.00 318 657 674 767 774 559 310 0.00 0.00

5. Return Flow. Monthly return flow factors below will be applied to the measured augmentation station deliveries of the shares delivered from the ditch from April through October. The winter return flows will be determined using the November through March factors times the previous years’ annual augmentation deliveries of the Shares. The monthly on-farm groundwater returns were lagged to the river using the Alluvial Water Accounting System (AWAS). Return flows for the Shares averaged 1,157 acre-feet per year. Historic returns are hereby reappropriated and will be maintained only for calls senior to the date of the filing of this application. 47 Shares Plumb Ditch (acre-feet)

Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec

Summer Return Flow Factors

0.990

0.612

0.577

0.547

0.609

0.799

Winter Return Flow Factors

0.010

0.008

0.008 0.04

4 0.018

0.013

6. Net Stream Depletions. In order to determine the amount of water that Central can claim for augmentation purposes, the average monthly net stream depletion was calculated as the difference between the average monthly farm headgate diversion, and the average monthly return flow obligation to the South Platte River. This net stream depletion represents the total depletion to the river due to the historic use of the Shares. The average net stream depletion attributable the Shares are equal to 485 acre-feet per year. Central will agree to leave 20 percent of its total pro-rata river headgate diversion attributed to the Shares in the ditch to the extent necessary to protect other shareholders. 7. Places of Storage & Recharge. 7.1 Nissen Reservoir located in the SE1/4 and the E1/2 SW1/4 of Section 12, Township 5 North, Range 65 West of the 6th P.M., Weld County, Colorado, and more fully described in the decree entered in Case No. 02CW270. 7.2 Milliron & Kiowa Recharge & Storage Project located in the NE1/4

of Section 13 and the NE1/4 of Section 22 both in Township 4 North, Range 60 West of the 6th P.M. and decreed in Case No. 81CW382. 7.3 Orphan Wells of Wiggins Conjunctive Use Project located in Section 13, Township 4 North, Range 61 West of the 6th P.M. as more particularly described in the application filed in Case No. 05CW331. 7.4 Seibring Reservoir is located in the Northwest 1/4 of the Northwest 1/4, the South 1/2 of the Northwest 1/4, the North 1/2 of the Southwest 1/4, the Northwest 1/4 of the Southeast 1/4, and the Southwest 1/4 of the Northeast 1/4, of Section 31, Township 6 North, Range 66 West of the 6th P.M. as more particularly described in Case No. 88CW127. 83rd Avenue Reservoir is located in the NE1/4 of the SE1/4 and the SE1/4 of the NE1/4 of Section 31, Township 6 North, Range 66 West of the 6th P.M. as more particularly described in Case No. 94CW96. 8. Administration. The shares will be delivered to Nissen Reservoir and/or augmentation stations located at or near the Property by the Ditch Company and will be measured to the South Platte River. 9. Name and Address of Owners of Structures: Applicant and the Plumb Ditch Company, c/o Ron Baker, 28806 County Road 51, Greeley CO, 80631. 5 Pages.

07CW7 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendants: Gary Weibert and Sheryl Weibert. 07CW8 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendants: Zabka Farms, Inc. and Dorothy Zabka. 07CW9 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendant: Joe Lundock. 07CW10 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendants: Steve Korby, Korby Sod and Landscape, LLC, Brian D. Boos and Linda Schreiner. 07CW11 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plaintiffs: The People of Colorado, ex rel. Harold (“HAL”) D. Simpson, State Engineer for the State of Colorado, and James (“JIM”) R. Hall, Division Engineer for Water Division No. 1 v. Defendants: Petrocco Farms, Inc., Petrocco Family Limited Partnership, LLC, David Petrocco, Sr., Eugene Ritchey. 07CW12 STEVEN J. and PRISCILLA L. RICE, 13910 PINE GLEN DRIVE EAST, COLORADO SPRINGS, CO 80908.Telephone: (719)495-3210. Application of Underground Water Rights in EL PASO COUNTY. 2. Well Permits: State Engineer Well Permit No. 17336 is an exempt domestic well. 3. Legal Description of Wells and Subject Property: a) Existing Wells. Existing well having Permit Number 17336 is located in El Paso County on 5.05 acres of land described as the NE1/4 of the SW1/4 of Section 03, Township 12 South, Range 65 West of the 6th PM, Lot 20 in Pine Glen Subdivision having the street address of 13910 Pine Glen Drive East, Colorado Springs, Colorado 80908. The general

location of the property is shown on Attachment A to the Application “Subject Property”. All attachments mentioned herein are incorporated by reference and may be inspected at the Office of the Clerk of this Court. b) Additional Wells. Additional wells may be drilled into the Denver Basin aquifers pursuant to this application and subsequent decree. Well permit applications for well(s) to be drilled into the Denver Basin Aquifers which are subject to this application will be applied for prior to well drilling. The well(s) will be located at any location on applicant’s property consisting of approximately 5.05 acres of land located in El Paso County, described as the NE1/4 of the SW1/4 of Section 03, Township 12 South, Range 65 West of the 6th PM, on Lot 20 of the Pine Glen Subdivision, in El Paso County. 4. Source, Pumping Rates and Depth: a) Not- nontributary Ground Water. The source of the groundwater to be withdrawn from the Dawson aquifer is not-nontributary as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. Applicant plans to retain the existing permit for the exempt well located in the Dawson aquifer on the Subject Property. Well(s) to withdraw the remaining available Dawson aquifer groundwater will require replacement to the affected stream system of an amount of water equal to either the actual depletions caused by pumping such wells or four percent (4%) of the amount of water withdrawn pursuant to a judicially approved plan for augmentation. No such plan is sought herein. b) Nontributary Ground Water. The groundwater to be withdrawn from the Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in 37-90-103(10.5), C.R.S. Applicant will comply with the requirement to relinquish two percent (2%) of all such nontributary ground water withdrawn to the stream system. c) Average Pumping Rates and Well Depths, Future Wells. The wells will withdraw the subject groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property. 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. Applicants also claim the right to construct additional and/or replacement wells 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. Based on an average ground surface elevation of 7696 feet above mean sea level, on the Subject Property, the approximate depths to the top and bottom of each aquifer are as follows: Aquifer Depth to Top

(feet below ground surface) Depth to Bottom (feet below ground surface)

Dawson 198 1179 Denver 1190 2034 Arapahoe 2076 2569 Laramie-Fox Hills 2809 3253

These depths are approximate and are based on geologic and topographic information available from the Colorado State Engineers’ Office. Actual well completion depth(s) may vary from these estimates based on the actual geologic conditions below the Subject Property. 5. Date of Appropriation. Pursuant to Section 37-92-305(11) C.R.S. the date of appropriation, the date the water was applied to beneficial use, and the manner of initiation of the water rights sought herein are not applicable to the not- nontributary and nontributary groundwater rights sought herein, and no showings of, or applications for, reasonable diligence are required with respect to such water rights. 6. Amount Claimed. The estimated average annual amounts available for withdrawal from the aquifers underlying the Subject Property, as indicated below, are based on the Denver Basin Rules, 2 C.C.R. 402-6. The amount of available water for the Dawson aquifer reflects the total amount underlying the property minus the one acre-foot dedicated to the existing exempt Dawson well as specified in well permit number 17336. Applicants estimate the following annual amounts are representative of the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property:

Aquifer

Saturated Thickness (feet)

Specific Yield (percent)

Estimated Amount Available (Acre-ft)

Dawson (NNT) 491 20 4.0 Denver (NT) 385 17 3.3 Arapahoe (NT) 265 17 2.3 Laramie-Fox Hills (NT) 186 15 1.4

Pursuant to C.R.S. 37-92-305(11), Applicants request the Court to retain jurisdiction as necessary to provide for the adjustment of the average annual amount of groundwater in the not-nontributary Dawson, and nontributary Denver, Arapahoe and Laramie-Fox Hills aquifers of the Denver Basin underlying the subject property to conform to actual local aquifer characteristics as determined from adequate information obtained from well drilling or test holes. a) Banking. As allowed by the “banking” provisions of Rule 8.A of the Statewide Nontributary Groundwater Rules 2C.C.R. 402-7, Applicants claim the right to withdraw more water each year from each of the aquifers than 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 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. b) Well Field Provisions. 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. c) Adjustments Based on Site-Specific Data. As wells are drilled and site-specific data are obtained for each aquifer, different characteristics and sand thickness may be proven to exist and the total amount of groundwater available may change. Accordingly, Applicants request the right to revise these estimates and to obtain a decree for whatever amount of groundwater is shown to be in the Aquifers without the necessity of amending this application or republishing the same. 8. Proposed Uses. Water withdrawn through the existing exempt well located in the Dawson aquifer on the Subject Property will be used in accordance with the uses specified in permit 17336. The remaining ground water in the Dawson aquifer and the Devner, Arapahoe, and Laramie-Fox Hills ground water withdrawn pursuant the water rights claimed herein may be used, stored, reused and successively used to extinction and /or leased, sold or otherwise disposed of for all purposes including domestic, agricultural, commercial, irrigation, stock watering, recreational, fish and wildlife, fire protection, replacement of depletions, augmentation, exchange and any other beneficial uses on or off the Subject Property. 9. Names and Addresses of Owners of Land Upon Which the Wells are to be Located. Same as Applicants. There is one lien against the Property. Pursuant to C.R.S. 37-92-302(b), notice has been given to the lien holder, Countrywide Financial; a copy of the letter is attached to the Application as Attachment B. 10. Remarks. Applicants request the Court to enter a decree a) granting the application and confirming the Applicants’ right to withdraw groundwater from the nontributary Denver, Arapahoe and Laramie-Fox Hills Aquifers and that such water rights are vested property rights. And, further confirming the Applicants’ right to withdraw the not-nontributary Dawson with the provision that an application and approval of an augmentation plan to replace stream depletions caused by pumping from said aquifer will be required prior to withdrawal of Dawson aquifer groundwater and that such water rights are vested property rights b) The Applicant may retain the existing well under the exempt well Permit Number 17336; c) finding that 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; d) granting the right to withdraw such groundwater anywhere on the Subject Property, and waiving applicable spacing requirements; e) 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; f) granting the right to have two or more wells constructed into the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property be considered a well field pursuant to Rule 4.A. (13) and Rule 14 of the Statewide Nontributary Groundwater Rules, 2 C.C.R. 402-7 and the right to produce the total allowed annual allowed withdrawal claimed hereunder, including amounts claimed from each aquifer pursuant to the “banking” provisions, through a single well drilled into each aquifer or combination of wells drilled into each aquifer; g) finding that the groundwater in the Denver, Arapahoe, and Laramie-Fox Hills aquifers is “nontributary” as defined in C.R.S. 37-90-103 (10.5), and that the rate of withdrawal from each of said aquifers will not, within 100 years, deplete the flow of a surface stream at an annual rate greater than one-tenth of one percent of the annual rate of withdrawal. Further finding that the groundwater in the Dawson aquifer is not-nontributary and vested or conditionally decreed water rights of others will not be materially injured by the withdrawals proposed herein provided that no withdrawals of the not-nontributary ground water will be made except pursuant to a court approved augmentation plan. h) granting Applicants right to consume, by means of original use, reuse, and successive use, all but two percent of the amount of groundwater which will be withdrawn from the Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property; i) granting the right to withdraw more water each year from each of the aquifers than the average amount available annually from each, so long as the sum of the withdrawals from all of the wells completed into a particular aquifer does not exceed the product of the average annual amount of withdrawal available from that aquifer times the number of years since the date of issuance of a permit to construct a well into such aquifer or the date of this decree, whichever occurs first; j) 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; k) retaining jurisdiction to provide for the adjustment of the average annual amount of groundwater available in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers under the Subject Property to conform to actual local aquifer characteristics as determined from adequate information obtained from well drilling or test holes; l) and directing the State Engineer to issue well permits in conformance with this decree. (Application and attachments, 6 pages) 07CW13 DAVID B. AND VALERIA C. MILLER, 8905 BELVEAL ROAD, COLORADO SPRINGS, CO 80908. Telephone: (719) 495-2823. Application for Underground Water Rights in EL PASO COUNTY. 2. Well Permits: State Engineer Well Permit No. 130330 is an exempt domestic well. 3. Legal Description of Wells and Subject Property. a) Existing Wells. Existing well having Permit Number 130330 is located in El Paso County on 5.3 acres of land described as the NW1/4 of the SW1/4 of Section 03, Township 12 South, Range 65 West of the 6th PM, a distance of 2,230 feet from the South section line and 630 feet from the west section line, Lot 02 in Pine Glen Subdivision having the street address of 8905 Belveal Drive, Colorado Springs CO 80908. The general location of the property is shown on Attachment A to the Application “Subject Property”. All attachments mentioned herein are incorporated by reference and may be inspected at the Office of the Clerk of this Court. b) Additional Wells. Additional wells may be drilled into the Denver Basin aquifers pursuant to this application and subsequent decree. Well permit applications for well(s) to be drilled into the Denver Basin Aquifers

which are subject to this application will be applied for prior to well drilling. The well(s) will be located at any location on applicant’s property consisting of approximately 5.3 acres of land located in El Paso County, described as the NW1/4 of the SW1/4 of Section 03, Township 12 South, Range 65 West of the 6th PM, on Lot 02 of the Pine Glen Subdivision, in El Paso County. 4. Source, Pumping Rates and Depth. a) Not-nontributary Ground Water. The source of the groundwater to be withdrawn from the Dawson aquifer is not-nontributary as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. Applicant plans to retain the existing permit for the exempt well located in the Dawson aquifer on the Subject Property. Well(s) to withdraw the remaining available Dawson aquifer groundwater will require replacement to the affected stream system of an amount of water equal to either the actual depletions caused by pumping such wells or four percent (4%) of the amount of water withdrawn pursuant to a judicially approved plan for augmentation. No such plan is sought herein. b) Nontributary Ground Water. The groundwater to be withdrawn from the Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in 37-90-103(10.5), C.R.S. Applicant will comply with the requirement to relinquish two percent (2%) of all such nontributary ground water withdrawn to the stream system. c) Average Pumping Rates and Well Depths, Future Wells. The wells will withdraw the subject groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property. 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. Applicants also claim the right to construct additional and/or replacement wells 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. Based on an average ground surface elevation of 7640 feet above mean sea level, on the Subject Property, the approximate depths to the top and bottom of each aquifer are as follows: Aquifer Depth to Top

(feet below ground surface) Depth to Bottom (feet below ground surface)

Dawson 136 1110 Denver 1120 1980 Arapahoe 2025 2515 Laramie-Fox Hills 2750 3100

These depths are approximate and are based on geologic and topographic information available from the Colorado State Engineers’ Office. Actual well completion depth(s) may vary from these estimates based on the actual geologic conditions below the Subject Property. 5. Date of Appropriation. Pursuant Section 37-92-305 (11) C.R.S. the date of appropriation, the date the water was applied to beneficial use, and the manner of initiation of the water rights sought herein are not applicable to the not-nontributary and nontributary groundwater rights sought herein, and no showings of, or applications for, reasonable diligence are required with respect to such water rights. 6. Amount Claimed. The estimated average annual amounts available for withdrawal from the aquifers underlying the Subject Property, as indicated below, are based on the Denver Basin Rules, 2 C.C.R. 402-6. The amount of available water for the Dawson aquifer reflects the total amount underlying the property minus the one acre-foot dedicated to the existing exempt Dawson well as specified in well permit number 130330. Applicants estimate the following annual amounts are representative of the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property: Aquifer

Saturated Thickness (feet)

Specific Yield (percent)

Estimated Amount Available (Acre-ft)

Dawson (NNT) 490 20 5.1

Denver (NT) 390 17 3.5 Arapahoe (NT) 265 17 2.4 Laramie-Fox Hills (NT) 190 15 1.5

