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DISTRICT COURT, WATER DIVISION 1, COLORADO DECEMBER 2010 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 DECEMBER 2010 for each County affected. 10CW286, Pinneo Feedlot, LLC, c/o Joel Chisum, Manager, 32295 U.S. Highway 34, P.O. Box 384, Brush, Colorado 80723, (970) 842-0701, jwchisum@pinneofeedlot.com (Attorneys: James S. Witwer, Ema I. G. Schultz, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203). APPLICATION FOR CHANGE OF WATER RIGHT IN MORGAN COUNTY. 2. Decreed water right for which change is sought: A. Name of structure: Jack Boxer and Son Well No. 3-10540 (“Well No. 3”). B. Date of original and all relevant subsequent decrees: Case No: W-6272, Entered: August 11, 1976, Court: Water Division 1; Case No: 03CW407, Entered: August 5, 2010, Court: District Court, Water Division No. 1. C. Decreed legal description of structure: 1,055 feet North of the South line and 1850 feet East of the West line of Section 33, Township 4 North, Range 55 West of the 6th P.M., Morgan County, Colorado. D. Decreed source of water: Ground water. E. Appropriation Date: April 30, 1957; Total Amount decreed to structure: 0.41 c.f.s. F. Decreed use or uses: domestic and commercial. G. Amount of water that applicant intends to change: 0.41 c.f.s. 3. Detailed description of proposed change: A. Complete statement of change: Pinneo is seeking to correct the decreed location of Well No. 3. Pinneo augments all out-of-priority depletions from Well No. 3 pursuant to the decree entered in Case No. 03CW407. The timing and location of out-of-priority depletions from Well No. 3 in Case No. 03CW407 are calculated based on the actual location of Well No. 3, not the decreed location. Per agreement with the State and Division Engineers, this application seeks approval of the correction of the decreed location of Well No. 3 so that it conforms with the actual location of Well No. 3 as augmented in Case No. 03CW407. B Correct location of a well in an existing decree: 1) Decreed Location: 1,055 feet North of the South line and 1,850 feet East of the West line of Section 33, Township 4 North, Range 55 West of the 6th P.M., Morgan County, Colorado. See Exhibit A attached to application. 2) Actual Location: 2,480 feet South of the North line and 1,690 feet East of the West line in the SE1/4 of the NW1/4 of Section 33, Township 4 North, Range 55 West of the 6th P.M., Morgan County, Colorado. See Exhibit A attached to application. C. Attach copies of well permits: The current well permit for Well No. 3 is attached to the application as Exhibit B. 4. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. You must notify these persons that you are applying for this water right, and certify to the Court that you have done so. Pinneo is the owner of all lands upon which Well No. 3 is located and used. 10CW287 JOHN AND SUSAN SWANBORG, JIMMIE CHESTER AND JOANN SPARKS, 11760 Depew Ct., Westminster, CO 80020. Telephone: (303) 466-5631. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Date of original decree: 01-20-2005 in case 96CW496(A) in Water Division 1. Swanborg Ranch well located NE1/4, NW1/4, S34, T9S, R75W of the 6th PM at a distance 108 feet from North and 1510 feet from West. Elkhorn Ranches subdivision; Lot 149. Source: Groundwater. Appropriation date: 12-31-75. Use: Single family dwelling. 10CW288 WILLIAM H. MCCLELLAND, PO Box 967, Ft. Collins, CO 80522. Telephone: (970) 224-2455. APPLICATION TO MAKE ABSOLUTE IN LARIMER COUNTY. Date

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of original decree: 11-10-04 in case 04CW04 in Water Division 1. Calf Pond located SW1/4, NW1/4, S35, T12N, R70W of the 6th PM at a distance 1498 feet from North and 910 feet from West. Street address: 8576 Rd. Mtn. Rd., Livermore, CO 80536 NKA 2576 Granite Canyon Rd., Livermore, CO 80536. Source: WFR Springs 1-7 as previously adjudicated. Appropriation date: 11-30-88. Amount: 1.2 af. Claim to make absolute: Date water applied to beneficial use: April 10, 2005. Amount: 1.2 af. Use: Storage for the purpose of recreation, fish habitat, livestock watering, and a water source for riparian wildlife. 10CW289 THE ESTATE OF LAEL S. DEMUTH, CARRIELLEN DEMUTH, and LAURENCE W. DEMUTH, JR., APPLICANTS FOR FINDING OF REASONABLE DILIGENCE. IN CLEAR CREEK AND JEFFERSON COUNTIES. 1. Name, address and telephone number of Applicants: The Estate of Lael S. DeMuth, c/o Laurence W. DeMuth, Jr., 5000 South Boston Street, Greenwood Village, CO 80111, Carriellen DeMuth, c/o Laurence W. DeMuth, Jr., 5000 South Boston Street, Greenwood Village, CO 80111, Laurence W. DeMuth, Jr., 5000 South Boston Street, Greenwood Village, CO 80111, Please direct all correspondence and pleadings to: Raymond L. Petros, Esq., Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, CO 80202, Telephone: (303) 825-1980. 2. Name of Conditional Water Rights: DeMuth Wells Nos.1-3, DeMuth Well No. 4 (Well Permit No. 168746), and the DeMuth Exchange. 3. Description of Conditional Groundwater Rights: Original decrees: i. DeMuth Wells Nos. 1-3: Decreed by the District Court, Water Division No. 1, in Case No. Case No. 95CW271, on January 16, 1997. ii. DeMuth Well No. 4: Decreed by the District Court, Water Division No. 1, in Case No. 98CW226, on November 13, 1998. The DeMuth Well No. 4 has been constructed pursuant to Well Permit No. 168746, as described in Case No. 03CW51. B. Legal description: i. DeMuth Well No. 1: Proposed to be located in the NW/4 of Section 9, Township 4 South, Range 70 West, 6th P.M. at a point approximately 40 feet south of the North Section Line and 1, 790 feet east of the West Section Line. ii. DeMuth Well No. 2: Proposed to be located in the NW/4 of Section 9, Township 4 South, Range 70 West, 6th P.M. at a point approximately 500 feet south of the North Section Line and 1,670 feet east of the West Section Line. iii. DeMuth Well No. 3: Proposed to be located in the NW/4 of Section 9, Township 4 South, Range 70 West, 6th P.M. at a point approximately 1,030 feet south of the North Section Line and 2,075 feet east of the West Section Line. iv. DeMuth Well No. 4: Located in the NE/4NW/4 of Section 9, Township 4 South, Range 70 West, 6th P.M. at a point approximately 870 feet south of the North Section Line and 1,790 feet east of the West Section Line. C. Source: Groundwater tributary to Deadman Gulch, a tributary of Kenney’s Run, a tributary of Clear Creek, a tributary of the South Platte River. D. Depth: Approximately 500 feet, for each well. E. Amount: 15 g.p.m., CONDITIONAL, for each well, and up to 0.51 acre-foot (166,184 gallons) per year for each well, CONDITIONAL, including DeMuth Well No. 4 to the extent that the DeMuth Well No. 4 water right is not already decreed absolute. F. Use: Irrigation of up to 3,682 square feet for each well for a total maximum irrigated area under the four wells of 14,728 square feet of lawns, gardens and landscaping located proximate to the wells as described in Paragraph 3.B., above; and for domestic and household uses inside four single family residences. Wastewater from the four residences will be treated and returned using non-evaporative septic tank/leachfield systems. The four residences will be located on a parcel of land comprising approximately 21 acres located in the NW/4 of Section 9, Township 4 South, Range 70 West, 6th P.M., more particularly described as Parcel D, Exemption Survey Section 9, Township 4 South, Range 70 West of the 6th P.M., E21-3-92, being a reconfiguration of Lot I, Lookout Mountain Park Subdivision No.2, Amendment No.1, and a portion of the NW/4 of said section 9, recorded January 13, 1993 at Reception No. 93006338 in the records of Jefferson County, Colorado. The said parcel is depicted on the [map attached hereto as Exhibit A.] G. Appropriation Date: August 29, 1995. H. Priority Date: DeMuth Wells Nos. 1-3: December 29, 1995. DeMuth Well No. 4: March 19, 1998. I. Prior diligence decrees: A finding of reasonable diligence was made in the decree entered in Case No. 03CW51, on

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December 7, 2004. The decree included a finding that the DeMuth Well No. 4 had been constructed. 4. Description of Conditional Exchange: A. Original decree: Decreed by the District Court, Water Division No. 1, in Case No. Case No. 95CW271, on January 16, 1997; and modified by the decree entered by the District Court, Water Division No. 1, in Case No. 98CW226, on November 13, 1998. B. Description of Exchange: Pursuant to the terms and conditions set forth in the decrees entered in Case Nos. 95CW271 and 98CW226, Applicant may deliver water at or above the confluence of Beaver Brook and Clear Creek and take in exchange from Beaver Brook an equal amount of water and store the said water in the Beaver Brook Reservoir (a/k/a Beaver Brook Reservoir No. 1) and/or the Upper Beaver Brook Reservoir (a/k/a Beaver Brook Reservoir No. 3A). Applicant’s right to use the above-described reservoirs and pipe lines is subject to and defined by the agreement between Applicant and Lookout Mountain Water District dated January 10, 1996, as it may be amended from time to time. C. Legal descriptions: i. Confluence of Beaver Brook and Clear Creek: Located at a point in the NW/4 of Section 3, Township 4 South, Range 71 West of the 6th P.M. in Jefferson County, Colorado. ii. The Beaver Brook Reservoir: Located on the South fork or branch of Beaver Brook in the NW/4 NE/4 of Section 14, Township 4 South, Range 72 West of the 6th P.M. in Clear Creek County, Colorado. iii. The Upper Beaver Brook Reservoir: Located on the South fork or branch of Beaver Brook in the SW/4 SE/4 of Section 15 and the N/2 of Section 22, Township 4 South, Range 72 West of the 6th P.M. in Clear Creek County, Colorado. iv. The Beaver Brook Pipeline: Located in the NW/4 NE/4 of Section 14, Township 4 South, Range 72 West of the 6th P.M. in Clear Creek County, Colorado, and the headgate thereof is situated at a point on the South bank of North Beaver Brook whence the NE corner of the said Section 14 bears N. 86°15’E a distance of 2,190 feet. The total length of said pipeline is approximately 700 feet and is used to convey water from North Beaver Brook to Beaver Brook Reservoir. v. The Golden Pipeline No. 1: The upper terminus of the Golden Pipeline No. 1 is located at the outlets of the Beaver Brook Reservoir and the Upper Beaver Brook Reservoir, described above, from whence the pipeline extends approximately 10 miles in an easterly direction to its lower terminus at the inlet of Lookout Mountain Reservoir (a/k/a Beaver Brook Reservoir No. 3) located in the NE/4 SE/4 of Section 5, Township 4 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado. D. Source of Replacement Water: Applicant executed a contract with the Vidler Tunnel Water Company, dated August 29, 1995, whereby Vidler Tunnel Water Company would deliver one acre-foot of water per year (“Vidler Water”) to Leavenworth Creek from a source not tributary to Clear Creek or the South Platte River drainage basin more particularly described as follows: The Arduser Ditch, Priority No. 249, Ditch No. 230, for 3 c.f.s. of water, with priority date of September 8, 1934, deriving its source of supply from the Snake River, a tributary of the Blue River; as changed by the Judgment and Decree of the Summit County District Court in Civil Action No. 2350. The delivery obligations under the contract were assumed by the City of Golden pursuant to the Purchase, Option, and Lease Agreement executed between the City of Golden and the Vidler Tunnel Water Company on September 14, 2000. E. Appropriation and Priority date: The appropriation was initiated on August 29, 1995, by entering into agreement with Vidler Tunnel Water Company for delivery of the water to be exchanged. The priority date of the proposed exchange is December 29, 1995, which is the date that the application was filed in Case No. 95CW271. F. Amount of exchange: 1 c.f.s., CONDITIONAL; 0.862 acre-foot per year, CONDITIONAL. G. Use: Augmentation of depletions caused by domestic use of wells for four residential units. The land on which the said residential units will be located is described in Paragraph 3.E, and depicted on [the map attached hereto as Exhibit A.] 5. Integrated System: The DeMuth Wells Nos. 1-4 are part of an integrated water project for Applicant’s property. “When a project or integrated system is comprised of several features, work on one feature shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system.” § 37-92-301, 10 C.R.S. (2009). 6. Evidence of Reasonable Diligence: During the subject six-year diligence period, the Applicant has taken steps

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to diligently develop the conditional water right, including, without limitation, the following activities: A. Applicant settled a quiet title action necessary for access to the four lots served by DeMuth Wells Nos. 1-4. B. Applicant engaged in activities in furtherance of the sale of the four lots, including entering several listing agreements, obtaining necessary approvals from Jefferson County for construction, and completing physical improvement on the lots. C. Applicant confirmed availability of the leased system capacity for storage and release of the Vidler Water with the Lookout Mountain Water District, see Paragraph 4.B. D. Lael S. DeMuth and Carriellen DeMuth conveyed a one-quarter interest in each of the four lots and the above described water rights to Laurence W. DeMuth, Jr., by deed dated December 17, 2009, and filed a Notice of Transfer of Conditional Water Rights with the Water Court, Water Division No. 1. 6. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicants. Lookout Mountain Water District. 1200 S. Wadsworth Blvd., #100 Lakewood, CO 80232 WHEREFORE, the Applicant respectfully requests that this Court: Enter a finding of reasonable diligence for DeMuth Wells Nos. 1-3; Enter a finding of reasonable diligence for DeMuth Well No. 4, to the extent that the water right has not previously been decreed absolute; and Enter a finding of reasonable diligence for the DeMuth Exchange; Continue the conditional water rights for DeMuth Wells Nos. 1-3, DeMuth Well No. 4 to the extent that the DeMuth Well No. 4 water right has previously not been decreed absolute, and the DeMuth Exchange right, in full force and effect in accordance with C.R.S. ' 37-92-301(4) (2009). 10CW290 PINEWOOD SPRINGS WATER DISTRICT, 183 Cree Court, Lyons, Colorado 80540-8118, E-mail address: admin@pwswd.com, 303-823-5345; Attorney: Veronica A. Sperling, Buchanan and Sperling, P.C., 7703 Ralston Road, Arvada, Colorado 80002, vsperling@tbvs.net, 303-431-9141. APPLICATION FOR APPROVAL OF APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE IN LARIMER COUNTY. 2. Name of appropriative right of substitution and exchange: Pinewood Springs Water District Reservoir Exchange. 3. Legal descriptions of exchange reaches and points of substitution and exchange: Pursuant to §§ 37-80-120, 37-83-104 and 37-92-302(1)(a), C.R.S., applicant seeks adjudication of an appropriative right of substitution and exchange on the Little Thompson River and unnamed tributaries of the Little Thompson River, whereby water available to applicant at the headgate of the Culver Lateral Ditch or from Culver Reservoir will be left in or delivered to the Little Thompson River and an equivalent amount of water will be diverted from the Little Thompson River or unnamed tributaries of the Little Thompson River into reservoirs owned by applicant, for storage for subsequent use by applicant for the uses described in paragraph 8 below. The points of introduction of substitute supply (exchange-from points) and the points of diversion by exchange (exchange-to points) are as follows: A. Points of introduction of substitute supply (exchange-from points): 1. Culver Lateral Ditch: The headgate of the Culver Lateral Ditch is located on the North bank of the Little Thompson River at a point in the NE1/4 of the NW1/4, Section 2, Township 3 North, Range 70 West of the 6th P.M., Larimer County, Colorado, whence the NW corner of said section bears North 54 degrees 4 minutes West, a distance of 1420 feet. 2. Culver Reservoir (a/k/a/ Blue Mountain Reservoir): Culver Reservoir is located in the SE1/4 of Section 31, Township 4 North, Range 69 West of the 6th P.M., Larimer County, Colorado. B. Points of diversion by exchange (exchange-to points): 1. Pinewood Springs Collection Gallery: Located on the Little Thompson River in the SE1/4 of the NW1/4 of Section 28, Township 4 North, Range 71 West, 6th P.M., Larimer County, whence the north quarter corner, Section 28 bears North 42 degrees 46 minutes 43 seconds East, 1,943.68 feet. Water diverted by exchange at this location will be conveyed by pipelines to Crow Lane Reservoir No. 1, Crow Lane Reservoir No. 2, Pinewood Springs Reservoir and/or Maure Hollow Reservoir for storage and subsequent beneficial use. 2. Crescent Lake/Powelson Reservoir Diversion Point: Located on the Little