Pursuant to C.R.S. 37-92-305(11), Applicants request the Court to retain jurisdiction as necessary to provide for the adjustment of the average annual amount of groundwater in the not-nontributary Dawson, and nontributary Denver, Arapahoe and Laramie-Fox Hills aquifers of the Denver Basin underlying the subject property to conform to actual local aquifer characteristics as determined from adequate information obtained from well drilling or test holes. a) Banking. As allowed by the “banking” provisions of Rule 8.A of the Statewide Nontributary Groundwater Rules 2 C.C.R. 402-7, Applicants claim the right to withdraw more water each year from each of the aquifers than 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 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. b) Well Field Provisions. 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. c) Adjustments Based on Site-Specific Data. As wells are drilled and site-specific data are obtained for each aquifer, different characteristics and sand thickness may be proven to exist and the total amount of groundwater available may change. Accordingly, Applicants request the right to revise these estimates and to obtain a decree for whatever amount of groundwater is shown to be in the Aquifers without the necessity of amending this application or republishing the same. 8. Proposed Uses. Water withdrawn through the existing exempt well located in the Dawson aquifer on the Subject Property will be used in accordance with the uses specified in permit 130330. The remaining Dawson ground water and the Denver, Arapahoe, and Laramie-Fox Hills aquifer water withdrawn pursuant to the water rights claimed herein may be used, stored, reused and successively used to extinction and /or leased, sold or otherwise disposed of for all purposes including domestic, agricultural, commercial, irrigation, stock watering, recreational, fish and wildlife, fire protection, replacement of depletions, augmentation, exchange and any other beneficial uses on or off the Subject Property. 9. Names and Addresses of Owners of Land Upon Which the Wells are to be Located. Same as Applicants. There is one lien against the Property. Pursuant to C.R.S. 37-92-302(b), notice has been given to the lien holder, Attachment C is an Affidavit that U.S. Bank, mortgage holder, has been notified pursuant to CRS 3792-302(2)(b) by the Applicants. 10. Remarks. Applicants request the Court to enter a decree a) granting the application and confirming the Applicants’ right to withdraw groundwater from the nontributary Denver, Arapahoe and Laramie-Fox Hills Aquifers and that such water rights are vested property rights. And, further confirming the Applicants’ right to withdrawal the not-nontributary Dawson with the provision that an application and approval of an augmentation plan to replace stream depletions caused by pumping from said aquifer will be required prior to withdrawal of Dawson aquifer groundwater and that such water rights are vested property rights b) The Applicant may retain the existing well under the exempt well Permit Number 130330; c) finding that 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; d) granting the right to withdraw such groundwater anywhere on the Subject Property, and waiving applicable spacing requirements; e) 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; f) granting the right to have two or more wells constructed into the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property be considered a well field pursuant to Rule 4.A. (13) and Rule 14 of the Statewide Nontributary Groundwater Rules, 2 C.C.R. 402-7 and the right to produce the total allowed annual allowed withdrawal claimed hereunder, including amounts claimed from each aquifer pursuant to the “banking” provisions, through a single well drilled into each aquifer or combination of wells drilled into each aquifer; g) finding that the groundwater in the Denver, Arapahoe, and Laramie-Fox Hills aquifers is “nontributary” as defined in C.R.S. 37-90-103 (10.5), and that the rate of withdrawal from each said aquifers will not, within 100 years, deplete the flow of a surface stream at an annual rate greater than one-tenth of one percent of the annual rate of withdrawal. Further finding that the groundwater in the Dawson aquifer is not-nontributary and vested or conditionally decreed water rights of others will not be materially injured by the withdrawals proposed herein provided that no withdrawals of the not-nontributary ground water will be made except pursuant to a court approved augmentation plan. h) granting Applicants right to consume, by means of original use, reuse, and successive use, all but two percent of the amount of groundwater which will be withdrawn from the Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the Subject Property; i) granting the right to withdraw more water each year from each of the aquifers than the average amount available annually from each, so long as the sum of the withdrawals from all of the wells completed into a particular aquifer does not exceed the product of the average annual amount of withdrawal available from that aquifer times the number of years since the date of issuance of a permit to construct a well into such aquifer or the date of this decree, whichever occurs first; j) 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; k) retaining jurisdiction to provide for the adjustment of the average annual amount of groundwater available in the Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers under the Subject Property to conform to actual local aquifer characteristics as determined from adequate information obtained from well drilling or test holes; l) and directing the State Engineer to issue well permits in conformance with this decree. All attachments mentioned herein are incorporated by reference and may be inspected at the Office of the Clerk of this Court. (Application and attachments, 8 pages) 07CW14 Thompson Ranch Development Company, 1401 South Taft, Suite 200, Loveland, Co 80537. Sean D. Rutledge, Rutledge Law Office, 1905 W. 8th St., Suite 204, Loveland, CO 80537. Application for Change of Water Rights, in WELD AND LARIMER COUNTIES. Structure Name, Decree and Well Permit Number (if applicable). Decreed name of structure for which change is sought: Farmers Irrigating Canal (a.k.a. Farmers Irrigating Ditch, Farmers Ditch). The Point of diversion for the Farmers Irrigating Canal is located on the Big Thompson River, in the NW1/4 of the NE1/4 of Section 23, Township 5 North, Range 69 West of the 6th P.M., Larimer County, Colorado.By this proceeding, Applicant seeks to change the following rights carried in the Farmers Irrigating Canal to the uses described in Paragraph 4 of the Application: (a) 3.0 c.f.s. commonly known as the “Number One Right”; (b) 3.75 out of 30 shares issued by Reorganized Farmers Irrigating Canal Company (“Farmers Shares”). The Water Rights shall be referred to collectively herein as the “Subject Rights”.From Previous decrees: A description of the relevant decrees is provided herein for all rights included in the Subject Water Rights. A categorical distinction is made between the Number One Right, water rights granted by virtue of an original appropriation to the Farmers Irrigating Canal, and those subsequently transferred into the Farmers Irrigating Canal respectively. 3.1 The Number One Right A. Dates Entered and General

Information: The Number One Right was originally part of a 96.5 c.f.s. entitlement adjudicated to the Big Thompson Ditch on May 28, 1883. The Big Thompson Ditch is no longer in existence. Of the original 96.5 c.f.s., 3.0 c.f.s. was transferred by Applicants’ predecessor in interest to the Farmers Irrigating Canal pursuant to the Decree issued by the District Court in Boulder County, Civil Action 51934, June 4, 1913. B. The Decreed Point of Diversion (Section 3.1- Section 3.3): The headgate of the Farmers Irrigating Canal is located on the Big Thompson River, in the NW1/4 of the NE1/4 of Section 23, Township 5 North, Range 69 West of the 6th P.M.C. Source (Section 3.1- Section 3.3): Big Thompson River, tributary to the South Platte. D. Appropriation Date and Amounts: November 10, 1861 (96.5 c.f.s.). The amount subject to this Application is 3.0 c.f.s. E. Historical Uses (Section 3.1-Section 3.3): i. The Number One Right was historically used, in conjunction with 1.5 of the 3.75 Farmers Shares, to irrigate approximately 218.6 acres South of the Farmers Irrigating Canal and located on a parcel known as the Thompson Ranch Property. The Thompson Ranch totals approximately 316 acres and is located generally in the NW1/4 and SW1/4 of Section 14 and the E1/2 of NE1/4 of Section 15, Township 5 North, Range 68 West of the 6th P.M. in Larimer County, Colorado. Representative crops grown included corn, sugar beets, spring grains and pinto beans. ii. 1.25 of the 3.75 Farmers Shares that are included in this Application were used to irrigate approximately 57.7 acres South of the Farmers Irrigating Canal located on the parcel known as Gerrard Family Limited Partnership Property (“Gerrard Property”). The Gerrard Property totals 138.4 acres and is located generally in the NE1/4 of Section 14, Township 5 North, Range 68 West of the 6th P.M. in Larimer County, Colorado. Representative crops grown included corn, alfalfa, spring grains, sugar beets, and pinto beans. iii. 1 of the 3.75 Farmers Shares that were used to irrigate approximately 32.5 acres South of the Farmers Irrigating Canal located on a parcel of land known as the Arndt Property. The Arndt property totals 41.3 acres and is located, generally in the W1/2 of the NE1/4 of Section 15, Township 5 North, Range 68 West of the 6th P.M. Representative crops grown included spring grains, alfalfa, and corn . A map of all historically irrigated properties is included as Exhibit A. 3.2 Direct flow rights, by original appropriation, decreed to the Farmers Irrigation Canal: The Subject Rights include a proportional interest (12.5%) in the water rights originally adjudicated to the Farmers Irrigating Canal described herein. A. Date Entered: May 28, 1883, Boulder County District Court, B. Appropriation Dates and Amounts: (1) May 1, 1864, (priority number 4), 5.72 c.f.s. (2) June 1, 1868, (priority number 14.5), 2.6 c.f.s. (3) August 1, 1878, (priority number 41), 54.08 c.f.s. 3.3 Direct flow rights, transferred from the Big Thompson Ditch and Manufacturing Company Ditch to the Farmers Irrigation Canal: Applicants 3.75 shares in the Reorganized Farmers Ditch Company includes a proportional (12.5%) interest in the 3 and 3/8 of the 48 original outstanding shares issued by the Big Thompson Ditch and Manufacturing Company and subsequently transferred to the Farmers Irrigation Canal pursuant to the following adjudications: (1) Case No. 261, March 23, 1914, Boulder County District Court, transferring 3.0 c.f.s., ( 1 share) (2) Case No. 265, June 30, 1914, Boulder County District Court, transferring 2.66 c.f.s. (7/8 share) (3) Case No. 276, June 8, 1915, Boulder County District Court, transferring 1.7 c.f.s. (2/3 share less 15% as condition of transfer). As a result of these change cases, Applicant has a proportional entitlement to the water rights originally decreed to the Big Thompson Ditch and Manufacturing Company, described as follows: A. Date Entered: May 28, 1883, Boulder County District Court, B. Appropriation Dates and Amounts: (1) April 1, 1863, (priority number 2), 34.02 c.f.s. (2) May 1, 1864, (priority number 4), 37.01 c.f.s. (3) March 1, 1867 (priority number 10.5), 65.47 c.f.s. 1. Proposed Changes: Applicant seeks a decree that satisfies the obligations and contingencies defined in the Non-potable Irrigation Water Agreement entered into with the Municipality of Johnstown. Applicant requests specifically, authorization to use the Subject Rights in satisfaction of the non-potable water requirements associated with its residential and commercial development of approximately 544 acres known as the 2534 Development. The 2534 Development is situated generally in the NE1/4, NW1/4, and SW1/4 of Section 14, as well as the NE1/4 of Section 15 of Township 5 North, Range 68 West of the 6th Principal Meridian, Larimer County,

Colorado and comprises the Thompson Ranch, Gerrard and Arndt Properties as described above. A. Place of Use: The Subject Rights shall continue to be diverted from the Big Thompson River through the Farmers Irrigating Canal headgate. Subject to appropriate terms and conditions that will prevent an expansion of use, the water shall be allocated for use in the non-potable irrigation system that will irrigate open spaces and common areas located on the 2534 Development Property. To the extent yields of the Subject Rights are fully consumable as described in Paragraph 4.C., such yields may also be used for the purposes described herein anywhere on other nearby developments annexed into the Municipality of Johnstown, including the following: (i) Iron Horse Development. Comprising three individual parcels totaling 162.8 acres and all located generally in the N1/2 of Section 13, Township 5 North, Range 68 West of the 6th P.M. (ii) Miracle on 34 Development: Totaling 450 acres located generally in Sections 12, Township 5 North, Range 68 West of the 6th P.M. (iii) Hariri Development: Totaling 51 acres located generally in the SW1/4 of Section 11, Township 5 North, Range 68 West of the 6th P.M. (iv) Maxfield Development: totaling 161.9 acres located generally in the North1/2 of Section 14, Township 5 North, Range 68 West of the 6th P.M. (v) 2534 Northwest Development: Totaling 6.24 acres located generally in N/W1/4 of the N/E1/4 of Section 15, Township 5 North, Range 68 West of the 6th P.M. A map illustrating these developments is included as “Exhibit B” Water may be stored in facilities constructed on the 2534, Miracle on 34, and Iron Horse Development properties, including, without limitation, the following: (i) Gerrard Seepage Pond: Located in the SW1/4 of NE1/4 of Section 14, Township 5 North, Range 68 West of the 6th P.M. (16 Acre-Feet estimated capacity) (ii) 2534 Pond: Located in the NE1/4 of Section 15, Township 5 North, Range 68 West of the 6th P.M. (19 Acre-Feet estimated capacity). A. Type of Use: The Subject Rights are currently decreed for irrigation on a direct flow basis. Applicant proposes to change the Subject Rights so that they may be used directly or stored and subsequently used for additional purposes including, piscatorial, aesthetic, industrial, augmentation, residential landscaping, substitution and exchange. A. Determination of Fully Consumable Water: To operate this change without injury, Applicant shall quantify historical consumptive use and return flows of the Subject Water Rights. The same shall be computed assuming the changes proposed herein. Water yielded by the Subject Water Rights which was historically consumed and for which any required return flow obligations has been met will be fully consumable by the Applicant by use, reuse, successive use, disposition, augmentation, replacement and exchange. 5. Ownership Information: Reorganized Farmers Ditch Company 26442 West County Road 15, Loveland, Colorado, Raymond and Carol J. Maxfield 629 N. County Road 3 Loveland, CO 80537, Edith M. Brown, 123 N. County Road 3, Loveland, CO 80537, Yaha and Rose Anne Hairiri, 7874 Windsong Drive, Windsor, CO 80550, Location, Location, Location, LLC 1502 West Shore Drive, Loveland, CO 80538, Town of Johnstown, c/o Town Manager 101 Charlotte St. Johnstown, CO 80534, Iron Horse LLC, Attn. Troy McWhinney, 2725 Rocky Mtn. Ave., Suite 200 Loveland, CO 80538, Miracle on 34, LLC, 1218 West Ash Street, Suite A, Windsor, CO 80550, 6. Summaries of Diversions: Summaries of Diversions of the Subject Rights are included as “Exhibit C”. 7. Further Remarks: 7.1. Return Flows: Return flows from the Subject Rights have historically been to the Big Thompson River. Return flows from all uses shall continue to return to the Big Thompson River at historical locations and through other structures including, but not limited to those described in Paragraphs 2, 4 and 7.1.1. Replacements of historical return flows will be made in time, place, and amount as necessary to prevent injury to other vested and conditional rights. To the extent predicted return flows are less than historical return flows in any month under the changes proposed herein, Applicant shall deliver to the river system fully consumable water necessary to satisfy such deficit, if any. Sources of fully consumable water will include any water so decreed sufficient for the purposes described herein, including, but not limited to Johnstown Municipal effluent. 7.1.1 Johnstown Effluent: Municipal Water Rights for the Municipality of Johnstown were decreed in 90CW202 and 98CW410. Further adjudications are currently pending in 06CW109 and 06CW224. Applicant shall be entitled to use fully consumable effluent to the extent such

effluent is in surplus of return flow obligations as set forth in Johnstown Municipal Decrees, whether presently owned or future acquired. Fully consumable effluent may be may be delivered to the river system through structures owned and operated by Johnstown, including, without limitation, the following: (i) Low Point Waste Water Treatment Plant Outfall. Located in N1/4 of NW1/4 of Section 24, Township 5N, Range 68 West, 6th PM, 1250 feet from the West Section line and 445 feet from the North Section line. (ii) Low Point Water Quality and Detention Pond: Located West of the Low Point Waste Water Treatment Plant in the NW1/4 of the SW1/4 of Section 24, Township 5N, Range 68 West, 6th PM. (iii)Town of Johnstown Central Waste Water Treatment Plant: Located in NE1/4 of NE1/4 of Section 10, Township 4 North, Range 67 West of the 6th P.M. 7.2. Limitations of Application: Applicant is specifically not requesting a change in point of diversion of any of the Subject Rights, nor claiming the right to reuse irrigation return flows, nor claiming the right to use the water for municipal purposes. Applicant requests findings of historical consumptive use only as they pertain to the Subject Rights, and is not attempting to establish precedent with respect to any other water rights. 8. Prayer: WHEREFORE, Applicants pray that this Court enter a decree granting this Application, for a finding that the change requested herein will not injuriously affect other owners or users of vested or conditional water rights, and for such other relief as it deems just and proper. Dated this the 29th Day of January, 2007 07CW15 Stephen Kosciolek and Melanie Kosciolek, 8613 Gray Fox Drive, Evergreen, Colorado 80439, North Fork Associates, LLC and the Mountain Mutual Reservoir Company, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON AND PARK COUNTIES. APPLICATION FOR UNDERGROUND WATER RIGHT: 1. Name of Well and Permit, Registration or Denial Number: Kosciolek Well No. 1. Legal Description of the Well: The Kosciolek Well No. 1 will be located in the SE1/4 SW1/4 of Section 19, Township 6 South, Range 70 West, 6th P.M., Jefferson County, Colorado, at a point approximately 450 feet from the South Section line and 2,000 feet from the West Section line of said Section 19. The well can also be described as being on Lot 2 of Exemption Survey Case No. E130-12-83. 3.A. Source of Water: Ground water that is tributary to Deer Creek and the South Platte River. 3.B. Depth of Well: 800 feet, approximate. Date of Appropriation: January 30, 2007. 4.B. How Appropriation was Initiated: Field survey and the filing of this application. 4.C. Date Water Applied to Beneficial Use: N/A. 5. Amount Claimed: 15 gallons per minute, Conditional. 6. Uses: Domestic and ordinary household purposes, the watering of livestock, irrigation and fire protection. 7. Names and Address of Owners of Land on which the Well will be Located: The Koscioleks, as described above. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: The Kosciolek Well No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. The Koscioleks have entered into a contract with North Fork Associates, LLC to purchase 2.2 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 2.2 shares represent the right to receive 0.069 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders. b. MMRC owns water rights decreed to the Parmalee Ditch No. 1, the Carruthers Ditch No. 2 and the Nickerson Ditch No. 2 ("Nickerson Ditch water rights"), portions of which will be used to replace the out-of-priority depletions from the Kosciolek Well No. 1. The Nickerson Ditch water rights have a priority date of May 1, 1867 and were decreed in the original adjudication for former Water District No. 23 by the Park County District Court on May 22, 1913 in Civil Action No. 1678. Historically, the Nickerson Ditch water rights were diverted from Deer Creek at the headgate of the Nickerson Ditch No. 2 in the NW1/4 SE1/4 of Section 9, Township 7 South, Range 72 West, 6th P.M., Park County. Such diversions no longer occur. The terms and conditions under which the

Nickerson Ditch water rights are used for augmentation, replacement and storage purposes are described in the Decree entered by the District Court for Water Division 1 in Case No. 2000CW174, dated October 11, 2002, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2000CW174 for more detailed information. c. Consumable water stored in Maddox Reservoir and/or the Lower Sacramento Creek Reservoir No. 1 will be released to the stream system when the Nickerson Ditch water rights are out-of-priority. The Lower Sacramento Creek Reservoir No. 1 is located in the NE1/4 NW1/4 of Section 32 and the SE1/4 of Section 29, Township 9 South, Range 77 West, 6th P.M., Park County. It was originally decreed in Case No. W-7741-74 for domestic, municipal, commercial, industrial, irrigation, fish and wildlife propagation, recreational and all other beneficial purposes, including exchange to compensate for depletions in the South Platte River or its tributaries. Maddox Reservoir is located in the NE1/4 SW1/4 of Section 22, Township 7 South, Range 73 West, 6th P.M., Park County. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The Koscioleks own a tract of land consisting of approximately 13 acres that is located in the SE1/4 SW1/4 of Section 19, Township 6 South, Range 70 West, 6th P.M., Jefferson County. The property is depicted on the attached Exhibit "A." The Koscioleks plan to construct a single family residence on the property. Water for the residence will be obtained from the Kosciolek Well No. 1. b. Wastewater from all in-building uses of water from the Kosciolek Well No. 1 will be treated utilizing a non-evaporative septic system with a soil absorption leach field. Return flows will be to an unnamed tributary of the North Fork of Deer Creek. c. Based on engineering studies, it is assumed that the maximum average occupancy for the proposed single family residence will be 3.5 persons and that the per capita daily water usage will not exceed 80 gallons. The augmentation plan will also cover the watering of two horses and the irrigation of 500 square feet of lawn grass or equivalent gardens. Water requirements for horses are assumed to be 10 gallons per animal per day. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. Gross irrigation requirements for gardens are anticipated to be no more than 0.5 of an acre foot of water per irrigated acre. The total volume of water to be diverted is projected to be approximately 0.35 of an acre foot per year. d. Depletions associated with water that is used inside the single family residence will be based on a ten percent (10%) consumption factor. All of the water supplied to horses is assumed to be consumed. Consumption of lawn grass at this location is 1.0 acre foot per acre. Consumption of gardens is 0.4 of an acre foot per acre. The consumptive use for irrigation operations was determined using the SCS TR-21 modification to the Blaney Criddle consumptive use method with the Pochop elevation adjustment, and the Evergreen turf adjustment as outlined in a report prepared by Blatchley Associates, Inc., which is titled "Turf Irrigation in Mountainous Areas of Evergreen, Colorado." Maximum stream depletions, including any applicable stream transportation charges, are not anticipated to exceed 0.069 of an acre foot per year. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April 23 through October 31, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Nickerson Ditch water rights. During times when the Nickerson Ditch water rights are not in priority and during the non irrigation season, depletions will be augmented by releasing water from Maddox Reservoir or the Lower Sacramento Creek Reservoir No. 1. Transportation charges from the point where water is released from MMRC's facilities to the stream system, to the point of depletion from the subject well, will be computed on the basis of 0.13 percent per mile. g. Since the point of depletion associated with water use from the Kosciolek Well No. 1 is on a side tributary of the South Platte River, the Koscioleks assert an appropriative right of substitute supply

and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). Water released from the MMRC facilities described herein will be carried in the stream channel to the confluence of Deer Creek and the South Platte River, located in the SE1/4 NE1/4 of Section 11, Township 6 South, Range 69 West, 6th P.M. From there, the water will be exchanged up Deer Creek to the confluence of Deer Creek and the North Fork of Deer Creek in the SE1/4 SE1/4 of Section 11, Township 6 South, Range 70 West, 6th P.M.; thence up the North Fork of Deer Creek to its confluence with an unnamed tributary in the NW1/4 SE1/4 of Section 19, Township 6 South, Range 70 West, 6th P.M.; and thence up the unnamed tributary to the point of depletion in the NE1/4 SW1/4 of Section 19, Township 6 South, Range 70 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in the North Fork of Deer Creek, Deer Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of January 30, 2007, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Names and Address of Owners of Land on which New Structures will be Located: Structure described in Paragraph No. 1. The Koscioleks, as described above. WHEREFORE, the Koscioleks request the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Koscioleks also request a determination that the well described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Koscioleks further request the entry of an Order directing the State Engineer to issue a permit for the construction and use of the subject wells. (6 pages and one exhibit). 07CW16 CHARLES HARDIN APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, CHARLES HARDIN, Applicant, IN ELBERT COUNTY. 1. Name, address, and telephone number of Applicant: Charles Hardin, 7490 SE Cherry Creek Road, Franktown, CO 80116, (720) 936-3631 through his Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702, 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 40 acres of land located in the NW1/4SW1/4 of Section 22, T9S, R65W of the 6th P.M., as shown on Attachment A hereto ("Subject Property"). 4.Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in Section 37-90-103(10.5), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicant will withdraw the subject groundwater through wells to be located at any location on the Subject Property, including an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 121746 which will be re-permitted to operate pursuant to the augmentation plan requested below, when necessary. Applicant waives any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin

Rules, 2 C.C.R. 402-6. Applicant estimates the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount Upper Dawson 241 feet 19 acre-feet Lower Dawson 147 feet 11 acre-feet Denver 237 feet 16 acre-feet Arapahoe 242 feet 16 acre-feet Laramie-Fox Hills 186 feet 11 acre-feet 6. Well Field: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicant's well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, and successively used for domestic, commercial, industrial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9.Description of plan for augmentation: A. Groundwater to be augmented: Approximately 4.85 acre-feet per year over a pumping period of 300 years of Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water.C.Statement of plan for augmentation: The Upper Dawson water will be used through one or more wells, including the existing well, which will withdraw at rates of flow necessary to efficiently withdraw the amount herein. The water will be used for domestic use in up to three residences (1.2 acre-feet per year), irrigation of up to one acre of irrigated area (2.0 acre-feet), stockwatering of 15 large domestic animals (0.15 acre-feet), use in a dog kennel operation, including animal watering, maintenance and cleaning (0.5 acre-feet), and for storage (1.0 acre-feet). Applicant reserves the right to amend the amount and values based on final planning of the Subject Property. Sewage treatment for inhouse use will be provided by a non-evaporative septic system. Consumptive use associated with in-house use will be approximately 10% of water used and it is estimated that approximately 10% of water used for irrigation will be returned to the stream system. Stockwatering, use in the kennel, and storage will be 100% consumptively used. During pumping Applicant will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicant estimates that depletions may occur to the Cherry Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an equal amount of nontributary Laramie-Fox Hills aquifer groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7.B.Applicant will withdraw up to 4.85 acre-feet per year for 300 years of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S.

07CW17 APPLICATION FOR CHANGE OF WATER RIGHT SHELLEY VALENTINE AND PATRICIA RENNICK, Applicants, IN ELBERT COUNTY. 1.Name, address and telephone number of Applicants: Shelley Valentine and Patricia Rennick, 20292 E. Layton Lane, Aurora, CO 80015, (303) 944-4501 through their attorneys Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. 2. Decree information for which change is sought: Terms and conditions of plan for augmentation in Case No. 2001CW212, Water Division 1. Applicants are the owners of Lot 3, Signal Ridge, Block B, which is generally located in part of the S1/2 of Section 22, T7S, R65W of the 6th P.M., as shown on Attachment A hereto (Subject Property). 3.Proposed change: The decree in Case No. 2001CW212 approved a plan for augmentation to allow use of 1 acre-foot per year for 300 years of not nontributary Upper Dawson aquifer groundwater for inhouse use, irrigation of 7500 square-feet of lawn and garden, and stockwatering of four large domestic animals. Applicants are the owners of and have the right to withdraw and use 1 acre-foot of the Upper Dawson aquifer groundwater for use on their lot pursuant to the plan for augmentation. Applicants request that the use of the 1 acre-foot per year be changed for use in two residences, limited irrigation, and stockwatering use. Depletions occur to the South Platte River stream systems, and the original decree found that return flows from use of the Upper Dawson aquifer groundwater was sufficient to replace actual depletions. The new use in two residences will return more water to the stream systems through non-evaporative septic systems and no injury will occur to vested or conditional water rights. No other parts of the decree will be changed. 07CW18 APPLICATION OF CASTLE ROCK DEVELOPMENTS, LLC, IN DOUGLAS COUNTY. APPLICATION FOR CHANGE OF GROUND WATER RIGHTS Applicants: 1. Name, address and telephone number of Applicant, Castle Rock Developments, LLC, 3033 East First Avenue, Suite 410, Denver, CO 80206, (303) 394-5500 through their Attorneys: Petrock & Fendel, P.C., Frederick A. Fendel, III, Atty. Reg. #10476, Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. 2. Decree information for which change is sought: Case Nos. 84CW196 and 197 as decreed on April 29, 1987. The property which is the subject of the decrees is approximately 3888 acres located in the Sections 27, 28, 29, 32, 33, and 34, T7S, R67W, and Section 3, 4, 5, 9, and 10, T8S, R67Wof the 6th P.M., as shown on Attachment A hereto (Subject Property). 3. Proposed change: Case No. 84CW196 quantified not nontributary Denver aquifer groundwater and Case No. 84CW197 quantified not nontributary Dawson aquifer groundwater underlying the Subject Property. The decrees describe specific well sites, and allow for additional and supplemental wells anywhere within the Subject Property, subject to a setback provision prohibiting location of wells within 300 feet of the property boundary. This application seeks four new specifically-described well sites for additional and supplemental wells located within the 300 foot setback. The setback will remain in force elsewhere on the Subject Property. The proposed well sites are described below. No other parts of the original decree will be changed. A. Well 10A: Located in the SE1/4NW1/4 of Section 10, T8S, R67W, at a point approximately 2472 feet from the west and 2045 feet from the north section lines of said Section 10. B.Well 10B: Located in the SW1/4SW1/4 of Section 3, T8S, R67W, at a point approximately 221 feet from the west and 42 feet from the south section lines of said Section 3. C.Well 10C: Located in the SE1/4NE1/4 of Section 9, T8S, R67W, at a point approximately 386 feet from the east and 1629 feet from the north section lines of said Section 9. D.Well 7A: Located in the SW1/4SE1/4 of Section 34, T7S, R67W, at a point approximately 1511 feet from the east and 230 feet from the south section lines of said Section 34. 07CW19 MERLE AND MAURI TRACY APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR

APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS IN DOUGLAS COUNTY, 1. Name, address, and telephone number of Applicants: Merle and Mauri Tracy, 11230 East Daley Circle, Parker, CO 80134, (303) 905-5596, through their Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 24 acres of land located in the W1/2 SE1/4 of Section 21, T7S, R65W of the 6th P.M., as described and shown on Attachment A hereto ("Subject Property"). 4.Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in 37-90-103 (10.5), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to efficiently withdraw the decreed amounts. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property, including an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 131553 which will be re-permitted to operate pursuant to the augmentation plan requested below, when necessary. Applicants waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicants estimate the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount Upper Dawson 155 feet 7.5 acre-feet Lower Dawson 60 feet 2.8 acre-feet Denver 198 feet 8.0 acre-feet Arapahoe 239 feet 9.8 acre-feet Laramie-Fox Hills 186 feet 6.7 acre-feet 6. Well Field: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, and successively used for domestic, commercial, industrial, irrigation, stockwatering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: Approximately 3 acre-feet per year of the Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. C. Statement of plan for augmentation: The Upper Dawson water will be used through one or more wells, including the existing well, which will withdraw at rates of flow necessary to efficiently withdraw the amount herein. The water will be used for domestic use in one residence and an apartment or caretakers unit (0.8 acre-feet per year), irrigation of up to 10,000 square-feet of lawn, garden, and trees (0.6 acre-feet), and stockwatering of 40 large domestic

animals (1 acre-foot), use in a barn and horse boarding operation, including sanitary facilities, dust suppression, fire protection, and maintenance and cleaning (0.5 acre-feet), and for use in a water storage feature (0.1 acre-feet). Applicants reserve the right to amend the amount to be withdrawn and the values based on final planning considerations of the Subject Property. Sewage treatment for inhouse and use in sanitary facilities will be provided by non-evaporative septic systems. Consumptive use associated with in-house and sanitary facilities will be approximately 10% of with irrigation will be approximately 90%. Stockwatering and other described uses will be 100% consumptively used. During pumping Applicants will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicants estimate that depletions may occur to the Cherry Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary Laramie-Fox Hills aquifer groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7., B. Applicants will withdraw up to 3 acre-feet per year for 100 years of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S. 07CW20. MERLE AND MAURI TRACY, Applicants, IN DOUGLAS COUNTY., APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION,IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS. 1. Name, address, and telephone number of Applicants: Merle and Mauri Tracy, 11230 East Daley Circle, Parker, CO 80134, (303) 905-5596 Attorneys: Petrock & Fendel, P.C., Scott M. Huyler, Atty. Reg. #27342, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 35 acres of land located in the S1/2 of Section 21, T7S, R65W of the 6th P.M., as described and shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in 37-90-103(10.5), C.R.S. 5.Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to efficiently withdraw the decreed amounts. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property. Applicants waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicants estimate the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount

Upper Dawson 154 feet 11 acre-feet* Lower Dawson 61 feet 4 acre-feet Denver 196 feet 12 acre-feet Arapahoe 240 feet 14 acre-feet Laramie-Fox Hills 187 feet 10 acre-feet *Part of the Upper Dawson aquifer will be reserved for use through an exempt well. 6. Well Field: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, and successively used for domestic, commercial, industrial, irrigation, stockwatering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: Approximately 3.4 acre-feet per year of the Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. C. Statement of plan for augmentation: The Upper Dawson water will be used through one or more wells, which will withdraw at rates of flow necessary to efficiently withdraw the amount herein. The water will be used for domestic use in two residences (0.8 acre-feet per year), irrigation of up to one acre of irrigated area (2.0 acre-feet), and stockwatering of 8 large domestic animals (0.1 acre-feet), and use in a water storage feature (0.5 acre-feet). Applicants reserve the right to amend the amount to be withdrawn and the values based on final planning considerations of the Subject Property. Sewage treatment for inhouse and use in sanitary facilities will be provided by non-evaporative septic systems. Consumptive use associated with in-house and sanitary facilities will be approximately 10% of with irrigation will be approximately 90%. Stockwatering and other described uses will be 100% consumptively used. During pumping Applicants will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicants estimate that depletions may occur to the Cherry Creek stream system. Return flows from use of the subject water rights via that stream system will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary Laramie-Fox Hills aquifer groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicants will withdraw up to 3.4 acre-feet per year for 100 years of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S. 07CW21 (previously 90CW189, 98CW416) PINNEO FEEDLOT, LLC, Attn: Joel Chisum, Manager, 32295 U.S. Highway 34, P.O. Box 384, Brush, Colorado 80723, Telephone: 970-842-0701 c/o James S. Witwer, Laurianne M. Jackson, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203, Telephone: 303-861-1963. RIVERSIDE RESERVOIR AND LAND COMPANY, AND RIVERSIDE IRRIGATION DISTRICT, Attn: Don Chapman,