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Thompson River in the NW1/4 of the NE1/4 of Section 28, Township 4 North, Range 71 West, 6th P.M., Larimer County, approximately 700 feet East of the West line of the NW1/4 of the NE1/4 and 200 feet North of the South line of the NW1/4 of the NE1/4 of said Section 28. Water diverted by exchange at this location will be conveyed by pipeline to Crescent Lake/Powelson Reservoir for storage and subsequent beneficial use. 3. Crow Lane Reservoir No. 1: Crow Lane Reservoir No. 1 is an existing reservoir located on an unnamed tributary of the Little Thompson River, in the SE1/4 of the SE1/4 of Section 29 and the NE1/4 of the NE1/4 of Section 32, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. 4. Crow Lane Reservoir No. 2: Crow Lane Reservoir No. 2 will be located on an unnamed tributary of the Little Thompson River, in the NE1/4 of the NE1/4 of Section 32, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The center of the dam will be located approximately 250 feet West of the East line and 750 feet South of the North line of said Section 32. 5. Pinewood Springs Reservoir: Pinewood Springs Reservoir will be located on an unnamed tributary of the Little Thompson River, in the NW1/4 of the SW1/4 of Section 28, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The northwest abutment of the dam will be located at or near a point which bears North 33 degrees 40 minutes East a distance of 575 feet from the southwest corner of the N1/2 of the SW1/4 of said Section 28. 6. Maure Hollow Reservoir: Maure Hollow Reservoir will be located on Maure Hollow, a tributary of the Little Thompson River, in the NW1/4 of the NW1/4 of Section 28, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The center of the dam will be located approximately 1200 feet East of the West line and 1100 feet South of the North line of said Section 28. 7. Crescent Lake/Powelson Reservoir: Crescent Lake/Powelson Reservoir will be located on an unnamed tributary of the Little Thompson River, in the SW1/4 of the NE1/4 of Section 28, Township 4 North, Range 71 West of the 6th P.M., Larimer County, Colorado. The center of the dam will be located approximately 350 feet East of the West line of the SW1/4 of the NE1/4 and 450 feet South of the North line of the SW1/4 of the NE1/4 of said Section 28. 4. Water and water rights to be used for substitution and exchange supply: A. Fully consumable water available to applicant from its seven (7) shares of stock of the Culver Irrigation Company, a mutual ditch company with 150 outstanding shares of stock. The historical consumptive use associated with applicant’s seven (7) Culver Irrigation Company shares was quantified by the decree entered in Case No. W-8001-75, District Court, Water Division 1, on February 24, 1976. The water rights represented by shares of Culver Irrigation Company stock were originally decreed out of the Little Thompson River by the Boulder County District Court on May 28, 1883 for 19.5 cfs with an appropriation date of April 15, 1867, and for 19.5 cfs with an appropriation date of April 30, 1875. D. Other water legally available for use as a substitution and exchange supply that can be delivered to the Little Thompson River at the exchange-from points described above including, but not limited to, Colorado-Big Thompson Project water owned and/or leased by applicant. The Colorado-Big Thompson Project is operated by the Northern Colorado Water Conservancy District. 5. Source of water to be diverted by exchange: The source of the water to be diverted by exchange is the Little Thompson River and the unnamed tributaries of the Little Thompson River on which the reservoirs described in paragraph 3.B. above are or will be located. 6.A. Date of initiation of appropriation: December 9, 2010. B. How appropriation was initiated: By formation of intent to appropriate coupled with certain actions in furtherance thereof, including filing of this application. C. Date water applied to beneficial use: Not applicable. 7. Amount claimed: 1 cfs, CONDITIONAL. 8. Use: Municipal use within the Pinewood Springs Subdivision including, but not limited to, domestic, recreational, fish and wildlife preservation and propagation, augmentation, replacement and exchange, with the right to use and reuse to extinction for one or a combination of the municipal uses described herein. 9. Name(s) and address(es) of owner(s) of land upon which any new diversion or storage structure or modification to any existing diversion or storage structure or existing storage pool is or will be constructed or upon which water is or will be stored: No existing diversion or storage structure will be modified. The names and

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addresses of the owners of land upon which new diversion or storage structures will be constructed or upon which water is or will be stored are as follows: A. Culver Reservoir: Culver Irrigation Company, P.O. Box 1826, Longmont, Colorado 80502-1826. B. Crow Lane Reservoir No. 1: Applicant. C. Crow Lane Reservoir No. 2: Aurora Loan Services, 10350 Park Meadows Drive, Littleton, CO 80124; Daniel Grotke, 15 Estes Park Estates Drive, Lyons, CO 80540; Colorado Cherry Company, c/o Anthony Lehnirt, 3099 Branding Iron Circle, Milliken, CO 80543. D. Pinewood Springs Reservoir: Larry Kemmer, 532 Kiowa Road, Lyons, CO 80540; Horst and Angelika Duchow, 21 Ottawa Court, Lyons, CO 80540; Michael Therrien, 83 Ottawa Court, Lyons, CO 80540. E. Maure Hollow Reservoir: U.S. Forest Service, District Ranger, Canyon Lakes Ranger District, 2150 Centre Avenue, Building E, Fort Collins, CO 80526. F. Crescent Lake/Powelson Reservoir and Crescent Lake/Powelson Reservoir Diversion Point: Pinewood Springs Property Owners Association, 61A Kiowa, Lyons, CO 80540; Verlene Thorp, 1038 Kiowa, Lyons, CO 80540; Robert Danford, P.O. Box 1609, Lyons, CO 80540; Jim Izatt, 1146 Kiowa, Lyons, CO 80540. WHEREFORE, applicant requests the Court to enter a decree confirming and approving the appropriative right of substitution and exchange described herein. (6 pages)

10CW291 (04CW40, W-7484) City of Arvada, 8101 Ralston Road, Arvada, CO 80002. (Steven P. Jeffers, Madoline Wallace-Gross, Lyons Gaddis Kahn & Hall, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900.) APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN JEFFERSON COUNTY. 2. Name of structure: Arvada Reservoir 3. Describe conditional water right (as to each structure) from Referee’s Ruling and Decree: A) Original Decree: The original decree was entered in Case No. W-7484-73, District Court, Water Division 1, on April 18, 1977. B) Subsequent Decrees: Diligence decrees were entered in Case No. 81CW108 on June 24, 1985, and in Case No. 85CW085 on June 29, 1988. The decree in Case No 89CW035, entered on January 17, 1991, confirmed that 3,964 acre feet had been made absolute, and found diligence on the remaining conditional amount. The decree In Case No. 97CW066, entered on March 26, 1998, confirmed that an additional 1,498 acre-feet had been made absolute and found diligence on the remaining conditional amount. In the decree entered in Case No. 04CW040, on December 22, 2004, the Court found reasonable diligence with respect to the remaining conditional amount. C) Legal Description: The centerline of the dam of said reservoir is described as follows: Commencing at the NE Corner of Section 3, Township 3 South, Range 70 West of the 6th P.M., Jefferson County, Colorado; thence at an angle to the right of 17°34’59” from the East line of said Section 3, a distance of 200.75 feet to the True Point of Beginning. Thence at a deflection angle to the right of 4°52’48”, a distance of 1683.374 feet to a point of curvature; thence along a curve to the right, having a radius of 2585.813 feet, and a delta of 26°07’37”, a distance of 1179.134 feet to point of tangency; thence along the tangent of the before-described curve, a distance of 819.242 feet to the point of ending. The left dam abutment is located in the NE1/4 of NE1/4 of Section 3, Township 3 South, Range 70 West, approximately 200 feet from the North section line and 0 feet from the East section line. D) Source: Ralston Creek and Clear Creek, which are tributaries of the South Platte River. E) Appropriation: i) Date: October 23, 1959. ii) Amount: The original decreed amount was 7,300 acre-feet, of which 1,838 acre feet remains conditional. 5,462 acre-feet was made absolute by prior decrees. F) Uses: Municipal, irrigation, recreation, and other beneficial uses. G) Map: A map showing the location of the reservoir is included as APPENDIX A. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: During the subject diligence period, Applicant conducted the following work: A) Completed construction of Arvada Reservoir spillway improvements on June 28, 2005, which increased the storage capacity of the reservoir, at a cost of over $4,000,000. B) Adjudicated water court cases including Case Nos. 05CW112,

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06CW071, 06CW098, 07CW214 and 10CW39. C) Opposed numerous water court cases filed by others to protect Applicant’s water rights from injury, including the subject conditional water right, and incurred legal and engineering expenses in defense of this water right. 5. If a claim to make absolute, water applied to beneficial use: None. 6. Name and address of owner of land on which any new structure or modification is or will be constructed or upon which water is or will be stored: Applicant. 10CW292 Town of Erie, c/o Public Works Director, P. O. Box 750, Erie, CO 80516, (303) 926-2700, c/o Paul J. Zilis and Aine L. Durkin, Vranesh and Raisch, LLP, P.O. Box 871, 1720 14th Street, Ste. 200, Boulder, CO 80306. APPLICATION FOR WATER STORAGE RIGHT IN WELD COUNTY. 2. Name of Reservoir: A. NWRF Reservoir. 3. Legal Description of location of dam (include distance and bearing to outlet from established government section corner or quarter corner; or distance from section lines, and indicate 1/4 1/4, section number, township, range and meridian; include map): There is no dam for the reservoir. The structure is a lined gravel pit located in the N 1/2, Section 31, Township 2 North, Range 68 W, 6th P.M., as shown on the map attached hereto as Exhibit 1 and incorporated by reference herein. 4. Source: Boulder Creek and natural inflows. Name of Ditch used to fill reservoir and capacity in cubic feet of water per second (cfs): NWRF Pipeline, 11.2 cfs. 5. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: (include distance and bearing from established government section corner or quarter corner; or distances from section lines, and indicate 1/4 1/4, section number, township, range, and meridian, include map). NWRF Reservoir is an off-channel reservoir. In addition to the natural inflows to the reservoir, diversions from Boulder Creek will be used to fill the reservoir through the NWRF Pipeline at the following location: NE 1/4 NW 1/4 of Section 31, Township 2 North, Range 68 West, 6th P.M. at a point on the North section line and approximately 2147 feet from the West section line. 6. A. Date of appropriation: December 14, 2010. B. How appropriations were initiated: Construction of the reservoir and the NWRF Pipeline, and adoption of a Resolution by the Board of Trustees of Town of Erie. C. Date water applied to beneficial use: N/A. 7. Amount claimed: A. 1000 acre feet, conditional. B. Rate of Diversion: 11.2 cfs, conditional. 8. Use: A. If irrigation, complete the following: (1) Number of acres historically irrigated: N/A. (2) Total number of acres proposed to be irrigated: Approximately 500 acres at buildout within Applicant's planned service area which consists of 46 square miles bordered to the east by Interstate I-25 and on the west by U.S. Highway 287. The service area extends approximately 1/2 mile north of Highway 52 with Highway 7 serving as its southern boundary. Development patterns in Erie's service area will influence the locations and timing of future non-potable demands. The land use map attached hereto as Exhibit 2 depicts planned land use throughout the service area at buildout. B. If non-irrigation, describe purpose fully: Lake level maintenance, construction, industrial, fire protection, storage and exchange. 9. Surface area of high water line: Approximately 40 acres; the structure will be a lined gravel pit. A. Vertical height of dam in feet: N/A. B. Length of dam in feet: N/A. 10. Total capacity of reservoir in acre feet: 1000 acre feet. Active capacity: 800, Dead storage: 200. 11. Name(s) and address(es) of owner(s) of land on which structure(s) for the water right is located (land where dam is located and land within high water line): The Applicant is a party to a Sublease/Purchase Agreement for the land on which the structures are to be located. The land is currently owned by Spallone and Schafer Ventures, LLC, Fred L. Spallone, Inc., P.O. Box 367, Broomfield, Colorado 80020, Attn: Louis Spallone, President and leased by Asphalt Specialties Company, Inc., 10100 Dallas Street, Henderson, Colorado 80640, Attn: Dan Hunt. 11. Remarks or any other pertinent information: In addition to the conditional water rights claimed herein, Windy Gap and Colorado Big Thompson water owned by Applicant will be stored in the NWRF Reservoir. However, this Application does not seek to adjudicate any other rights other than the