Superintendent, 221 East Kiowa Avenue, Fort Morgan, Colorado 80701, Telephone: 970-867-6586 c/o Mark J. Wagner, Hill & Robbins P.C., 1441 18th Street, Suite 100, Denver, Colorado 80202, Telephone: 303-296-8100. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE PORTIONS OF CONDITIONAL WATER RIGHTS ABSOLUTE, IN WELD AND MORGAN COUNTIES. 2. Name of structures: Wildcat Reservoir and Headley Recharge Pond Nos. 1, 2, 3, 4, 5 and 6 (the “Recharge Ponds”). 3. Description of conditional water rights from original decree entered in Case No. 90CW189 and diligence decree entered in Case No. 98CW416: Prior Adjudication. In Case No. 90CW189, the District Court in and for Water Division No. 1 (“Water Division No. 1”) approved the Plan for Augmentation (a/k/a the “Headley Recharge and Augmentation Plan”) and confirmed a water right, in the amount of 120 cfs, for the Riverside Canal for wildlife habitat, recreation, and aesthetic purposes; or for recharge of the alluvial aquifer and augmentation purposes. The decree in Case No. 90CW189 also confirmed conditional water rights for additional structures, for identical purposes. In Case No. 98CW416, Water Division No. 1 made absolute one such previously decreed conditional water right for the Riverside Reservoir in the amount of 3,000 acre-feet. The decree in Case No. 98CW416 also entered a finding of reasonable diligence with respect to the other conditional water rights associated with the Headley Recharge and Augmentation Plan. This application seeks a finding to make absolute additional portions of the conditional water rights and a finding of reasonable diligence in the development of the remaining conditional water rights associated with the Headley Recharge and Augmentation Plan. A. Date of Original Decree: November 23, 1992, Case No. 90CW189, Water Division No. 1. B. Date of Diligence Decree: January 31, 2001, Case No. 98CW416, Water Division No. 1. C. Legal Description of Structures: i. The dam of the proposed Wildcat Reservoir is located at a point from whence the northeast corner of Section 31, Township 5 North, Range 57 West, 6th P.M., Morgan County, bears north 17º00’ east 1,350 feet, thence along the axis of the proposed dam north 65º30’ east approximately 5,700 feet (bearings assume east line of Section 31 bears north 0º00’ east). ii. The Recharge Ponds, except Headley Recharge Pond No. 1, are entirely below the natural ground level and do not have dams. For the recharge ponds identified below, the legal description references the deepest point in the pond. The location of each of the Recharge Ponds is as follows: a. Headley Recharge Pond No. 1 (a/k/a Headley Reservoir No. 1) is located in the NW/4 of Section 29, at a point located 1,123 feet South and 1,236 feet East of the Northwest corner of Section 29, Township 5 North, Range 55 West, 6th P.M., Morgan County. b. Headley Recharge Pond No. 2 (a/k/a Headley Reservoir No. 2) is located in the N/2SW/4 and the S/2NW/4 of Section 29, at a point located 2,921 feet South and 2,247 feet East of the Northwest corner of Section 29, Township 5 North, Range 55 West, 6th P.M., Morgan County. c. Headley Recharge Pond No. 3 (a/k/a Headley Reservoir No. 3) is located in the NE/4SW/4 of Section 29, at a point located 3,483 feet South and 2,471 feet East of the Northwest corner of Section 29, Township 5 North, Range 55 West, 6th P.M., Morgan County. d. Headley Recharge Pond No. 4 (a/k/a Headley Settling Pond) is located in the N/2SW/4 of Section 20, at a point located 2,415 feet North and 843 feet East of the Southwest corner of Section 20, Township 5 North, Range 55 West, 6th P.M., Morgan County. e. Headley Recharge Pond No. 5 (a/k/a Headley North Pond) is located in the NW/4SE/4 of Section 20, at a point located 1,629 feet North and 2,752 feet East of the Southwest corner of Section 20, Township 5 North, Range 55 West, 6th P.M., Morgan County. f. Headley Recharge Pond No. 6 (a/k/a Headley East Pond) is located in the SE/4SE/4 of Section 20, at a point located 786 feet North and 112 feet West of the Southeast corner of Section 20, Township 5 North, Range 55 West, 6th P.M., Morgan County. The Recharge Ponds are filled by water diverted under the surface water right decreed in Case No. 90CW189, which water is delivered by the Riverside Canal, the headgate of which is located on the north bank of the South Platte River in the SW/4 SW/4 of Section 20, Township 5 North Range 63 West of the 6th P.M. in Weld County, Colorado, to Antelope Draw for the Recharge Ponds either directly, or after temporary storage in Riverside Reservoir or Wildcat Reservoir (when constructed). D. Source:

South Platte River together with all tributaries intersecting the Riverside Canal, as well as natural runoff intercepted by the Riverside Canal and the Recharge Ponds. E. Appropriation Date: August 10, 1990. F. Absolute and/or Conditional Amounts Previously Decreed: i. Wildcat Reservoir: 2,500 acre-feet, conditional. ii. Headley Recharge Pond No.1: 116.4 acre-feet, absolute; and 49.6 acre-feet, conditional. iii. Headley Recharge Pond No. 2: 16.2 acre-feet, absolute; and 123.8 acre-feet, conditional. iv. Headley Recharge Pond No. 3: 17.6 acre-feet, absolute; and 52.4 acre-feet, conditional. v. Headley Recharge Pond No. 4: 9.2 acre-feet, absolute; and 60.8 acre-feet, conditional. vi. Headley Recharge Pond No. 5: 2.1 acre-feet, absolute; and 122.9 acre-feet, conditional. vii. Headley Recharge Pond No. 6: 3.5 acre-feet, absolute; and 56.5 acre-feet, conditional. G. Use: Water temporarily stored in Riverside Reservoir or Wildcat Reservoir may be released and delivered by the Riverside Canal System for placement into the Recharge Ponds. Water placed into the Recharge Ponds will be used for wildlife habitat, recreation, and aesthetic purposes; or used for recharge of the alluvial aquifer and augmentation purposes. Water so recharged is divided between Co-Applicants, in Case No. 90CW189, with 50% belonging to the Riverside Company and the Riverside District and 50% belonging to Pinneo, as successor-in-interest to Farmers State Bank of Brush. The use of the 50% of the Recharge Credits belonging to the Riverside Company and the Riverside District will be used to replace depletions resulting from out-of-priority diversions from wells. The 50% of the Recharge Credits belonging to Pinneo is used as the augmentation source in the Headley Recharge and Augmentation Plan, decreed in Case No. 90CW189, and as one of the augmentation sources in Pinneo’s proposed augmentation plan in Case No. 03CW407. Pinneo has acquired the land containing the Recharge Ponds and the 50% share of the Recharge Credits available under the Headley Recharge and Augmentation Plan, both of which were originally owned by Farmers State Bank of Brush. H. Integrated System: The decree in Case No. 90CW189 found that the surface water right, augmented structures, Recharge Ponds, and other structures involved in the Headley Recharge and Augmentation Plan are parts of an integrated system. Accordingly, work on any one plan feature will be considered in finding that reasonable diligence has been shown in the development of the other water rights for all features of the Headley Recharge and Augmentation Plan. 4. Claim to make absolute and for a finding of reasonable diligence: Pinneo seeks to make additional portions of the following water rights absolute: A. Headley Recharge Pond No. 1: 49.6 acre-feet, absolute (116.4 acre-feet, previously decreed absolute in Case No. 90CW189). New total amount absolute: 166.0 acre-feet. B. Headley Recharge Pond No. 2: 61.0 acre-feet, absolute (16.2 acre-feet, previously decreed absolute in Case No. 90CW189); and 62.8 acre-feet, conditional. New total amount absolute: 77.2 acre-feet. C. Headley Recharge Pond No. 3: 9.2 acre-feet, absolute (17.6 acre-feet, previously decreed absolute in Case No. 90CW189); and 43.2 acre-feet, conditional. New total amount absolute: 26.8 acre-feet. The portions of the water rights Pinneo seeks to make absolute were diverted in priority for the period from June 4th through June 23rd, 2005, to generate recharge credits in accordance with the decree in Case No. 90CW189. In the alternative, Pinneo seeks a finding of reasonable diligence with respect to such portions of these water rights. Pinneo also seeks a finding of reasonable diligence with respect to the development of all other remaining conditional water rights previously described in paragraph 3.F hereof. 5. Detailed outline of work performed and the expenditures made toward completion of the appropriation and application of water to a beneficial use as conditionally decreed: A. The Riverside Company and the Riverside District’s expenses on the Headley Recharge and Augmentation Plan. i. During the diligence period, the Riverside Company and the Riverside District installed a SCADA data system to measure diversions at the Bruce Weir in order to quantify recharge deliveries under the Headley Recharge and Augmentation Plan. The pro rata cost associated with this system is $4,633. ii. During the diligence period, the Riverside Company and the Riverside District incurred at least $1,240,560 in operating, maintaining, and repairing components of the Riverside irrigation system that are used divert and convey the subject water rights, including, but not limited to, the Riverside inlet canal, the Riverside Reservoir,

and the Riverside delivery canal. In addition, a portion of the expenses were incurred on design and planning of a spillway on Riverside Reservoir. B. Pinneo’s expenses on the Headley Recharge and Augmentation Plan. i. Pinneo acquired its interest in the Headley Recharge and Augmentation Plan, and the land containing the Recharge Ponds in 2003. During the diligence period, Pinneo filed an application for change of water rights and plan for augmentation and an amendment to the application, in Case No. 03CW407. Pursuant to the proposed plan for augmentation, Pinneo will replace out-of-priority well depletions at the Pinneo Feedlot, located approximately three miles east of the City of Brush, primarily with surplus water recharge credits from the Headley Recharge and Augmentation Plan. ii. In conjunction with the work described above, Pinneo expended more than $7,500 for engineering associated with setting up and performing necessary accounting for substitute water supply plans (“SWSPs”), in water years 2004 through 2007, and for the proposed plan for augmentation. iii. During the diligence period, Pinneo incurred at least $9,200 in costs associated with construction, operation, maintenance and repair of the structures. Specifically, Pinneo repaired the outlet on Headley Recharge Pond No. 1 and installed new staff gages on Headley Recharge Pond Nos. 1 and 4. Pinneo has also rehabilitated and maintained a ditch to carry water from Headley Recharge Pond No. 1 to Pond No. 2 and installed a culvert from Headley Recharge Pond No. 2 to Pond No. 3. Finally, Pinneo constructed a new flume downstream of Headley Recharge Pond No. 4 on two separate occasions and improved a dam on one of the Recharge Ponds. iv. During the diligence period, Pinneo paid an outside engineering firm to help develop and maintain the water diversion and delivery system necessary to divert and deliver water to the Recharge Ponds, at the approximate costs indicated: Field Investigations $10,737.50, Design Work $6,933.75, Construction Coordination & Observation $2,106.25, Project Management $1,176.25, and Reimbursable Expenses $943.28 for a total of $21,897.03. v. During the diligence period, Pinneo spent more than $49,500 in attorney fees and expenses for water court activities associated with these water rights, specifically in seeking to obtain a decree in Case No.03CW407 and seeking approval of the yearly SWSPs. 6. Name and address of owners or reputed owners of the land upon which any new diversion storage structure will be constructed or upon which water is or will be stored: Pinneo owns all land on which the Recharge Ponds are located. The Riverside Company and/or the Riverside District own or control all land on which all remaining structures described in this application are located. 07CW22 Charles and Dorothy Larson, 10758 Weld County Road #7, Longmont, CO 80504. APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION IN WELD COUNTY. All future pleadings and correspondence to: Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 East Prospect Road, Fort Collins, CO 80525. (970)407-9000. 2. Decreed name of structures for which change is sought: Rural Ditch Company shares. 3. Previous decree: A. The subject water rights were decreed on June 2, 1882 in Civil Action 1336, Boulder County District Court. B. Decreed point of diversion: A point on the East bank of Boulder Creek in the NE1/4 of Sec. 20, T2N, R68W, 6th P.M., Weld County, Colorado, located approximately 1,400 feet West of the East Sec. line and 2,275 feet South of the North Sec. line of said Sec. 20. C. Source: Boulder Creek a tributary to the St. Vrain River. D. Appropriation Dates and Amounts: i. May 10, 1862, 22.75 c.f.s.; March 10, 1863, 175.54 c.f.s. Note: 115.29 c.f.s of the March 10, 1863 priority was subsequently abandoned pursuant to a decree entered in Case No. 84CW412. E. Historical Use: Applicants currently own 1.5 shares of the 2 shares in the Rural Ditch Company that were historically used to irrigate approximately 80 acres in the west half of the NW1/4 of Sec. 10, T2N, R68W, 6th P.M. In approximately 1980, Applicants’ predecessor in interest sold one-half share. Applicants also have leased 1/4th share of the 1.5 shares to another landowner to irrigate approximately 12 acres that Applicants sold to said landowner. The lease of the 1/4th share expires in 2008. 4. Proposed Change: Applicants seek to change the type of use of their 1.5 shares (hereinafter the “subject water rights”) to include augmentation,

replacement of evaporative losses, recharge, piscatorial, preservation of wildlife habitat and recreation, either directly or following storage, with the right to totally consume the consumable portion of the subject water rights, either by first use, reuse or successive use. The new uses are in addition to the existing use of the water right for irrigation. Applicants also seek a decree that allows the subject water rights to be placed into the Larson Pit for beneficial use, or storage prior thereto, and for recharge purposes. The Larson Pit is located in SW1/4 of the NE1/4 of Sec. 10, T2N, R68W, 6th P.M., in Weld County, Colorado. A map depicting the location of the Larson Pit and the historically irrigated area is attached hereto as Exhibit A. To the extent that the subject water rights are used for any of the changed purposes, Applicants will replace historical return flows in time, location and amount to prevent legally recognized injury to vested water rights and decreed conditional water rights. 5. Name of structures to be augmented: Larson Pit. 6. Water rights to be used for augmentation: A. The subject water rights are being changed herein as a source of water in this plan for augmentation. Applicants also seek the right to use, either permanently or temporarily, for augmentation, replacement, and/or recharge in this plan for augmentation, waters that have been decreed for or changed to fully consumptive uses, or are fully consumptive by virtue of their nature or legal status, such as transbasin water. Further, Applicants seek approval of their right to use other sources of water that may be acceptable to the State Engineer as substitute supply water in accordance with § 37-92-308, C.R.S. 7. Historical Use: See paragraph 3E above. 8. Statement of Plan for Augmentation: The Larson Pit (also referred to as the “Pond”) is an unlined 20-acre excavated pond created by gravel mining. The Larson Pit was created after December 31, 1980, and, therefore, pursuant to C.R.S. §37-90-137(11), all out-of-priority evaporative losses from the Pond must be replaced. Applicants are seeking a permanent plan for augmentation to replace the out-of-priority evaporation that occurs from the exposed surface area of the Pond in time, place and amount. Evaporative losses have previously been replaced pursuant to substitute water supply plans filed by Aggregate Industries – WCR, Inc. Applicants will continue to file SWSP renewal requests until a decree is entered in this case. Applicants propose to continue to divert the subject water rights into the Rural Ditch for delivery back to the river, or for delivery to the Pond for the replacement of evaporative losses and/or for recharge purposes. Applicants shall measure all deliveries of the subject water rights to the Pond. The subject water rights delivered into the Pond will recharge the alluvial aquifer. Applicants are entitled to “recharge credits” associated with the accretions of the fully consumable portion of the subject water rights that are diverted into the Pond. Applicants propose to calculate evaporation from the Pond’s surface using NOAA’s Technical Report NWS 33 and the State Engineer’s general guidelines, or such other evaporation calculation methodology that is acceptable to the court. The net of the depletions associated with the evaporative loss from the Pond’s surface and the accretions resulting from the placement of the subject water rights into the Pond will be calculated and lagged to the St. Vrain River using Glover methodology, or such other lagging methodology that the court deems proper. To the extent that Applicants have excess recharge credits, said recharge credits will first be used to offset any return flow obligations that are not otherwise satisfied by the changed subject water rights. Applicants reserve the right to reuse, successively use, lease or dispose of said excess credits that still remain after said evaporative losses and said return flow obligations are replaced. The return flow component of the subject water rights, when diverted into the Pond and lagged to the river, will be used only to offset the return flow obligations arising from the change of the subject water rights with the lagged return flow from the Pond. Applicants shall meter, measure and report all water use delivery as required by the Division Engineer. Additionally, Applicants recognize that further and different requirements may be imposed, and that the engineering assumptions and methodology will be developed and refined as this case proceeds. Applicants reserve the right to adopt different engineering assumptions and/or methodologies acceptable to the court. 9. Ownership. Charles and Dorothy Larson, 10758 Weld County

Rd. #7, Longmont, CO 80504; The Rural Ditch Company, c/o Daniel Grant, 157 Baylor Way, Longmont, CO 80503. 07CW23 CONCERNING THE APPLICATION FOR WATER RIGHTS OF: HI-POINT HOME BUILDERS, LLC, IN EL PASO AND DOUGLAS COUNTIES. APPLICATION FOR ADJUDICATION OF DENVER BASIN GROUNDWATER AND FOR APPROVAL OF PLAN FOR AUGMENTATION. I. Name and Address of Applicant: Hi-Point Home Builders, LLC, 4075 Arrowhead Drive, Colorado Springs, Colorado 80908. Please address all pleadings and correspondence to: David M. Shohet, Steven T. Monson, Felt, Monson & Culichia, LLC, 319 North Weber Street, Colorado Springs, Colorado 80903, (719) 471-1212. II. Application for Underground Water Rights. A. Legal Description of Well. 1. Property Description. The well will be located on a property consisting of 5.0 acres, more or less, located in the Southwest Quarter of the Northwest Quarter of Section 24, Township 12 South, Range 66 West of the 6th P.M., El Paso County, Colorado, tax schedule #6224000050 (AProperty@). The Property is generally shown on the attached Exhibit A map. 2. Well. One well will be drilled into the not nontributary Dawson Aquifer underlying the Property. Denver and Arapahoe aquifers may also be drilled. A well permit application for the well to be drilled pursuant to this application and subsequent decree will be applied for prior to drilling into the Denver Basin aquifers which are the subject of this application. No exact location is requested for the proposed well, as that information will be provided when the well permit application are submitted. B. Water Source. 1. Not Nontributary. Applicant=s withdrawal of ground water from the Dawson, Denver, and Arapahoe aquifers of the Denver Basin underlying the Property is not nontributary. The Denver and Arapahoe aquifers underlying the Property are more than one mile from any point of contact between any natural stream, including its alluvium. Pursuant to C.R.S. '37-90-137(9)(c), the augmentation requirements for the well into the Denver and Arapahoe aquifers will require the replacement to the effected stream system of a total amount of water equal to 4 percent of the water withdrawn on an annual basis. Pursuant to C.R.S. 37-90-137(9)(c), the augmentation requirements for the well in the Dawson aquifer will require the replacement of actual stream depletions to the extent necessary to prevent any injurious effect. 2. Nontributary. The groundwater that will be withdrawn from the Laramie-Fox Hills Aquifer of the Denver Basin underlying the Property is nontributary. C. Estimated Rates of Withdrawal and Ground Water Available. 1. Estimated Rates of Withdrawal. The actual pumping rate for the well will vary according to aquifer conditions and well production capabilities. The Applicant requests the right to withdraw groundwater at rates of flow necessary to withdraw the entire decreed amount. The actual depth of the well to be constructed within the respective aquifers will be determined by topography and actual aquifer conditions. 2. Estimated Average Annual Amounts of Ground Water Available. Applicant requests an absolute water right for the withdrawal of all legally available ground water in the Denver Basin aquifers underlying the Property. Said amounts may be withdrawn over the 100-year life of the aquifers as set forth in C.R.S. '37-90-137(4). Applicant estimates that the following values and average annual amounts are representative of the Denver Basin aquifers underlying Applicant's Property:

Saturated Total Water AnnualAverage Thickness Depth Adjudicated Withdrawal

Aquifer (Feet) (Feet) (Acre Feet) (Acre Feet) Dawson 129 400 129 1.29 Denver 150 1300 128 1.28 Arapahoe 190 1650 162 1.62 Laramie Fox 190 2500 143 1.43 Hills

Decreed amount may vary based upon the State=s Determination of Facts. Pursuant to C.R.S. '37-92-305(11), the Applicant further requests that the Court retain jurisdiction to finally determine the amount of water available for appropriation and withdrawal from each aquifer. D. Requested Uses. The Applicant requests the right to use the groundwater for beneficial uses upon the Property consisting of domestic, commercial, irrigation, stock water, recreation, wildlife, fire protection, central water supply for such uses, and also for exchange and augmentation purposes. The Applicant also requests that the nontributary water may be used, reused, and successively used to extinction, both on and off the Applicant's Property subject, however, to the relinquishment of the right to consume no more than two percent of such nontributary water withdrawn. Applicant may use such water by immediate application or by storage and subsequent application to the beneficial uses and purposes stated herein. Provided, however, Applicant shall only be entitled to construct the well or use water from the not nontributary Dawson, Denver, or Arapahoe aquifers pursuant to a decreed augmentation plan entered by this Court, covering the out-of-priority stream depletions caused by the use of such not nontributary aquifers in accordance with C.R.S. '37-90-137(9)(c). E. Well Field. Applicant requests that it be permitted to produce the full legal entitlement from the respective Denver Basin aquifers underlying the Property through any combination of wells constructed into each aquifer on the Property. Applicant requests that the wells be treated as a well field. Applicant requests that it be entitled to withdraw an amount of ground water in excess of the average annual amount decreed from the Denver Basin aquifers underlying the Property, so long as the sum of the total withdrawals from all the wells in the aquifer does not exceed the product of the number of years since the date of issuance of the original well permit or the date of entry of a decree herein, whichever occurs first, multiplied by the average annual volume of water which Applicant is entitled to withdraw from the aquifer underlying the Property. F. Name and Address of Owner of Land Upon Which Well are to Be Located. The Property is owned by Roland T. and Susan R. Tamaru, 94-248 Mahapili Street, Millani, Hawaii 96789-1806. Applicant is currently under contract to purchase this property and Applicant anticipates that it will own the Property before a decree is entered. III. Plan for Augmentation A. Structure to be Augmented. The structure to be augmented consist of one well to be completed in the not nontributary Dawson, Denver and/or Arapahoe aquifers of the Denver Basin underlying the Property. Applicant requests the right to have a central well system as an alternative for all or part of the water allotment for the wells subject of this application and the previously filed application discussed herein. B. Water Rights to be Used for Augmentation. The water rights to be used for augmentation during pumping are the return flows of the not nontributary Dawson, Denver, and/or Arapahoe aquifer well to be pumped as set forth in this plan for augmentation, together with water rights from the nontributary Laramie-Fox Hills aquifer for post pumping depletions. C. Statement of Plan for Augmentation. 1. Diversions. One augmented well is to be used for the water supply for one single family residences and other uses as stated herein upon the Property including irrigation of lawns, gardens and landscaping. The maximum annual pumping from the well uses shall be approximately 0.46 acre feet per year. The diversion and depletions numbers are approximate and may vary based on final water availability. 2. Depletions. The Applicants= consultant has operated the State Engineer=s Denver Basin Ground Water Flow Model for the determination of stream depletions from Dawson aquifer well pumping. The actual stream depletions during the plan term are a maximum of approximately 25.70 percent of the Dawson aquifer well pumping, assuming 300 years of withdrawal under this plan. The actual stream depletions associated with the Dawson Aquifer will therefore be a maximum of approximately 0.12 annual acre feet. Attached hereto as Exhibit B are the ground water flow model Dawson Aquifer stream depletion factors. To the extent Applicant utilizes ground water in the Denver and/or Arapahoe aquifers, 4 percent of the water withdrawn on an annual basis shall be replaced to the effected stream system. 3. Replacement. Applicant=s augmentation water during the plan term will consist of septic return flow from in-house use. Wastewater from the in-house residential uses will be

disposed of through a non-evaporative septic systems that are determined to have return flows to the tributary stream system of 90 percent of the in-house residential pumping of 0.3 annual acre foot per residence. Therefore, return flows total 0.27 annual acre feet per residence. These return flows during the period of the plan will augment the tributary stream system in an amount greater than the maximum actual stream depletion amount from the Dawson aquifer of 0.12 annual acre feet. For the Denver and Arapahoe aquifers, the 4 percent replacement requirement which totals approximately 0.018 annual acre feet which is exceeded by septic return flow replacement water. Therefore, Applicant=s return flows prevent material injury to other vested water rights. Applicant believes that fifteen percent of irrigation water would accrue to the stream as return flows which could be used for additional augmentation. Applicant does not at this time, claim the irrigation return flows as part of this augmentation plan, but Applicant preserves its claim to those return flows and does not waive its rights or claims thereto. D. Filing in Both Water Divisions. This Application is being filed in both Water Divisions 1 and 2 because aquifer depletions will occur in both divisions under the State=s Model. The return flows set forth above will accrue to only the Arkansas River system where most depletions occur. Applicant requests that the total amount of depletions to both the South Platte River and the Arkansas River systems be replaced to the Arkansas River as set forth herein, and for a finding that those replacements are sufficient. E. Post-Pumping Depletions. For the replacement of post-pumping depletions, Applicant will reserve up to 140 acre feet of water from the nontributary Laramie-Fox Hills aquifer underlying the Applicant's Property, less the amount of actual stream depletions replaced during the plan pumping period. Applicant also reserves the right to substitute other legally available augmentation sources for such post pumping depletions upon further approval of the Court under its retained jurisdiction. Applicant claims that post pumping depletions will be noninjurious and do not need to be replaced, and under the Court's retained jurisdiction Applicant reserves the right in the future to so prove that post pumping depletions will be noninjurious. The reserved nontributary water will be used, as so necessary, to replace any injurious post pumping depletions. Upon entry of a decree in this case, the Applicant will be entitled to file for and receive well permits for one Dawson, Denver and/or Arapahoe aquifer well for the uses in accordance with this Application. F. Single Augmentation Plan. Applicant, on August 31, 2006, filed an Application for Change of Water Rights and Plan for Augmentation Case, 06CW191 (Div 1), 06CW73 (Div 2) Consolidated in Division 2, 06MDL31 (APrevious Application@). The Property under this Application adjoins the 53 Acre property that is the subject of the Previous Application for up to 10 wells (AAdjoining Property@). This Application may be considered as a supplemental filing to the Previous Application and the Adjoining Property. This Application is not an amendment to the Previous Application. Applicant, however, may request that the property and wells subject of both this Application and the Previous Application and decrees sought therein be treated and administered as a single augmentation plan. IV. REMARKS. Additional remarks are as follows: 1. Applicant requests a finding that it has complied with C.R.S. '37-90-137(4), and that the ground water requested herein is legally available for withdrawal by the requested nontributary well and by the requested not nontributary well upon the entry of a decree approving an augmentation plan pursuant to C.R.S. '37-90-137(9)(c). 2. Applicant requests a finding that it has complied with C.R.S. '37-90-137(4) and that Applicant has the permission of the current overlying land owners. 3. The term of this augmentation plan is for 300 years, however the length of the plan for the well 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 well through cessation of pumping and accrue only to the extent of actual pumping. 4. Applicant will comply with C.R.S. '37-90-137(9)(b) requiring the relinquishment of the right to consume no more than two percent of the amount of the nontributary ground water withdrawn. 5. Applicant will comply, as necessary, with C.R.S. '37-92-302(b) requiring this Application to be

supplemented by evidence that the Applicant has, within ten days after filing the application, that Applicant has given notice of the application by registered or certified mail, return receipt requested, to every record owner of the overlying land and to every person who has a lien or mortgage on, or deed of trust to, the overlying land. 6. The Court will retain jurisdiction over this matter for those who object to the application to provide for the adjustment of the annual amount of ground water withdrawals to be allowed in order to conform to actual local aquifer characteristics from adequate information obtained from well drilling or test holes. 7. Before the well is constructed, application for the well permit will be filed with the State Engineer's office, and the well permit shall be granted in accordance with the decree pursuant to this application. 8. The Applicant requests a finding that vested water rights of others will not be materially injured by the withdrawals of ground water and the proposed plan for augmentation. 9. The well shall be installed and metered as reasonably required by the State Engineer. Each well must be equipped with a totalizing flow meter and Applicant shall submit diversion records to the Division Engineer on an annual basis or as otherwise requested by the Division Engineer. The Applicant shall also provide accountings to the Division Engineer and Water Commissioner as required by them to demonstrate compliance under this plan of augmentation. 10. The Applicant intends to waive the 600 feet well spacing requirement for the well to be located upon the Applicant=s Property. WHEREFORE, the Applicant requests that its Application for Underground Water Rights and Plan for Augmentation, as stated and set forth herein, be granted and a decree entered, and for such other and further relief as the Court deems appropriate. 07CW24 CONCERNING THE APPLICATION FOR WATER RIGHTS OF: HI-POINT HOME BUILDERS, LLC, IN EL PASO AND DOUGLAS COUNTIES. APPLICATION FOR ADJUDICATION OF DENVER BASIN GROUNDWATER AND FOR APPROVAL OF PLAN FOR AUGMENTATION I. Name and Address of Applicant: Hi-Point Home Builders, LLC, c/o Wayne Intermill, 4075 Arrowhead Drive, Colorado Springs, Colorado 80908. Please address all pleadings and correspondence to: David M. Shohet, Steven T. Monson, Felt, Monson & Culichia, LLC, 319 North Weber Street, Colorado Springs, Colorado 80903, (719) 471-1212. II. Application for Underground Water Rights A.Legal Description of Wells 1. Property Description. All wells will be located on a property consisting of 19.6 acres, more or less, described as the West Half of the Northeast Quarter of the Northeast Quarter of Section 24, Township 12 South, Range 66 West of the 6th P.M., El Paso County, Colorado (AProperty@). The Property is generally shown on the attached Exhibit A map. 2. Existing Wells. State Engineer Well Permit No. 2495A is an exempt domestic well currently located in the Northeast Quarter of the Northeast Quarter, Section 24, Township 12 South, Range 66 West, 6th P.M., approximately 650 feet from the north section line of said Section 24, and 980 feet from the east section line of said Section 24. 3. Additional Wells. Up to four wells will be drilled into the not nontributary Dawson Aquifer underlying the Property. The current permitted Dawson Aquifer Wells No. 2495A may be repermitted or abandoned and redrilled to the decree sought herein. Denver and Arapahoe aquifers may also be drilled under this plan. Well permit applications for the wells to be drilled pursuant to this application and subsequent decree will be applied for prior to drilling wells into the Denver Basin aquifers which are the subject of this application. No exact location is requested for the proposed wells, as that information will be provided when the well permit applications are submitted. B. Water Source. 1. Not Nontributary. Applicant=s withdrawal of ground water from the Dawson, Denver, and Arapahoe aquifers of the Denver Basin underlying the Property is not nontributary. The Denver and Arapahoe aquifers underlying the Property are more than one mile from any point of contact between any natural stream, including its alluvium. Pursuant to C.R.S. '37-90-137(9)(c), the augmentation requirements for wells into the Denver and Arapahoe aquifers will require the replacement to the effected stream system of a total amount of water equal to 4 percent of the water withdrawn on an annual basis. Pursuant to C.R.S.

37-90-137(9)(c), the augmentation requirements for wells in the Dawson aquifer will require the replacement of actual stream depletions to the extent necessary to prevent any injurious effect. 2. Nontributary. The groundwater that will be withdrawn from the Laramie-Fox Hills Aquifer of the Denver Basin underlying the Property is nontributary. C. Estimated Rates of Withdrawal and Ground Water Available. 1. Estimated Rates of Withdrawal. The actual pumping rates for each well will vary according to aquifer conditions and well production capabilities. The Applicant requests the right to withdraw ground water at rates of flow necessary to withdraw the entire decreed amounts. The actual depth of each well to be constructed within the respective aquifers will be determined by topography and actual aquifer conditions. 2. Estimated Average Annual Amounts of Ground Water Available. Applicant requests an absolute water right for the withdrawal of all legally available ground water in the Denver Basin aquifers underlying the Property. Said amounts may be withdrawn over the 100-year life of the aquifers as set forth in C.R.S. '37-90-137(4). Applicant estimates that the following values and average annual amounts are representative of the Denver Basin aquifers underlying Applicant's Property:

Saturated Total Water Annual Average Thickness Depth Adjudicated Withdrawal

Aquifer (Feet) (Feet) (Acre Feet) (Acre Feet) Dawson 129 400 506 5.06 Denver 150 1300 500 5.00 Arapahoe 190 1650 633 6.33 Laramie Fox 190 2500 560 5.60 Hills Decreed amounts may vary based upon the State=s Determination of Facts. Pursuant to C.R.S. '37-92-305(11), the Applicant further requests that the Court retain jurisdiction to finally determine the amount of water available for appropriation and withdrawal from each aquifer. D. Requested Uses. The Applicant requests the right to use the ground water for beneficial uses upon the Property consisting of domestic, commercial, irrigation, stock water, recreation, wildlife, fire protection, central water supply for such uses, and also for exchange and augmentation purposes. The Applicant also requests that the nontributary water may be used, reused, and successively used to extinction, both on and off the Applicant's Property subject, however, to the relinquishment of the right to consume no more than two percent of such nontributary water withdrawn. Applicant may use such water by immediate application or by storage and subsequent application to the beneficial uses and purposes stated herein. Provided, however, Applicant shall only be entitled to construct a well or use water from the not nontributary Dawson, Denver, or Arapahoe aquifers pursuant to a decreed augmentation plan entered by this Court, covering the out-of-priority stream depletions caused by the use of such not nontributary aquifers in accordance with C.R.S. '37-90-137(9)(c). E. Well Field. Applicant requests that it be permitted to produce the full legal entitlement from the respective Denver Basin aquifers underlying Property through any combination of wells constructed into each aquifer on the Property. Applicant requests that these wells be treated as a well field. Applicant requests that it be entitled to withdraw an amount of ground water in excess of the average annual amount decreed from the Denver Basin aquifers underlying Property, so long as the sum of the total withdrawals from all the wells in the aquifer does not exceed the product of the number of years since the date of issuance of the original well permit or the date of entry of a decree herein, whichever occurs first, multiplied by the average annual volume of water which Applicant is entitled to withdraw from the aquifer underlying Property. F. Name and Address of Owner of Land Upon Which Wells are to Be Located. The property is owned by Julie D. Pfarrer and Richard A. Pfarrer, 5635 Burgess Road, Colorado Springs, Colorado 80908. Applicant and landowners have