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conditional water right described herein. WHEREFORE, the Applicant respectfully requests this Court to grant a decree for the conditional water right applied for herein. 10CW293. Town of Erie, c/o Public Works Director, P. O. Box 750, Erie, CO 80516, (303) 926-2700; c/o Paul J. Zilis and Aine L. Durkin, Vranesh and Raisch, LLP, 1720 14th Street, Suite 200, P.O. Box 871, Boulder, CO 80306. Application for Approval of Appropriative Right of Substitution and Exchange in BOULDER and WELD COUNTIES. 2. Name of appropriative right of substitution and exchange: WRF Exchange. 3. Description of Substitution and Exchange: The intent of this Application is to extend the exchange decreed in Case No. 02CW306, District Court, Water Division No.1, Colorado ("Case No. 02CW306"), downstream to Applicant's new North Water Reclamation Facility ("NWRF"). Pursuant to C.R.S. §§ 37-80-120, 37-83-104, and 37-92-302(1)(a), Applicant seeks adjudication of an appropriative right of substitution and exchange on Boulder Creek and Coal Creek, whereby water which is available for use by Applicant is delivered to Boulder Creek at the downstream terminus described in paragraph 4(b) herein, which is Applicant’s new North Water Reclamation Facility ("NWRF"). Said water will be used to supply downstream appropriators, and an equivalent amount of water will be exchanged to the upstream terminus at Applicant's South Water Reclamation Facility ("SWRF") described in paragraph 4(a) herein. The water will then be further exchanged upstream for the uses described in Case No. 02CW306 and paragraph 6(e) below. The exchange reach is approximately 4.16 miles in length. 4. Location of Structures: (a) South Water Reclamation Facility Discharge Point (upstream terminus): Said discharge point is located in the NE 1/4 NW 1/4 of Section 18, Township 1 North, Range 68 West, 6th P.M. at a point approximately 825 feet from the North section line and 1900 feet from the West section line. (b) NWRF Discharge Point (downstream terminus): Said discharge point is located in the NE 1/4 NW 1/4 of Section 31, Township 2 North, Range 68 West, 6th P.M. at a point on the North section line and approximately 2147 feet from the West section line. A map showing the approximate locations of the above-described structures and the substitution and exchange reach is attached hereto as Exhibit 1. 5. Water and Water Rights to be Used for Substitution and Exchange: Water rights available to Applicant at the NWRF and water stored in the NWRF Reservoir. Said sources include, but are not limited to: (a) Windy Gap Project Water: The Applicant currently owns 14 Units of Windy Gap Project water, which water is available to Applicant and will be used as one of the sources of substitute supply for the substitution and exchange applied for herein. In addition, Applicant intends to acquire by lease or purchase additional Windy Gap Units which will be utilized in this exchange. The water rights for the Windy Gap Project consist of the Jasper Pump and Pipeline; Jasper Reservoir; Windy Gap Pump, Pipeline and Canal; Windy Gap Pump, Pipeline and Canal First Enlargement; Windy Gap Pump, Pipeline and Canal Second Enlargement; and Windy Gap Reservoir. These water rights were originally decreed in Case No. CA-1768, Grand County District Court on October 27, 1980, and in Case Nos. W-4001 and 80CW108, District Court, Water Division 5 on October 27, 1980. In addition, decrees awarding absolute water rights for municipal, industrial, irrigation, and recreational uses, including reuse, successive use and use to extinction for the Windy Gap Reservoir; Windy Gap Pump, Pipeline and Canal; and Windy Gap Pump, Pipeline and Canal, First and Second Enlargements were entered in Case No. 88CW169, Water Division 5 (February 6, 1989) and Case No. 89CW298, Water Division 5 (July 19, 1990). Windy Gap Project water is introduced, stored, carried, and delivered in and through the components of the Colorado Big Thompson Project, operated by the Northern Colorado Water Conservancy District. Windy Gap Project water is imported foreign water that is available for use, reuse, and successive use until extinction. Applicant claims the right to exchange Windy Gap water which is stored in the NWRF Reservoir and Windy Gap water which has been used within Applicant’s municipal system and discharged from the NWRF or stored and released from the NWRF Reservoir. Applicant reserves the right to claim reuse of return flows from lawn grass, irrigation and all

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other uses in future Applications. (b) Colorado Big Thompson Project water. The Applicant currently owns and leases 7,319 Units of Colorado Big Thompson Project (“C-BT”) water, which water is available to Applicant and will be used as one of the sources of substitute supply for the substitution and exchange applied for herein. In addition, Applicant intends to acquire by lease or purchase additional C-BT Units which will be utilized in this exchange. The C-BT Project diverts transmountain water from the Colorado River. Water is pumped from Granby Reservoir Pumping Plant No. 1 to Shadow Mountain Lake, into Grand Lake and then is diverted through the Alva Adams Tunnel. These water rights were originally decreed in Case No. CA-2782 on October 12, 1955. A supplemental decree in Consolidated Case Nos. 2872, 5016 and 5017 was issued on April 16, 1964 in the United State District Court for the District of Colorado. These water rights are subject to a 1938 contract between the Northern Colorado Water Conservancy District and the United States. C-BT water is decreed for irrigation, sanitary, domestic, power, industrial, fisheries and recreational uses, including reuse, successive use and use to extinction, with an appropriation date of August 1, 1935. Applicant claims the right to exchange C-BT water which is stored in and released from the NWRF Reservoir. (c) Water stored in priority in the NWRF Reservoir. 6. Description of Appropriative Right of Substitution and Exchange: (a) Date of Initiation of Appropriation of Substitution and Exchange: December 14, 2010. (b) How Appropriation was Initiated: By formation of intent to appropriate as evidenced by the Town of Erie Resolution No. 2010-151, physical staking of exchange locations, and the construction of the NWRF, NWRF Reservoir and NWRF Discharge Facilities. (c) Date Water Applied to Beneficial Use: N/A. (d) Amount Claimed: 2.0 cfs CONDITIONAL. (e) Use: Irrigation of the Vista Ridge Golf Course and associated open space located in Section 30, 32 and 33, Township 1 North, Range 68 West, 6th P.M., lake level maintenance, construction, fire protection, recreation, piscatorial, storage, exchange, and replacement. The use of Windy Gap water set forth above shall include the right to make a fully consumptive use of the water for the above-described purposes and to use, reuse and successfully use the water to extinction. 7. Names and Addresses of Owners of Land on Which Structures are Located: The Applicant is a party to a Sublease/Purchase Agreement for the land on which the structures are to be located. The land is currently owned by Spallone and Schafer Ventures, LLC, Fred L. Spallone, Inc., P.O. Box 367, Broomfield, Colorado 80020, Attn: Louis Spallone, President and leased by Asphalt Specialties Company, Inc., 10100 Dallas Street, Henderson, Colorado 80640, Attn: Dan Hunt. WHEREFORE, Applicant requests the Court to enter a Decree confirming and approving the appropriative right of substitution and exchange described herein. 10CW294 Town of Nederland, P. O. Box 396, Nederland, CO 80466, 303-444-3588; c/o Paul J. Zilis and Aine L. Durkin, Vranesh and Raisch, LLP, 1720 14th Street, Ste. 200, P.O. Box 871, Boulder, CO 80306. Application for Finding of Reasonable Diligence in BOULDER COUNTY. 2. Name of structure (well, spring, ditch, reservoir): Type: Reservoir. Nederland Reservoir. 3. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: July 29, 1980, Case No.: W-9476-78. Court: Water Court, Water Division 1. B. Subsequent decrees awarding findings of diligence (Case No. and date of decree): 1. Case No. 84CW253, July 5, 1985, 2. Case No. 88CW107, October 18, 1995, 3. Case No. 95CW033, December 7, 2004. B. Legal description: Nederland Reservoir is to be located in the S1/2, SE1/4, Section 14, Township 1 South, Range 73 West, 6th P.M., Boulder County, Colorado at a point whence the SE corner of said Section 14 bears S 57' 15" E, a distance of 1,145 feet, more or less. C. Source of Water: Middle Boulder Creek. D. Appropriation Date: January 6, 1973. Amount: 100 acre feet, CONDITIONAL, with the right to fill and refill. E. Use: Municipal, recreational, piscatorial, fire protection, augmentation, exchange and irrigation. F. Depth (if well): N/A. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures. A.

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Nederland Reservoir is a part of a group of decreed water rights which Applicant currently owns or controls in order to provide an adequate water supply to its residents for both their present and future needs. The Applicant has included the reservoir in its decreed Plan of Augmentation (Case No. W-8485-77) which coordinates and integrates all of its water rights. Pursuant to said Plan, the reservoir may be utilized to store all or a portion of the augmentation water when constructed and it will play a critical role in the future as the Applicant does not own any other storage structures. B. Applicant negotiated with the City of Boulder for continued water storage in Barker Reservoir, which is necessary to provide water to its residents until such time as Nederland Reservoir is constructed. It entered into a Water Storage Agreement with the City of Boulder on March 18, 2008. C. Applicant has also conducted substantial work during the diligence period on the integrated facilities of its water system and wastewater treatment systems, including the following: 1. A water plant expansion project has been 85% completed during the diligence period including the following: installation of a 300 gpm microfiltration system, new raw water station, a full generator electrical backup system, and premium efficiency pumps. The total budgeted for the project was $2,500,000 of which approximately $2,000,000 has been expended to date. 2. The water distribution system has been upgraded including the installation of wireless telemetry for tank level and operations of fill valves and an alarm feedback system from four tank sites and two valve stations at a cost of approximately $5,000. Applicant has also conducted GIS mapping of manholes and hydrants at a cost of approximately $10,000.00 and is currently investing in a leakage detection system to identify water leaks in the distribution system using acoustic technology at a cost of approximately $65,000. 3. An Inflow and Infiltration study was conducted in 2007 which identified two major problem areas in the Town's sewer lines. The cost of the study was approximately $20,000.00. In 2011, Applicant will place cameras in previously identified problem areas and pursue repairs. 4. The Applicant has studied a wastewater plant replacement to provide for 0.25 mgd utilizing a sequencing batch reactor. The total cost of the studies and plans was approximately $100,000.00 during the diligence period. Approximately $343,000 has been spent on final designs. D. The Applicant has continually monitored Applications by other water appropriators in the vicinity in order to protect its water rights including Nederland Reservoir. 5. If claim to make absolute - N/A. 6. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. Tamara Ann Evans Holmbe, Kayla Lee Evans, Joseph Malcom Evans, 1250 Eldora Rd., Nederland, CO 80466 10CW295 QUAKER RIDGE CAMP, 30150 State Highway 67, Woodland Park, CO 80863, E-mail: larry@quakerridgecamp.org, 719-687-9012; Attorney: Veronica A. Sperling, Buchanan and Sperling, P.C., 7703 Ralston Road, Arvada, CO 80002, vsperling@tbvs.net, 303-431-9141. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN TELLER COUNTY. 2. Name of structure: Quaker Ridge Camp Well No. 1. 3. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: April 2, 1997, Case No. 96CW44, Court: District Court, Water Division No. 1, Previous Diligence Decree: Case No. 03CW201, December 7, 2004. B. Legal description: The well will be located in the NW1/4 SE1/4 of Section 25, Township 11 South, Range 69 West of the 6th P.M., Teller County, Colorado, at a point approximately 2250 feet from the east section line and 1800 feet from the south section line of said Section 25. C. Source: Groundwater tributary to Rupp Gulch, a tributary of Long Gulch, which is tributary to Trout Creek, which in turn is tributary to Horse Creek and the South Platte River. D. Date of appropriation: February 26, 1996; Amount: 0.058 cfs (26 gpm), CONDITIONAL. E. Uses: Domestic, commercial, stockwatering, irrigation, recreation, fire protection and all beneficial purposes at Quaker Ridge Camp. F. Depth (if well): 100 feet. 4. Provide a detailed outline of what has been done toward

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completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: The subject conditional water right is a component of applicant’s water supply system for Quaker Ridge Camp and Conference Center. During the diligence period, applicant added new full-time staff and increased the annual number of guests by more the 1,500 guests. During the diligence period, applicant also extended additional water mains to new staff housing, installed metering equipment and valve upgrades in the existing distribution system to more accurately determine consumptive use, completed renovations and equipment upgrades in its treatment plant to increase the chlorination efficiency and output of the Camp water system, upgraded the yard hydrant, installed backflow prevention equipment and made minor line and valve repairs, all of which are necessary to use the subject conditional water right, at a cost of approximately $17,000. 5. If claim to make absolute – Water applied to beneficial use: Not applicable. 6. Name and address of owner of land upon which any new diversion or storage structure or modification to any existing diversion or storage structure or existing storage pool is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. 7. Remarks or Any Other Pertinent Information: Applicant no longer intends to construct the Springlake Reservoir First Enlargement and has abandoned the conditional water storage right decreed to the Springlake Reservoir First Enlargement that was originally decreed in Case No. 96CW44 on April 2, 1997. Applicant therefore requests the Court to enter an order cancelling the conditional water storage right decreed to the Springlake Reservoir First Enlargement. WHEREFORE, applicant requests the Court to enter a decree finding and determining that applicant has exercised reasonable diligence in the development of the subject conditional water right for the Quaker Ridge Camp Well No. 1, continuing the conditional water right for Quaker Ridge Camp Well No. 1 in full force and effect for an additional 6-year diligence period, and cancelling the conditional water storage right for the Springlake Reservoir First Enlargement. (4 pages) 10CW296 (02CW239) (95CW058) (88CW009) (81CW463) CITY AND COUNTY OF BROOMFIELD, formerly the City of Broomfield, Director of Public Works, One DesCombes Drive, Broomfield, CO 80038-1415, (303) 438-6348, dallen@ci.broomfield.co.us, c/o Harvey W. Curtis, Esq., Harvey W. Curtis & Associates, 8310 South Valley Highway, Suite 230, Englewood, CO 80112, (303) 292-1144, hcurtis@curtis-law.com. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN THE SOUTH PLATTE RIVER OR ITS TRIBUTARIES IN JEFFERSON COUNTY. 2. Name of Structure: Great Western Reservoir, Broomfield Enlargement. 3. Description of the Conditional Water Right. 3.a. Date of Original Decree: February 23, 1984, Case No. 81CW463, the District Court for Water Division No. 1, State of Colorado. 3.b. Subsequent Decrees Awarding Findings of Diligence: 3.b.(1) On March 9, 1989, nunc pro tunc January 17, 1989, the District Court for Water Division No. 1 entered the decree in Case No. 88CW009, granting the application to make 736 acre-feet of water absolute and continuing the remaining 25,264 acre-feet of the conditional water right in full force and effect until January 31, 1992. The period for showing reasonable diligence was extended to January 31, 1994, by an Order entered March 6, 1991. The period of reasonable diligence was further extended to March 31, 1995 by an Order entered November 10, 1993. 3.b.(2) On October 8, 1996, the Court entered the decree in Case No. 95CW058, granting the application to have 25,264 acre-feet of water continued as a conditional water storage right. 3.b.(3) On December 7, 2004, the Court entered the decree in Case No. 02CW239, granting the application to have 25,264 acre-feet of water continued as a conditional water storage right. 3.c. Legal Description: Great Western Reservoir, as enlarged, will be located generally in the N 1/2 of Section 7, and the S 1/2 of Section 6, Township 2 South, Range 69 West of the 6th P.M. The legal description of elevation control line, Great Western Reservoir, new dam wing for Broomfield Enlargement is more particularly described as follows: Commencing at the Southwest corner of Section 5, Township 2 South, Range 69 West of the 6th P.M.; thence South 13 degrees 55 minutes 10