negotiated a development agreement for the Property and Applicant has permission from the current land owners to file this Application. III. Plan for Augmentation A. Structures to be Augmented. The structures to be augmented consist of up to four wells completed or to be completed in the not nontributary Dawson, Denver and/or Arapahoe aquifers of the Denver Basin underlying the Property, including any replacement wells. Applicant requests the right to have a central well system as an alternative for all or part of the water allotment for the individual wells. B. Water Rights to be Used for Augmentation. The water rights to be used for augmentation are during pumping the return flows of the not nontributary Dawson, Denver, and/or Arapahoe aquifer wells to be pumped as set forth in this plan for augmentation, together with water rights from the nontributary Laramie-Fox Hills aquifer for post pumping depletions. C. Statement of Plan for Augmentation. 1. Diversions. Four augmented wells are to be used for the water supply for up to four single family residences and other uses as stated herein upon the Property including irrigation of lawns, gardens and landscaping. The maximum annual pumping from each well for these uses shall be approximately 0.46 acre feet per year and a total of approximately 1.84 acre feet for all four wells annually. The total appropriation may also be taken from fewer wells provided there is adequate return flows for replacement of stream depletions. The diversion and depletions numbers are approximate and may vary based on final water availability. 2. Depletions. The Applicants= consultant has operated the State Engineer=s Denver Basin Ground Water Flow Model for the determination of stream depletions from Dawson aquifer well pumping. The actual stream depletions during the plan term are a maximum of approximately 25.70 percent of the Dawson aquifer well pumping, assuming 300 years of withdrawal under this plan. The actual stream depletions associated with the Dawson Aquifer will therefore be a maximum of approximately 0.12 annual acre feet per lot with a total stream depletion under this plan of approximately 0.48 annual acre feet for all four lots. Attached hereto as Exhibit B are the ground water flow model Dawson Aquifer stream depletion factors. To the extent Applicant utilizes ground water in the Denver and/or Arapahoe aquifers, 4 percent of the water withdrawn on an annual basis shall be replaced to the effected stream system. 3. Replacement. Applicant=s augmentation water during the plan term will consist of septic return flows from in-house use. Wastewater from the in-house residential uses will be disposed of through a non-evaporative septic systems that are determined to have return flows to the tributary stream system of 90 percent of the in-house residential pumping of 0.3 annual acre foot per residence. Therefore, return flows total 0.27 annual acre feet per residence, and 1.08 annual acre feet for all four residences. These return flows during the period of the plan will augment the tributary stream system in an amount greater than the maximum actual stream depletion amount from the Dawson aquifer of 0.48 annual acre feet. For the Denver and Arapahoe aquifers, the 4 percent replacement requirement which totals approximately 0.07 annual acre feet for all four lots which is exceeded by septic return flow replacement water. Therefore, Applicant=s return flows prevent material injury to other vested water rights. Applicant believes that fifteen percent of irrigation water would accrue to the stream as return flows which could be used for additional augmentation. Applicant does not at this time, claim the irrigation return flows as part of this augmentation plan, but Applicant preserves its claim to those return flows and does not waive its rights or claims thereto. D. Filing in Both Water Divisions. This Application is being filed in both Water Divisions 1 and 2 because aquifer depletions will occur in both divisions under the State=s Model. The return flows set forth above will accrue to only the Arkansas River system where most depletions occur. Applicant requests that the total amount of depletions to both the South Platte River and the Arkansas River systems be replaced to the Arkansas River as set forth herein, and for a finding that those replacements are sufficient. E. Post-Pumping Depletions. For the replacement of post-pumping depletions, Applicant will reserve up to 563 acre feet of water from the nontributary Laramie-Fox Hills aquifer underlying the Applicant's Property, less the amount of actual stream depletions replaced during

the plan pumping period. Applicant also reserves the right to substitute other legally available augmentation sources for such post pumping depletions upon further approval of the Court under its retained jurisdiction. Applicant claims that post pumping depletions will be noninjurious and do not need to be replaced, and under the Court's retained jurisdiction Applicant reserves the right in the future to so prove that post pumping depletions will be noninjurious. The reserved nontributary water will be used, as so necessary, to replace any injurious post pumping depletions. Upon entry of a decree in this case, the Applicant will be entitled to file for and receive well permits for up to four Dawson, Denver and/or Arapahoe aquifer wells for the uses in accordance with this Application. IV. REMARKS. Additional remarks are as follows: 1. Applicant requests a finding that it has complied with C.R.S. '37-90-137(4), and that the ground water requested herein is legally available for withdrawal by the requested nontributary wells and by the requested not nontributary wells upon the entry of a decree approving an augmentation plan pursuant to C.R.S. '37-90-137(9)(c). 2. Applicant requests a finding that it has complied with C.R.S. '37-90-137(4) and that Applicant has the permission of the current overlying land owners. 3. 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. 4. Applicant will comply with C.R.S. '37-90-137(9)(b) requiring the relinquishment of the right to consume no more than two percent of the amount of the nontributary ground water withdrawn. 5. Applicant, as necessary, will comply with C.R.S. '37-92-302(b) requiring this Application to be supplemented by evidence that the Applicant has, within ten days after filing the application, that Applicant has given notice of the application by registered or certified mail, return receipt requested, to every record owner of the overlying land and to every person who has a lien or mortgage on, or deed of trust to, the overlying land. 6. The Court will retain jurisdiction over this matter for those who object to the application to provide for the adjustment of the annual amount of ground water withdrawals to be allowed in order to conform to actual local aquifer characteristics from adequate information obtained from well drilling or test holes. 7. Before any 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. 8. The Applicant requests a finding that vested water rights of others will not be materially injured by the withdrawals of ground water and the proposed plan for augmentation. 9. The wells shall be installed and metered as reasonably required by the State Engineer. Each well must be equipped with a totalizing flow meter and Applicant shall submit diversion records to the Division Engineer on an annual basis or as otherwise requested by the Division Engineer. The Applicant shall also provide accountings to the Division Engineer and Water Commissioner as required by them to demonstrate compliance under this plan of augmentation. 10. The Applicant intends to waive the 600 feet well spacing requirement for the wells to be located upon the Applicant=s Property. WHEREFORE, the Applicant requests that its Application for Underground Water Rights and Plan for Augmentation, as stated and set forth herein, be granted and a decree entered, and for such other and further relief as the Court deems appropriate. 07CW25 CAMPBELL’S C-MENT CONTRACTING, INC., d/b/a SUBURBAN SAND AND GRAVEL, 5400 Fenton Street, Arvada, CO 80002 c/o Anne J. Castle, Christopher L. Thorne, Holland & Hart, LLP, 555 17th Street, Ste. 3200, P.O. Box 8749, Denver, CO 80201-8749. Telephone: 303-295-8000, Fax: 303-295-8261. Email: acastle@hollandhart.com, cthorne@hollandhart.com. CONCERNING THE APPLICATION FOR WATER RIGHTS, INCLUDING APPROVAL OF PLAN FOR AUGMENTATION OF CAMPBELL’S C-MENT

CONTRACTING, INC., d/b/a SUBURBAN SAND AND GRAVEL, IN ADAMS, CLEAR CREEK, JEFFERSON AND WELD COUNTIES. Introduction: The general purpose of this Application is to provide for the replacement of out-of-priority depletions associated with operation of Applicant’s RJ Campbell Pit No.1 gravel pit operations in Weld County, Colorado (the “Gravel Pit”), the location of which is generally shown on Exhibit 1 attached to the application. The Gravel Pit is operated pursuant to Permit No. M-2002-104 issued by the Colorado Division of Minerals and Geology, and Well Permit No. 64362-F issued by the Colorado Division of Water Resources. A copy of Well Permit No. 64362-F is attached to the application as Exhibit 2. The primary sources of augmentation supply will include releases of water diverted and stored in the Gravel Pit under the new water storage rights sought below, and water made available under the senior irrigation water rights to be changed for industrial and augmentation use as described below. The plan for augmentation will replace out-of-priority depletions associated with mine dewatering, evaporation, concrete production, and dust control operations at the Gravel Pit. The combined total depletions associated with these operations will not exceed the augmentation supply available to the Applicant. FIRST CLAIM: FOR WATER STORAGE RIGHTS Campbell West Reservoir. Name of reservoir: Campbell West Reservoir (“West Reservoir”). Legal description: a. Location of Dam: the approximate center point of the dam for the West Reservoir is located in the SW1/4 of the SW1/4 of Section 30, Township 2 North, Range 66 West of the 6th Principal Meridian, approximately 1,100 feet North of the South section line and approximately 180 feet East of the West section line of said Section 30 in Weld County, Colorado. b. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: The Suburban Diversion will divert at a point on the west bank of the South Platte River, in the SW1/4 of Section 30, Township 2 North, Range 66 West of the 6th Principal Meridian, approximately 1,700 feet East of the West section line and approximately 2,000 feet North of the South section line of said Section 30. Once diverted, the water will be delivered via ditch or pipeline to the West Reservoir. Source: South Platte River. Appropriation information: a. Date of appropriation: January 31, 2007. b. How appropriation was initiated: Formation of intent to appropriate as evidenced by the filing of this application. c. Date water applied to beneficial use: N/A. Amount claimed: a. 1,500 acre feet (“a.f.”), conditional. b. If off-channel reservoir, rate of diversion in cubic feet per second (“c.f.s.”) for filling the reservoir: 20 c.f.s., conditional. Use or proposed use: Industrial, dust suppression, fire protection, fish and wildlife, and augmentation, substitution, exchange, or replacement purposes. a. If irrigation, complete the following: N/A. (1) Number of acres historically irrigated: N/A. (2) Total number of acres proposed to be irrigated: N/A. Legal description of acreage irrigated or to be irrigated: N/A. b. If non-irrigation, describe purpose fully: Storage for later release for augmentation and replacement purposes to offset out-of-priority depletions resulting from Applicant’s Gravel Pit operations pursuant to the terms and conditions of the plan for augmentation applied for herein. In addition, Applicant may make direct use of water stored in priority for industrial purposes associated with operations at the Gravel Pit. Surface area of high water line: 40 acres. a. Maximum height of dam in feet: 3 feet. b. Length of dam in feet: approximately 5,100 feet (perimeter length of slurry wall). Total capacity of reservoir in acre feet: 1,500 a.f. Active capacity: 1,500 a.f.; Dead storage: 0 a.f. Name and address of owners of land on which structure for the water right is located (land where dam is located and land within high water). Applicant (see address above). Campbell East Reservoir. Name of reservoir: Campbell East Reservoir (“East Reservoir”). Legal description: a. Location of Dam: The approximate center point of the dam for the East Reservoir is located in the SW1/4 of the SW1/4 of Section 30, Township 2 North, Range 66 West of the 6th Principal Meridian, approximately 1,280 feet North of the South section line and approximately 1,060 feet East of the West section line of said Section 30 in Weld County, Colorado. b. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: The Suburban Diversion will divert at a point on the west bank of the South Platte River, in

the SW1/4 of Section 30, Township 2 North, Range 66 West of the 6th Principal Meridian, approximately 1,700 feet East of the West section line and approximately 2,000 feet North of the South section line of said Section 30. Once diverted, the water will be delivered via ditch or pipeline to the East Reservoir. Source: South Platte River. Appropriation information: a. Date of appropriation: January 31, 2007. b. How appropriation was initiated: Formation of intent as evidenced by the filing of this application. c. Date water applied to beneficial use: N/A. Amount claimed: a. 2,600 a.f., conditional. b. If off-channel reservoir, rate of diversion in c.f.s. for filling the reservoir: 20 c.f.s., conditional. Use or proposed use: Industrial, dust suppression, fire protection, fish and wildlife, and augmentation, substitution, exchange, or replacement purposes. a. If irrigation, complete the following: N/A. (1) Number of acres historically irrigated: N/A. (2) Total number of acres proposed to be irrigated: N/A. (3) Legal description of acreage irrigated or to be irrigated: N/A. b. If non-irrigation, describe purpose fully: Storage for later release for augmentation and replacement purposes to offset out-of-priority depletions resulting from Applicant’s Gravel Pit operations pursuant to the terms and conditions of the plan for augmentation applied for herein. In addition, Applicant may make direct use of water stored in priority for industrial purposes associated with operations at the Gravel Pit. Surface area of high water line: 70 acres. a. Maximum height of dam in feet: 3 feet. b. Length of dam in feet: 9,100 feet (perimeter length of slurry wall). Total capacity of reservoir in acre feet: 2,600 a.f. Active capacity: 2,600 a.f.; Dead storage: 0 a.f. Name and address of owners of land on which structure for the water right is located (land where dam is located and land within high water). Applicant (see address above). SECOND CLAIM: FOR APPROVAL OF CHANGES OF WATER RIGHTS Decreed name of structures for which change is sought: Applicant owns 7.5 shares of capital stock in the Farmers Reservoir and Irrigation Company (Standley Lake Division) (the “Standley Lake Shares”) and 19 shares of capital stock in the Burlington Ditch, Land, and Reservoir Company (the “Burlington Ditch Shares”). Applicant seeks changes, as described in paragraph 24 below, of certain water rights described in paragraph 22 below, associated with the following structures: a. For the Farmers Reservoir and Irrigation Company (Standley Lake Division): The Croke Canal, which diverts from the north bank of Clear Creek in the NW1/4NE1/4 of Section 26, T. 3 S., R. 70 W., 6th P.M., Jefferson County, Colorado, at a point which is approximately 2700 feet East and 250 feet South of the Northwest corner of said section. In addition, the Croke Canal also diverts from Ralston Creek at a point where the canal crosses the creek in the SW1/4NE1/4 of Section 1, T. 3 S., R. 70 W., 6th P.M., Jefferson County, Colorado, at a point which is approximately 2400 feet West and 2400 feet South of the Northeast corner of said section. The Croke Canal also diverts from Leyden Creek in the NW1/4NW1/4 of Section 31, T. 2 S., R. 69 W., 6th P.M., Jefferson County, Colorado, at a point which is approximately 100 feet East and 900 feet South of the Northwest corner of said Section. Standley Lake (a/k/a Kinnear Reservoir), which is located in Sections 16, 17, 20, 21, 22, 27, 28 and 29, T. 2 S., R. 69 W., 6th P.M., Jefferson County, Colorado. Decreed diversion points: the Croke Canal, described above, and the Golden City and Ralston Creek Ditch (a.k.a. Church Ditch) which diverts from the north bank of Clear Creek in the NW1/4NE1/4 of Section 32, T. 3 S., R. 70 W. 6th P.M. Jefferson County, Colorado, at a point which is approximately 1800 feet East and 1000 feet South of the Northeast corner of said section. The Church Ditch also diverts from Ralston Creek in the SE1/4NW1/4 of Section 2, T. 3 S., R. 70 W., 6th P.M., Jefferson County, Colorado, at a point which is approximately 2050 feet East and 2300 feet South of the Northwest corner of said section. The Kinnear Ditch, which is decreed to divert from Woman Creek in Section 13, T. 2 S., R 70 W., 6th P.M., Jefferson County, Colorado. The Kinnear Ditch No. 2 (a.k.a. Kinnear Ditch), which diverts from the south bank of Coal Creek in the NE1/4 of Section 18, T. 2 S., R 70 W., 6th P.M., Jefferson County, Colorado. The Kinnear Pipeline¸ which diverts from the south bank of Coal Creek in Section 18, T. 2 S., R 70 W., 6th P.M., Jefferson County, Colorado. b. For the Burlington Ditch, Land and Reservoir Company: The Burlington Ditch diverts from the South Platte River headgate, located in Section 14, Township 3 South, Range 68 West,

6th P.M. in Adams County (the “Burlington Headgate”). In addition, the Burlington Ditch also diverts from First Creek headgate, located in the northwest 1/4, Section 14, Township 2 South, Range 67 West, 6th P.M. in Adams County. The Burlington Ditch also diverts from the Second Creek headgate, located in the northwest 1/4, southwest 1/4, Section 6, T. 2 S., range 66 West, 6th P.M. in Adams County. The Burlington Ditch also diverts from the Third Creek headgate, located in the northeast 1/4, southeast 1/4, Section 32, T. 1 S., Range 66 West, 6th P.M. in Adams County. The Burlington Ditch also diverts from an undecreed alternate point of diversion known as the “Metro Pump Station,” which discharges to the ditch in Section 12, T. 3 S., R. 68 W., 6th P.M. in Adams County. Duck Lake (a/k/a Altura Reservoir) is located on Geneva Creek with the right abutment in Section 36, T. 5 S., R. 75 W., 6th P.M. in Clear Creek County. Water diverted under the Duggan Ditch water right is currently diverted by and carried through the Burlington Ditch and no separate structure is utilized. Water rights to be changed: by virtue of its ownership of the Standley Lake and Burlington Ditch Shares, Applicant owns an interest in the following water priorities and water rights (collectively, the “Water Rights”), all of which were originally decreed for irrigation use except as otherwise indicated, and which Applicant proposes to change as described in paragraph 24 below: a. For the Farmers Reservoir and Irrigation Company (Standley Lake Division):

Structure Amt Source Approp. Date Adjud. Date

Case No.

District Court Comments

Kinnear Ditch

26.47 c.f.s.

Coal Creek

05/20/1872 06/02/1882 1330 Boulder

Kinnear Reservoir

940.36 a.f.

Coal Creek

09/01/1869 12/19/1990 3944 Boulder a.k.a. Standley Lake

Kinnear Ditch

40.47 c.f.s.

Woman Creek

09/01/1869 08/02/1918 40750 Denver

Kinnear Reservoir

940.36 a.f.

Woman Creek

09/01/1869 08/02/1918 40750 Denver a.k.a. Standley Lake

Croke Canal 944 c.f.s. Clear, Ralston & Leyden Creeks

03/04/1902 05/13/1936 60052 Denver

Standley Lake

32361 a.f. Clear, Ralston & Leyden Creeks

03/04/1902 05/13/1936 60052 Denver a.k.a. Kinnear Reservoir

Standley Lake

16699 a.f. (C)

Clear, Ralston & Leyden Creek

03/04/1902 05/13/1936 60052 Denver a.k.a. Kinnear Reservoir

Kinnear Ditch No. 2

781 c.f.s. Coal Creek

03/04/1902 06/21/1926 6672 Boulder a.k.a. Kinnear Ditch

Kinnear Reservoir

49,487 a.f.

Coal Creek

03/04/1902 06/21/1926 6672 Boulder a.ka. Standley Lake

Kinnear Reservoir

1,000 a.f. Coal Creek

12/31/1929 09/28/1953 12111 Boulder Refill right

(C) Denotes conditional water right.

b. For the Burlington Ditch, Land and Reservoir Company:

Structure Amt Source Approp. Date Adjud. Date

Case No.

District Court Comments

Duggan Ditch

16.28 c.f.s. South Platte River

04/01/1864 04/28/1883 6009 Arapahoe (1)

Burlington Ditch *

350 c.f.s. (200 c.f.s. in Little Bur-lington)

South Platte River

11/20/1885 07/08/1883 11200 Arapahoe

Burlington Ditch *

50 c.f.s. First Creek

09/01/1886 07/08/1883 11200 Arapahoe

Burlington Ditch *

250 c.f.s. Second Creek

11/15/1886 07/08/1883 11200 Arapahoe

Burlington Ditch *

250 c.f.s. Third Creek

09/15/1887 07/08/1883 11200 Arapahoe

Duck Lake 750 a.f. Geneva Creek

09/15/1904 05/18/1918 1777 Park a.k.a. Altura Reservoir

* Indicates water right also decreed for domestic use. (1) The Burlington Ditch, Land and Reservoir Company owns 16.28 c.f.s. (59.416 percent) of the Duggan Ditch water right. The remainder is owned by the Wellington Reservoir Company (7.99 c.f.s.) and South Adams Water and Sanitation District (3.13 c.f.s.). Historical Use: Applicant’s interests in the Water Rights have historically been used for irrigation on the three parcels of property identified as Parcel 1, Parcel 2, and Parcel 3 on the map attached hereto as Exhibit 3. These parcels are generally located as follows: Parcel 1: approximately 77 acres located in the NE1/4, Section 1, Township 2 South, Range 67 West, of the 6th Principal Meridian. Parcel 2: approximately 27 acres located in the NE1/4, Section 20, Township 2 South, Range 67 West, of the 6th Principal Meridian. Parcel 3: approximately 320 acres located in the S1/2, Section 30, Township 1 North, Range 67 West, of the 6th Principal Meridian. Fourteen of the Burlington Shares were historically used to irrigate approximately 70 acres on Parcel 1. The remaining five Burlington Shares were historically used to irrigate Parcel 2. The Standley Lake Shares were historically used to irrigate approximately 77 acres on Parcel 3. Pursuant to the decree entered by the Water Court in Case No. 02CW266 (Water Div. 1), the average annual divertible yield attributable to Standley Lake Shares has been determined to be 9.4 a.f. per year. Under the terms and conditions of the decree entered by the Water Court in Case Nos. 87CW107 and 90CW229 (Water Div. 1), the average annual irrigation season consumptive use attributable to Burlington Ditch Shares has been determined to be 3.58 a.f. per year. Applicant proposes that its use of the Water Rights for the changed uses and plan for augmentation described below generally be subject to the terms and conditions applicable to the change of Standley Lake Shares in Case. No. 02CW266 and to the change of Burlington

Ditch Shares in Case Nos. 87CW107 and 90CW229. Diversion records for the Water Rights may be accessed from the website of the Colorado Division of Water Resources at http://cdss.state.co.us. Proposed changes: Applicant seeks the following changes in the Water Rights: a. Alternate Type and Place of Use: The new uses of the Water Rights will be for industrial, dust suppression, fire protection, fish and wildlife, and augmentation, substitution, exchange, and replacement purposes. The Water Rights may be used for these purposes in conjunction with operations at the Gravel Pit generally located in the S1/2 of Section 30, and the NW1/4NE1/4 of Section 31, Township 2 North, Range 66 West, of the 6th Principal Meridian, the SE1/4SE1/4, Section 25, Township 2 North, Range 67 West, and the of the 6th Principal Meridian, in Weld County. Applicant may divert, store, and use the water directly, by and for augmentation, substitution, exchange, and replacement purposes. Once all return flow obligations have been met, Applicant may use, successively reuse, and dispose of all water diverted under the changed Water Rights to extinction (this component of the changed Water Rights is referred to hereafter as the “River Credits”). Until such time as needed for the changed purposes described in this Application, Applicant may continue to divert and use the water for irrigation purposes on lands under the respective ditch and reservoir systems. Applicant may divert and store the water available in priority under the water storage rights described in paragraphs 1 through 20 above (the “Water Storage Rights”). The Water Rights and Water Storage Rights also may be used for augmentation, substitution, exchange, or replacement purposes, in conjunction with other projects or diversions other than for the Gravel Pit, provided that such use is approved upon further application to the Water Court, or in conjunction with a substitute water supply plan approved by the State Engineer’s Office. b. Alternate time of use: In addition to making the River Credits directly available to the South Platte River to offset out-of-priority diversions, at times Applicant may divert and store its interest in the Water Rights in the reservoirs described in paragraphs 1 through 20 above, and use its stored interest in the Water Rights throughout the calendar year. THIRD CLAIM: FOR APPROVAL OF PLAN FOR AUGMENTATION Names of structures to be augmented: RJ Campbell Pit #1 and associated operations. Previous decrees for water rights to be used for augmentation: See paragraphs 22 and 23 above. In addition, Applicant may utilize as supplemental augmentation supplies other water sources it may acquire or control in the future, including rights to use reusable municipal effluent, provided that any such supplies may legally be used for augmentation purposes. Historic use: irrigation use on Parcels 1, 2 and 3 as depicted on the attached Exhibit 3, as described in paragraph 23 above. Statement of plan for augmentation: a. Summary: Applicant seeks approval of a plan for augmentation to replace all out-of-priority depletions associated with mine dewatering, evaporation, concrete production, dust control, and associated industrial operations at the Gravel Pit. The primary sources of augmentation supply will include releases of water diverted and stored in the Gravel Pit under the Water Storage Rights sought herein, and water made available under Applicant’s interest in the senior irrigation water rights, under the Standley Lake Shares and Burlington Ditch Shares, sought to be changed herein. The combined total depletions associated with operations at the Gravel Pit will not exceed the augmentation supply available to the Applicant. b. Detailed description: A slurry wall was completed around the East Reservoir in December 2006 and a slurry wall will be constructed in the future around the West Reservoir. Slurry wall construction in the alluvium captures water tributary to the South Platte River. Applicant will pump this water back to the South Platte River without intervening use or consumption unless replaced pursuant to the plan for augmentation proposed herein. Upon completion of dewatering of the Gravel Pit, all waters stored in the East and West Reservoirs will be fully reusable supplies. Excavation within the completed slurry wall commenced in 2006 pursuant to a substitute water supply plan approved by the Colorado Division of Water Resources. Mining operations within the South Platte River alluvium outside of the slurry walls approved by the Colorado Division of Water Resources will cause delayed depletions to the River. The depletions from mining will be replaced pursuant to this plan of augmentation both during active mining

operations at the Gravel Pit and after such operations cease, to the extent those depletions are tributary to the River and they occur out-of-priority. Water depletions associated with mining operations at the Gravel Pit include moisture entrained in extracted sand and gravel; water used for dust control; water used for concrete production; evaporation of exposed water surfaces; and mine dewatering. The maximum projected depletion for each of these water use categories is: 19.13 a.f. associated with four percent moisture content in 650,000 tons of excavated material; 10 a.f. for dust control; 3.84 a.f. associated with 25,000 cubic yard of concrete production; and exposed tributary surface areas that occur outside of the approved slurry walls, with a unit net evaporation rate of 2.75 feet. Dewatering amounts will be variable and dependent on the amount of tributary ground water exposed during mining. Actual depletions associated with mining will include only those uses tributary to the South Platte River and outside of approved slurry walls currently under construction or planned for construction. Total depletions within each water use category will vary from year to year, but the total depletions in any year will not exceed available replacement water supplies. The River Credits available from the cessation of the historical irrigation use of the Standley Lake and Burlington Ditch Shares will be used by Applicant for direct replacement of lagged river depletions associated with mining. To the extent that excess River Credits are available, Applicant may store these credits in the East and West Reservoirs either by direct “bookover” of water from the River into water in storage, subject to the approval of the Water Commissioner, or by diversion at the Suburban Diversion point on the South Platte River and subsequent storage in the East and West Reservoirs. Water stored in the East and West Reservoirs under the Water Rights and under the Water Storage Rights may be directly used year-round, for industrial purposes in conjunction with operations at the Gravel Pit, or released from storage to offset out-of-priority depletions from operations at the Gravel Pit in conjunction with this plan for augmentation. Quantification of the river credits available under the Standley Lake Shares and Burlington Ditch shares, and use of the river credits for augmentation purposes under this plan for augmentation will generally be subject to the terms and conditions applicable to the change of Standley Lake Shares in Case. No. 02CW266 and to the change of Burlington Ditch Shares in Case Nos. 87CW107 and 90CW229. c. Acounting: 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. Applicant anticipates that measurement and accounting requirements relating to the use of the Standley Lake Shares and Burlington Ditch shares for augmentation purposes will parallel those included in the decrees entered Case Nos. 02CW266, 87CW107 and 90CW229. d. Water quality: The water to be provided for augmentation is 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). AMENDMENTS 72CW5578 ,Petitioner: Maple Hill Water Company, LLC, a Colorado Limited Liability Company. VERIFIED PETITION FOR AMENDMENT OF DECREE, in LARIMER COUNTY. All future correspondence and pleadings to Sara J.L. Irby, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO 80525. In accordance with the provisions of, and the authority provided by, Rule 4(b) of the Uniform Local Rules for All State Water Court Divisions, and Rule 60(b)(5) of the Colorado Rules of Civil Procedure, Petitioner petitions this court to amend the decree issued in Case No. W-5578 to correct the legal descriptions of the wells contained therein. As grounds therefor, Petitioner states as follows: A decree was entered by this court in Case No. W-5578 on October 7, 1975, and amended on August 3, 2004. It decreed two wells, identified as Baker Well No. 1-11888 (Baker Well No. 1) and Baker Well No. 2-11889 (Baker Well No. 2). The decree states the locations of the wells as

follows: Baker Well No. 1 is located in the NE1/4 of the NW1/4 of Sec. 32, T 8 N., R 68 W. of the 6th P.M., in Larimer County, at a point 100 ft. S of the N. sec. line and 1500 ft. E. of the W. sec. line of said Sec. 32. Baker Well No. 2 is located in the NE1/4 of the NW1/4 of Sec. 32, T 8 N., R 68 W. of the 6th P.M., in Larimer County, at a point 475 ft. S. of the N. sec. line and 1700 ft. E. of the W. sec. line of said Sec. 32. The actual locations of the wells are as follows: Baker Well No. 1 is located in the NW1/4 of Sec. 32, T 8 N., R 68 W. of the 6th P.M., in Larimer County; and being more particularly described as follows: Considering the north line of the NW1/4 of said Sec. 32 as bearing S 89º28'40'' EW as shown on the plat of Maple Hill, reception number 20040004921, January 16, 2004, with all bearings contained herein relative thereto: Commencing at the NW corner of said Sec. 32; thence along the north line of said NW1/4 of Sec. 32 S 89º28'40'' E, 927.61 ft.; thence S 00º31'20'' W, 47.07 ft. to the center of the well. Baker Well No. 2 is located in NW1/4 of Sec. 32, T 8 N., R 68 W. of the 6th P.M.; in Larimer County; and being more particularly described as follows: Considering the north line of the NW1/4 of said Sec. 32 as bearing S 89º28'40'' EW as shown on the plat of Maple Hill, reception number 20040004921, January 16, 2004, with all bearings contained herein relative thereto: Commencing at the NW corner of said Sec.32; thence along the north line of said NW1/4 of Sec. 32 S 89º28'40'' E, 1003.95 ft.; thence S 00º31'20'' W, 190.00 ft. to the center of the well. This petition does not seek any other changes to the decree other than to correct the locations of the wells. The wells have not been moved. They are in the same location that they have always been located. An error occurred in describing the locations of the wells in the original decree in Case No. W-5578. Petitioner requests that this petition be published in the Court’s water resume. This request is made because petitioner seeks a change of over 200 ft. in the decreed location of each well. The actual location of Baker Well No. 1 is 576.63 ft. away from its decreed location and Baker Well No. 2 is 761.02 ft. away from its decreed location. Petitioner is the successor in interest to the Baker Wells Nos. 1 and 2. Petitioner also filed the proper Change of Ownership and Correction of Well Location Notices with the State Engineer’s Office. Accompanying this motion is a proposed order that the decree be corrected and amended, and a second amended decree containing the correct location of the wells, for the Court’s consideration. WHEREFORE, Petitioner prays that the Court enter the proposed order correcting and amending the decree; that it publish this petition in the Court’s water resume; that it execute the second amended decree itself, and enter such other orders as the Court deems appropriate. 02CW401 SECOND AMENDMENT TO APPLICATION OF THE UPPER PLATTE AND BEAVER CANAL COMPANY. IN MORGAN COUNTY, COLORADO. 1. Name, address and telephone number of Applicant: Upper Platte and Beaver Canal Company, Philip Mortensen, Director, 18633 Road 26, Brush, Colorado 80723, Ph: (970) 842-2016; Attorney: Mary Mead Hammond and Amy N. Huff, Carlson, Hammond & Paddock, 1700 Lincoln Street, Suite 3900, Denver, CO 80203, Ph: (303) 861-9000. 2. Amendments to Application. 2.1 General: On November 22, 1983, in Case No. W-2968, the Water Court entered a Decree approving a Plan for Augmentation, including the right to divert water from the South Platte River for recharge and augmentation purposes, to augment out-of-priority depletions from the use of 93 wells owned and operated by stockholders of the Applicant Upper Platte and Beaver Canal Company. On April 17, 1992 the Plan was amended by the entry of Findings of Fact, Conclusions of Law, Judgment and Decree Amending Augmentation Plan, adding additional recharge sites and augmentation sources to the decreed Plan. On December 30, 2002, Applicant filed Case No. 02CW401 seeking approval of further amendments to the Plan for Augmentation, and on May 30, 2003 Applicant filed a First Amendment to Application, which added additional sources of augmentation to the application. By this Second Amendment to Application, Applicant seeks again to add additional sources of augmentation to the original application filed on December 20, 2002. 2.2 Amendments to pending Application. 2.2.1. Background: The Plan for Augmentation of the Applicant, as decreed in 1983 in

Case No. W-2968, and amended in 1992, addresses out-of priority stream depletions resulting from use of 93 wells owned and operated by stockholders of the Applicant. Those wells are all used for irrigation purposes, and the Augmentation Plan accordingly determines depletions and augmentation requirements based on that use. Augmentation sources decreed to replace such depletions include recharge credit from the exercise of the recharge water right decreed to the Company; recharge credits available to the Company by virtue of its ownership of capital stock in the Riverside Reservoir and Land Company, and recharge credits leased from other irrigation companies in the vicinity of the Company. In response to the drought conditions of the last several years, and other developments in the South Platte Basin, the Company has decided to incorporate other water sources available to it into the Augmentation Plan. The purpose of this Second Amendment, therefore, is to include: (1) the Applicant’s direct flow water rights; (2) 33 shares of the capital stock of the Jackson Lake Reservoir and Irrigation Company; and (3) 31 shares of the capital stock of the Riverside Reservoir and Land Company, as augmentation sources for the Plan.2.2.2. Amendments. 2.2.2.1. Paragraph 3 of the Application filed herein on December 30, 2003, is amended to read as follows: 3. Water rights to be used for augmentation: (1) Upper Platte and Beaver Canal Company recharge right. a. Previous Decrees: (1) Date entered: November 22, 1983; February 8, 1989. (2) Case No.: W-2968; 87CW242. (3) Court: District Court in and for Water Division No.1. (4) Type of water right: Surface diversions for recharge. (5) Point of diversion: The point of diversion from South Platte River is the headgate of the Upper Platte and Beaver Canal, which is located at a point whence the SE corner of Section 35, T4N, R58W of the 6th P.M., Morgan County, Colorado, bears S 13º 57' E, 5,020.2 feet. (6) Source: South Platte River. (7) Amount: 234.17 c.f.s., with average annual diversions over any ten year period not to exceed 12,000 acre feet. (8) Appropriation date: June 12, 1972. (9) Decreed use: Recharge for augmentation of wells augmented pursuant to Upper Platte and Beaver Canal Company plan for augmentation. (2) Augmentation Wells, being up to 93 wells of the Applicant’s stockholders adjudicated in Amended Findings, Ruling and Consent Decree in Case No. W-2968 entered by the Referee on February 17, 1978, with corrections entered by the Water Court on May 12, 1978, June 20, 1978, September 10, 1978, and Ruling confirmed as Decree of the Water Court on September 22, 1978; Findings and Ruling of Referee and Decree of the Water Court in Case No. W-1465 entered on December 29, 1977; Findings and Ruling of the Referee and Decree of the Water Court in Case No. W-1466 entered on December 29, 1977; Findings and Ruling of the Referee and Decree of the Water Court in Case No. W-4310 entered on July 12, 1977, and Findings and Ruling of the Referee and Decree of the Water Court in Case No. W-4311 entered on July 12, 1977. (3) 50 shares of the capital stock of the Morgan-Prewitt Reservoir Company. a. Previous Decrees: (1) Dates entered: January 5, 1922; November 18, 1965. (2) Cases No.: CA 2142; CA16704. (3) Court: Weld County District Court. (4) Type of water right: Off-channel storage reservoir. (5) Point of diversion: On the east bank of the South Platte River in the SW1/4 of Section 24, T5N, R55W of the 6th P.M., Morgan County, Colorado; the reservoir is located on all or portions of Sections 1, 2, 10, 11, 12, 13, 14 and 15, T5N, R54W, and in parts of Sections 5, 6 and 7, in T5N, R53W of the 6th P.M. in Logan and Washington Counties, Colorado.(6) Source: South Platte River. (7) Amounts: 32,300 a-f; 24,560 a-f . (8) Appropriation dates: May 25, 1910; December 31, 1929. (9) Decreed use: Storage for irrigation purposes. (10) Location of Use and Summary of Historical Diversions: The location of use of these shares has been on the lands served by the Upper Platte and Beaver Canal, depicted on the Map attached hereto as Exhibit 1, and a summary of historical diversions is attached as Table 2. (4) Upper Platte and Beaver Canal Company Direct Flow water rights. a. Previous Decrees: (1) Dates entered: April 28, 1883; November 21, 1895; November 5, 1909; January 8, 1910; January 19, 1910; September 8, 1948. (2) Cases No.: 6009; 433; 2283; 47394; 2360; 11195. (3) Court: District Court in and for Arapahoe County (No. 6009); District Court of Weld County (No. 433; No. 2283; No. 2360; No. 11195); District Court, City and County of Denver (No. 47394). (4) Type of water right: Direct flow. (5) Point of diversion: The headgate of the Upper Platte and Beaver Canal is located on