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seconds West, 862.81 feet to a point; said point being a cross-cut on the top of the Great Western Reservoir spillway (elevation = 5608.85 feet U.S.G.S.) and also the True Point of Beginning; thence North 14 degrees 59 minutes 06 seconds West the following 3 courses and distances: 1473.66 feet to a point on a knoll (elevation = 5678.29 feet); 916.17 feet to a low point (elevation = 5637.68 feet); 975.92 feet to a point of terminus (elevation = 5608.00 feet). 3.c.(1) Distance from section lines to the True Point of Beginning described in Paragraph 3.c, above: 834 feet South from the North section line and 200 feet West from the East section line of Section 7, Township 2 South, Range 69 West of the 6th P.M. 3.c.(2) Map: A U.S.G.S. map showing the location of the proposed dam is attached as Exhibit A hereto, hereby incorporated. 3.d. Source of Water: Clear Creek, a tributary of the South Platte River. 3.e. Appropriation Date: March 25, 1981. 3.f. Amount of Water: 25,264 acre-feet remaining conditional of the 26,000 acre-feet decreed in Case No. 81CW463. 3.g. Decreed Uses of Water: Use in the Broomfield municipal water supply system as it now or may hereafter exist by the City of Broomfield, now known as the City and County of Broomfield, or those users to whom it provides water for beneficial uses including municipal, domestic, commercial, irrigation, industrial, recreation, piscatorial, exchange, replacement, plans of augmentation and irrigation of city parks and open space. 3.h. Dam Description and Capacity: 3.h.(1) Maximum height of the dam: 133.0 feet; 3.h.(2) Length of proposed dam: 7,000.0 feet; 3.h.(3) Total capacity of reservoir: 26,000.0 acre-feet; 3.h.(4) Capacity of reservoir from bottom of outlet tube to lowest point on spillway: 25,560 acre-feet; 3.h.(5) Capacity of reservoir from the bottom of the outlet to the lowest point in the reservoir: 440.0 acre-feet; 3.h.(6) Present capacity of Great Western Reservoir: approximately 3,250 acre-feet. 3.i. Name and capacity decreed in Case No. 81CW463 of the Ditch leading to or supplying water to the reservoir: Golden City Ralston Creek and Church Ditch, commonly known as the Church Ditch, at the rate of 50 c.f.s. from Clear Creek. 3.j. Land Ownership: Applicant owns the land on which the proposed dam will be constructed. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures. 4.a. Great Western Reservoir is a component of Broomfield’s reclamation system, which pumps water from Great Western Reservoir to irrigation of parks, open spaces, and recreation facilities throughout Broomfield. During the diligence period, beginning on January 1, 2005, the City and County of Broomfield has spent in excess of $8 million on its water reclamation project of which the subject water right is a part: 4.a.(1) Reuse lines construction, operations and maintenance: $5,058,772. 4.a.(2) Great Western Treatment Facility: $101,862. 4.a.(3) Engineering: $1,956,873. 4.a.(4) Legal: $1,287,266. 4.a.(5) Total: $8,404,773. 4.b. During the diligence period, Applicant obtained two decrees for conditional appropriative rights of substitution and exchange using the subject conditional water rights as a sources of substitute supply: 4.b.(1) Applicant’s decree in Case No. 2004CW310 was entered by the Water Court for Water Division No. 1 on July 27, 2009. 4.b.(2) Applicant’s decree in Case No. 2006CW288 was entered by the Water Court for Water Division No. 1 on June 4, 2010. WHEREFORE, Applicant requests that the remaining 25,264 acre-feet of the conditional water storage right decreed to the Great Western Reservoir, Broomfield Enlargement, be continued in full force and effect until the due date of the next diligence filing herein. Additional Information: 6 pages, including 1 page of Exhibits. 10CW297 William W. Smith, Jr., 21759 Geddes Place, Centennial, CO 80016, through attorneys: Petrock & Fendel, P.C., Bradford R. Benning, Atty. Reg. #31946, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT, IN ELBERT COUNTY. 2. Name of Structure: Smith Pond 3. Location: Located off channel in the SW1/4NW1/4 of Section 15, T6S, R63W of the 6th P.M., Elbert County, Colorado, at a point approximately 1900 feet from the north and 900 feet from the west section lines of said Section 15, as shown on Attachment A hereto. The pond

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will be located off channel and will be lined so no groundwater will be intercepted. The water will be diverted to fill the pond at a point on the east side of Kiowa Creek at a at a point approximately 2000 feet from the north and 800 feet from the west section lines of said Section 15. 4. Source: Kiowa Creek 5. Amount claimed: 1 acre-foot and the right to refill (conditional); 0.6 c.f.s. (conditional). 6. Total capacity of reservoir: 1 acre-foot. a. Active capacity: 1 acre-foot, however this may change upon construction of Smith Pond. B. Dead storage: 0 acre-feet, however this may change upon construction of Smith Pond. 7. Date of appropriation: November 10, 2010. How appropriation initiated: Intent to appropriate water for beneficial use and locating of pond site. 8. Uses: livestock watering, fish and wildlife, recreation, and piscatorial. 9. Surface area of high water line, vertical height of dam in feet, length of dam in feet: Surface area information is not specifically available at this time as the Smith Pond is not yet built. The Pond will be constructed off channel and excavated so no dam is necessary. 10. Name and address of owners of land upon which structure is located: Applicant. (4 pages). 10CW298 Upper Platte and Beaver Canal Company (“Company”), Steve Kalous, President, P.O. Box 69, Fort Morgan, Co 80751, Ph: (970) 842-2552. Direct all pleadings to: Mary Mead Hammond, Carlson, Hammond & Paddock LLC, 1700 Lincoln Street, Suite 3900, Denver, Colorado 80203, Phone: (303) 861-9000. Application for Conditional Water Rights (surface) IN MORGAN COUNTY. 2. Background. 2.1. In 2010 the Upper Platte and Beaver Canal Company completed the adjudication of its amended plan for augmentation in Case No. 02CW401, District Court, Water Division No. 1 (“Company Augmentation Plan”), for the augmentation of well pumping by Company stockholders for irrigation of lands within the Company’s service area. One of the sources of augmentation in the Company Augmentation Plan is the Company’s recharge water right for recharge and augmentation for the benefit of the wells of Company stockholders (“Senior Recharge Right”), which was originally adjudicated in Case No. W-2968, and thereafter made absolute in Case No. 87CW242, District Court, Water Division No. 1, with an appropriation date of June 12, 1972, in the amount of 234.17 c.f.s. and average annual diversions not to exceed 12,000 ac-ft for any 10-year period. The Company Augmentation Plan, as decreed in Case No. 02CW401, specifies that the Company’s recharge diversions during “free river” conditions, i.e., when there is no Call on the South Platte River, constitute diversions under the Senior Recharge Right, subject to the volumetric limitation of the Senior Recharge Right. In Paragraph 5.3.3.2.1.2 of the Company Augmentation Plan decree, however, the Company reserved the right to appropriate and adjudicate a junior recharge right such that diversions under such junior recharge right will not constitute diversions under the Senior Recharge Right. Pumping allocations under the Company Augmentation Plan for Company Stockholders’ wells have restricted well pumping in recent years. As a result, the Company determined that in order to maximize stockholders’ ability to pump their wells, it was necessary for the Company to appropriate and adjudicate an additional recharge water right for use as a source of augmentation in the Company Augmentation Plan. Thus, in this application, the Company is seeking to adjudicate the junior recharge right appropriated by the Company as contemplated in Paragraph 5.3.3.2.1.2 of the Company Augmentation Plan Decree. 3. Name of Structures: 3.1. Upper Platte and Beaver Canal. 3.2. Upper Platte and Beaver Canal Recharge Ponds. 4. Legal description of points of diversion. 4.1. Water will be diverted from the South Platte River through the Upper Platte and Beaver Canal. The headgate of the Canal is located on the South Platte River in Morgan County, Colorado, at a point in the NW1/4 of the NE1/4 of the NE1/4 of Section 35, T 4 N, R 58 W, 6th P.M. The GPS location is as follows: UTM Coordinates (NAD 83 Zone 13): Northing: 4458231; Easting: 614172. A map depicting the location of the headgate of the Canal is attached hereto as Exhibit 1. 4.2. Water diverted at the Canal headgate will be conveyed for recharge through the bed and banks of the Upper Platte and Beaver Canal and its laterals and the following recharge ponds. A map depicting the locations of the ponds is attached hereto as Exhibit 1. 4.2.1. Clark Pond, comprising a non-jurisdictional dam and pond