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the South Platte River in Morgan County, Colorado, at a point whence the SE corner of Section 35, T4N, R68W, 6th P.M. bears S. 13º 57’E, 5,020.2 feet, being approximately 7,680 feet from the original decreed point of diversion. (6) Source: South Platte River. (7) Amounts: 15 c.f.s.; 5.17 c.f.s.; 50.0 c.f.s.; 164.0 c.f.s. (8) Appropriation dates: April 20, 1868; May 15, 1869; June 20, 1882; April 15, 1888. (9) Decreed use: Irrigation. (10) Location of Use and Summary of Historical Diversions: The location of use has been on the lands served by the Upper Platte and Beaver Canal, depicted on the Map attached hereto as Exhibit 1, and a summary of historical is attached as Table 1. (5) 33 shares of capital stock of the Jackson Lake Reservoir and Irrigation Company. a. Previous Decrees: (1) Dates entered: January 15, 1914; April 11, 1915; June 8, 1965(2) Cases No.: 2142; 16704. (3) Court: Weld County District Court. (4) Type of water right: Off-channel storage reservoir. (5) Point of diversion: The headgate of the Jackson Lake Inlet Canal is located at a point on the north bank of the South Platte River 900 feet south and 200 feet west of the center of the SE1/4 of Section 18, T4N, R61W, 6th P.M., Morgan County, Colorado. The inlet extends thence easterly about 10 miles to the reservoir. Jackson Lake Reservoir is located in Sections 10, 13, 14, 15, 16, 21, 22, 23, 24, 26, and 27 all in T5N, R60W, 6th P.M., Morgan County, Colorado. (6) Source: South Platte River. (7) Amounts: 30,992 a-f; 4,637 a-f; 8,269.92 a-f. (8) Appropriation dates: May 18, 1901; December 31, 1929. (9) Decreed use: Irrigation. (10) Location of Use and Summary of Historical Diversions: The location of use of these shares has been on the lands served by the Upper Platte and Beaver Canal, depicted on the Map attached hereto as Exhibit 1, and a summary of historical diversions is attached as Table 4. (6) 31 shares of capital stock of the Riverside Reservoir and Land Company. a. Previous Decrees: (1) Dates entered: January 15, 1914; June 8, 1965. (2) Cases No.: CA 2142; CA 16704. (3) Court: Weld County District Court. (4) Type of water right: off-channel storage reservoir. (5) Point of diversion: The ditch to be used to fill the reservoir is the Riverside Canal, having a capacity of 1,000 c.f.s. at the point of diversion located on the north bank of the South Platte River near Kuner, Colorado, in the SW1/4SW1/4, Section 20, T5N, R63W, 6th P.M., Weld County, Colorado. (6) Source: South Platte River. (7) Amounts: 16,070 a-f; 41,437 a-f.; variable, allow fill to level 33.55 feet above the bottom of the reservoir outlet tubes; 56,325 a-f. (8) Appropriation dates: April 1, 1902; August 1, 1907; October 25, 1910; December 31, 1929. (9) Decreed use: Irrigation. (10) Location of Use and Summary of Historical Diversions: The location of use of these shares has been on the lands served by the Upper Platte and Beaver Canal, depicted on the Map attached hereto as Exhibit 1, and a summary of historical diversions attached as Table 3. In addition, the Riverside Reservoir and Land Company carries out recharge operations pursuant to decrees in Cases No. 88CW239, 88CW264(A), 89CW27, entered on February 14, 1991, April 30, 1996, and April 30, 1996, respectively, and under its ditch and reservoir system and thereby generates credits, which it allocates among its shareholders on a pro rata basis. The Company requests the right to use recharge credits generated by Riverside Reservoir and Land Company under any decrees entered subsequent to the date this application was filed. 2.2.2.2. Subsection F of paragraph 4.b.2. of the Application previously added herein on May 30, 2003, is amended to read as follows: F. Out-of-Priority Depletions resulting from the use of the wells herein may also be replaced by means of: (1) Credits attributable to 50 shares of the capital stock of the Morgan-Prewitt Reservoir Company. a. The Company proposes that water attributable to its 50 shares in the Morgan-Prewitt Reservoir Company may be released to augment out-of-priority diversions resulting from the use of the wells in the Plan, including the augmentation use of the wells. Augmentation may be effected by direct release of the water, by exchange, and by recharge. Portions of the stored water may also be reserved and released as necessary to replicate historical returns from the use of the water for its original purposes. (2) Augmentation pumping of the wells herein. a. The Company proposes that water pumped for augmentation shall be separately accounted for by volume, time, and location of pumping. Such augmentation water shall be delivered to the South Platte River to augment out-of-priority depletions resulting from the use of wells in the Plan,

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including the augmentation use of the wells. Augmentation water pumped by the wells may be delivered to the South Platte River by (1) being pumped into the Upper Platte and Beaver Canal, whence it discharges into Beaver Creek and flows into the South Platte River, all within 24 hours of pumping, or (2) by in-ditch substitution and exchange, whereby augmentation water from the wells is discharged into the Upper Platte and Beaver Canal, and diversions at the headgate of the Canal on the South Platte River are reduced by the amount of augmentation water pumped into the Canal. b. Depletions accruing to the South Platte River and its tributaries as a result of such augmentation pumping shall be determined on the basis that stream depletions from augmentation pumping are equal to 100% of the volume pumped. These depletions shall be incorporated into the Plan for Augmentation, and shall be replaced, when out-of-priority, pursuant to the Plan, (e.g. using the methodology decreed in the Plan to determine the timing of the depletions, and replacing the out-of-priority depletions with the augmentation sources in the Plan). (3) Upper Platte and Beaver Canal Company direct flow water rights. a. The Company proposes to change the use of its direct flow water rights to allow use for augmentation of wells in the Company's Plan for Augmentation as an alternate use to irrigation use. Use for augmentation may be effected by forgoing diversions and leaving the water available for diversion under said water rights in the stream to replace out-of-priority depletions, by delivering water diverted on the rights to the South Platte, or by diverting the water available under said water rights through the Company’s canal for recharge purposes. (4) 33 shares of the capital stock of the Jackson Lake Reservoir and Irrigation Company. a. The Company proposes that water attributable to its 33 shares in the Jackson Lake Reservoir and Irrigation Company may be released to augment out-of-priority diversions resulting from the use of the wells in the Plan, including the augmentation use of the wells. Augmentation may be effected by direct release of the water and by recharge. Portions of the stored water may also be reserved and released as necessary to replicate historical returns from the use of the water for its original purposes. (5) 31 shares of the capital stock of the Riverside Reservoir and Land Company. a. The Company proposes that water attributable to its 31 shares in the Riverside Reservoir and Land Company may be released to augment out-of-priority diversions resulting from the use of the wells in the Plan, including the augmentation use of the wells. Augmentation may be effected by direct release of the water and by recharge. Portions of the stored water may also be reserved and released as necessary to replicate historical returns from the use of the water for its original purposes. 2.2.2.3. In all other respects, the Application in Case No. 02CW401 remains as originally filed and published. 3. All Statements of Opposition filed in response to the original Application and the First Amendment to Application in this Case No. 02CW401, shall continue to apply to this Second Amendment to Application. (Application, 14 pages). 03CW089 The Lonetree Members Accretion Company, c/o Eldon Marrs, President, 45490 Weld County Road, Pierce, CO 80650. SECOND AMENDMENT TO APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION IN LARIMER AND WELD COUNTIES. All future correspondence and pleadings to: William R. Fischer, Fischer, Brown & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO, 80525 (970) 407-9000. 2. The Application in this case (Case No. 2003CW089) was filed by The Water Supply and Storage Company (“WSSC”) in the District Court, Water Division 1, State of Colorado on February 28, 2003. The Application was contained in the February 2003 resume for Water Division 1 beginning at page 32. Inter alia, at paragraph 4.a. the application recites: The Water Supply and Storage Company (“WSSC”) is a mutual ditch company organized pursuant to Colorado law. WSSC holds legal title to the water rights evidenced by the decrees recited in paragraph 3, above. The decrees recited in paragraph 3, above, confirm rights to divert “transmountain” or “foreign” waters (hereinafter “foreign waters”), being water which is not native to the Cache La Poudre or South Platte River basins, which has been and continues to be diverted from the Colorado, Michigan, and Laramie River basins,

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and which has been and continues to be diverted into the Cache La Poudre River and used by shareholders of WSSC, either directly or after storage. 3. An Amendment in this case was filed by WSSC on January 29, 2004 (hereinafter “the Application, as amended”). The Amendment was published in the January, 2004 resume for Water Division 1 beginning at page 27. 4. By order of the District Court, Water Division 1, State of Colorado, the Lonetree Members Accretion Company, a Colorado nonprofit corporation (“LOMAC” or “Applicant”) has been substituted as the applicant in this matter. All portions of the Application, as amended, shall remain as originally claimed and published, except as specifically described in paragraph 5 herein. 5. Second Amendment to Application for Approval of Plan for Augmentation: Applicant hereby files the following amendments to the Application, as amended, in this matter. a. A new subparagraph, being subparagraph “e”., is hereby added to paragraph 4 of the Application, as amended, as follows: In the event that the augmentation or replacement waters designated above are not adequate in amount to fully replace the depletions caused by the pumping of one or more of the wells included in this augmentation plan, Applicant also claims the right to provide augmentation or replacement water under this plan for augmentation by providing as augmentation or replacement water the foreign water return flows attributed to shares of capital stock of WSSC that Applicant or its members may obtain the right to so use, including: (a) foreign water return flows that are attributed to shares of capital stock of WSSC when such shares in their entirety are leased, owned, or otherwise controlled by shareholder/well owners and used for irrigation of the lands of the shareholder/well owners, and (b) foreign water return flows remaining after the first use of foreign waters attributed to shares of capital stock of WSSC that are used by those other than the shareholder/well owners, when such foreign water return flows are leased or purchased by Applicant or its members. Foreign water return flows are fully usable for augmentation purposes (See City of Thornton v. Bijou Irrigation Company, 926 P.2d 1 (Colo. 1996)). b. A new paragraph, being subparagraph “8”, is hereby added to the Application, as amended, as follows: The shareholder/well owners, receive the waters delivered to them pursuant to their stock ownership in WSSC by means of the Larimer County Canal and lateral ditches. The headgate of the Larimer County Canal is located on the Cache La Poudre River in the SE1/4 SW1/4 of Section 13, Township 8 North, Range 70 West of the 6th P.M., Larimer County, Colorado. The Larimer County Canal is operated by WSSC; this canal is the main delivery canal of WSSC. The address of WSSC is 2319 E. Mulberry Avenue, Fort Collins, CO 80524. c. Paragraph 2 of the Application, as amended, recites, in “Table 1”, the structures to be augmented, and included the following well:

WSSC # Permit

# Case #

Owner Address Appropriation

Adjudication

QTR 40

QTR 160

SEC

TNP

RNG

GPM

043-03 Pending

Podtburg Dairy Limited Partnership, LLLP, Marrs Land & Cattle, LLP

5651 WCR 42, Johnstown, CO 80534

NW 1/4

SW 1/4

17 08N 65W

100

hereinafter “Well 043-03”. Table 1 is amended to exclude Well 043-03 as a structure to be augmented by and under the Plan for Augmentation herein. 6. Applicant agrees that all filed Statements of Opposition previously filed shall be applicable to this Second Amendment. 06CW157 THE TOWN OF CASTLE ROCK. (Henry D. Worley, 530 Communication Circle, Suite 204, Colorado Springs, CO 80905-1743. Telephone: (719) 520-9288. The requested Application

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Amendment in DOUGLAS COUNTY is as follows: Applicant applied for a determination of water rights in the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying two contiguous parcels of land in Section 23, T. 8 S., R. 67 W., 6th P.M. in Douglas County, totaling approximately 26 acres, and to withdraw the water rights so decreed from any location which was the subject of Applicant�s �well field� application in Case No. 97CW168, except that Applicant does not seek to withdraw nontributary and not nontributary water from the same well. Paragraph 9 of the Application is amended to indicate that the water in the Lower Dawson aquifer is nontributary rather than not nontributary, and that no more than 98 percent of the water diverted from the Lower Dawson aquifer may be consumed. The Application remains unchanged in all other respects.� 06CW162 DUANE BARTELS, 400 North County Road #9, Ft. Collins, CO 80524. Telephone: (970) 482-5839. AMENDMENT TO APPLICATION FOR CHANGE OF WATER RIGHT IN LARIMER COUNTY. Decreed name of structure for which change is sought: Bartels Farms Wells #2 & 3 (19377-SR & 19377-RR) from previous decree entered: 1953 in Case No. CA11217. Both wells located in the West one-half of Sec. 21, T8N, R68W of the 6th PM, Larimer County, Colorado. Well #2 at a point whence the Southwest corner of said Sec. 21 bears South 21°20’ West 2594.2 feet. Well #3 at a point whence said Southwest corner bears South 31°45’ West 2906.9 feet. Source: Underground or sub-surface percolating water in subterranean water bearing strata underlying lands owned by claimant and others. Appropriation Date: #2-5/18/1948; #3-9/15/1947. Amount: #2 -3.79 cfs; #3 -2.67 cfs. Historic Use: Irrigation of 320 acres together with Well #1. Proposed change: The original wells were not moved from where they were located at the dates of appropriation, but that errors in measurement resulted in an incorrect descriptions of their locations and that the replacement well #2 is approximately 70 feet from the original location. The locations shown here were determined using precise surveying procedures and differ from the approximations shown on the permits. New Description: Larimer County, NW1/4, SW1/4, S21, T8N, R69W of the 6th PM at a distance 2247 feet from the South and 578 feet from the West -Well #2 (prior loc.); 2294 feet from the South and 1004 feet from the West – Well #3. Owners of land: Duane C. Bartels. 2006CW278 GENESEE WATER AND SANITATION DISTRICT 17301 West Colfax Avenue, Suite 220, Golden, Colorado 80401 (James R. Mongtomery, Richard J. Mehren, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, CO 80306, (303) 443-8782) AMENDMENT TO APPLICATION FOR WATER STORAGE RIGHT IN JEFFERSON COUNTY The applicant, by and through its attorneys, hereby amends the application in this case. Because no statements of opposition or other responsive pleading has yet been filed, applicant may amend the application as a right as follows: Legal Description: Genesee Augmentation Reservoir No. 2 is located in the SE1/4 of Section 25, Township 4 south, Range 71 West of the 6th P.M. The dam impounds the stream channel in the SE1/4 SE1/4 of Section 25, Township 4 South, Range 71 West of the 6th P.M. approximately 639 feet north of the South section line and 230 feet west of the East section line of said Section 25. 1. Paragraph 6 of the application titled “Amount claimed” is amended as follows: the reference to “107.46 acre-feet” is amended to read “125 acre-feet (or the actual as-built capacity of Genesee Augmentation Reservoir No. 2)”. 2. Paragraph 7 of the application titled “Use” is amended to read as follows: “The water stored in Genesee Augmentation Reservoir No. 2 will be used for all municipal, domestic, industrial, commercial, irrigation, piscatorial, fire protection and control, and other beneficial uses, including use for augmentation purposes and/or by exchange.” 3. Paragraph 8 of the application titled “Surface area of high water line” is amended to read as follows: “8. Surface area of high water line: approximately 2.75 acres.” 4. Paragraph 8.a. of the application titled “Maximum height of dam in feet” is amended as follows: the

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reference to “116 feet” is amended to read “approximately 119 feet.” 5. Paragraph 8.b. of the application titled “Length of dam in feet” is amended as follows: the reference to “360 feet” is amended to read “approximately 360 feet.” 6. Paragraph 9 of the application titled “Total capacity of reservoir in acre-feet” is amended as follows: the reference to “104.39 acre-feet” is amended to read “approximately 121.93 acre-feet” and the reference to “3.07 acre-feet” is amended to read “approximately 3.07 acre-feet.” No other changes are made to the application as previously filed and published. Applicant respectfully requests the Court to publish this amendment. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of March 2007 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original with triplicate copies and include $70.00 filing fee. A copy of each Statement of Opposition must also be served upon the Applicant or Applicant’s Attorney and an affidavit or certificate of such service of mailing shall be filed with the Water Clerk.