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located in the SW1/4 of the NE1/4 of the SE1/4 of Section 35, T 4 N, R 57 W, 6th P.M. The GPS location is as follows: UTM Coordinates (NAD 83 Zone 13): Northing: 4458066; Easting: 608850. The maximum depth of the pond is 14 feet, the maximum surface area is 23 acres, and, the total capacity is 195 acre-feet. 4.2.2. Degenhart Pond, comprising a gravel pit located in the E 1/2 SW1/4 of Section 34, T 4 N, R 57 W, 6th P.M. The GPS location is as follows: UTM Coordinates (NAD 83 Zone 13): Northing: 4457994; Easting: 606864.5. The maximum depth of the pond is 5 feet, the maximum surface area is 5 acres, and the total capacity is 13.83 acre-feet. 4.2.3. Kroskob (JW) Ponds, located in Section 36, T 4 N, R 57 W, 6th P.M. 804 feet from the South section line and 1699 feet from the East section line. The GPS location is as follows: UTM Coordinates (NAD 83 Zone 13): Northing: 4457788; Easting: 610270.1. The maximum depth of the ponds is 9 feet, the maximum surface area is 28.7 acres, and the total capacity is 147.4 acre-feet. 4.2.4. Mortensen Pond, located in the SE1/4 NW1/4 of Section 32, T 4 N, R 56 W. The GPS location is as follows: UTM Coordinates (NAD 83 Zone 13): Northing: 4458555; Easting: 613119. 4.2.5. Larsen Pond, located in the NW1/4 SW1/4 of Section 33, T 4 N, R 56 W. The GPS location is as follows: UTM Coordinates (NAD 83 Zone 13): Northing: 4458260; Easting: 614118. 4.2.6. Additional Recharge Ponds. The Company also may deliver water to any additional recharge ponds that may be added to the Company Augmentation Plan as decreed in Case No. 02CW401, District Court, Water Division No. 1. 4.3. GPS Descriptions. In the event of any discrepancy between the description of the GPS location of structures in Sections 4.1 and 4.2 and the terms of any decrees, the decrees are considered controlling. The GPS descriptions herein are for purposes of inquiry notice only. 5. Source: South Platte River. 6. Initiation of appropriation. 6.1. Date of initiation of appropriation. December 14, 2010. 6.2. How appropriation was initiated. Adoption of a resolution by the Company Board of Directors stating intent to appropriate and directing publication of notice and filing of this application. 6.3. Date water applied to beneficial use. N/A. 7. Amount claimed: 234.17 c.f.s, CONDITIONAL. 8. Use or proposed use: The water will be used for recharge and augmentation purposes as an additional source of replacement to replace depletions by wells located within the Upper Platte and Beaver Canal service area and covered by the plan for augmentation decreed in the Company Augmentation Plan. The Company proposes to use Excess Replacement Credits, as defined Paragraph 3.6 of the Company Augmentation Plan decree, generated from the use of the conditional water right sought herein in the same manner as it may use Excess Replacement Credits attributable to its Riverside Recharge Credits or to Recharge Operations from delivery of its Reservoir Water, as described in Paragraph 5.9 of the Company Augmentation Plan decree. 9. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure or modification of any existing diversion or storage structure is or will be constructed, or upon which water is or will be stored, including any modification to the existing storage pool. You must notify these persons that you are applying for this water right, and certify to the Court that you have done so by no later than 10 days after filing this application. Although this application does not involve construction of any new diversion or storage structures, modification of any existing diversion or storage structures, or “storage” of water, the Company will provide notice of the Application to the following owners or reputed owners of the land upon which the diversion structure and recharge ponds involved herein are situated: 9.1. Upper Platte and Beaver Canal Headgate, Upper Platte and Beaver Canal Company, Steve Kalous, President, P.O. Box 69, Fort Morgan, CO 80751. 9.2. Clark Pond, Heidi L. Clark, 22789 I 76 Frontage Rd, Fort Morgan, CO 80701-7221. 9.3. Degenhart Pond, Jack J. Degenhart, 21255 US Highway 34, Fort Morgan, CO 80701-7240. 9.4. Kroskob Pond, Jeff and Wendy Kroskob, 18181 County Road 24, Brush, CO 80723-9770. 9.5. Mortensen Pond, Philip Mortensen, 18633 RD 26, Brush, CO 80723. 9.6. Larsen Pond, Terry Larsen, 18712 County Road 26, Brush, CO 80723-9773. 10. Remarks: This Application does not seek to change or modify the Company Augmentation Plan decreed in Case No. 02CW401, or to

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adjudicate an augmentation plan to cover any wells not already included in the Company Augmentation Plan. 10CW299, CITY OF LONGMONT, c/o Public Works and Natural Resources Department, 1100 South Sherman Street, Longmont, Colorado 80501, 303-651-8376, Direct all pleadings to: Raymond L. Petros, Jr., David S. Hayes, Nicole L. Johnson, Petros & White, LLC, 1999 Broadway, Suite 3200, Denver, Colorado 80202, (303) 825-1980. Application for Finding of Reasonable Diligence, in BOULDER COUNTY. 2. Name of structure(s): City of Longmont White Water Course (also referred to herein as the “White Water Course”). The White Water Course will be located in the proposed Dickens Park, within the St. Vrain River Greenway, which is owned by the City of Longmont. The White Water Course will consist of approximately five (5) individual physical control structures, each designed to divert, capture, and control water between specific points, for the beneficial use of a recreation experience in and on the water. The five structures are collectively referred to as the City of Longmont White Water Course or White Water Course. 3. Description of conditional water right: A. Prior decree: The decree adjudicating the Longmont White Water Course was entered on December 7, 2004, in Case No. 01CW275, District Court, Water Division No. 1, Colorado. B. Legal description: The exact location of the physical control structures will not be known until final design and construction is completed, but they will generally lie within the channel of St. Vrain Creek, over a reach extending approximately a quarter-mile, beginning at the Bonus Ditch Diversion Dam, located at point from where the Northeast corner of Section 10, Township 2 North, Range 69 West of the 6th P.M. bears North 23º30’4” West a distance of 2041.05 feet; and extending to a point on the East line of Section 10, Township 2 North, Range 69 West of the 6th P.M., Boulder County, Colorado. A map depicting the general location of the White Water Course is attached hereto as Exhibits A-1 & A-2. C. Source: St. Vrain Creek, tributary to the South Platte River. D. Appropriation date: July 10, 2001. E. Amount and use: The following amounts (expressed in cubic feet per second) are conditionally decreed for each of the structures collectively comprising the White Water Course, for each of the specified time periods, for the specified recreational in-channel boating use: TIME PERIOD AMOUNT RECREATIONAL EXPERIENCE/USE March 1 – April 30 50 Boat passage May 1 – 15 150 Intermediate kayaking May 16 – June 15 350 Expert kayaking, rafting June 16 – July 31 150 Intermediate kayaking August 1 – September 30 100 Beginner kayaking October 1 – 31 50 Boat passage

4. Detailed outline of work done to complete project and apply water to beneficial use: The conditional water rights decreed in Case No. 01CW275 for the White Water Course is an integral part of the City of Longmont’s Saint Vrain Creek Greenway Improvement Project (“Project”). Longmont is implementing the Project in phases. During the applicable Diligence Period (December 2004 to the present), Longmont has spent considerable time and money in the development of the Project and the White Water Course, and large expenditures of money will be required in the future to continue this development. Longmont’s efforts to develop Project, the White Water Course, and the conditional water rights that are the subject of this Application during the Diligence Period support a finding of reasonable diligence. These efforts include, without limitation, the work detailed in the affidavit of Ken S. Huson, Water Resources Administrator for Longmont, attached hereto as Exhibit B, and partially summarized as follows: A. Construction of Takeout. The takeout point for the White Water Course is located just west of Boulder County Road #119, on the north bank of Saint Vrain Creek. This takeout point has been designed, bid, and is currently under construction. The total cost for this effort during the

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Diligence Period was $617,436.00. B. St. Vrain Greenway Trail. Construction of and improvements to various segments of the St. Vrain Creek Greenway trail, which provides access to the White Water Course, occurred during the Diligence Period. Total costs for these improvements during this Diligence Period exceeded $1,000,000.00. C. Martin Street Bridge. Design and installation of a new bridge within the St. Vrain Creek floodplain took into account the grade and clearance necessary for the White Water Course. Costs for these improvements during this Diligence Period exceeded $3,000,000.00. D. Saint Vrain Creek Riparian Protection Program. The Saint Vrain Creek Riparian Protection Program works to identify and improve conditions of the riparian zone along Saint Vrain Creek, both in-channel and in the riparian zone of the St. Vrain Creek, including in the reach of the White Water Course. During this Diligence Period Longmont made contributions to the Saint Vrain Creek Riparian Protection Program in excess of $27,000.00. 5. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Longmont: City of Longmont c/o Public Works and Natural Resources Department, 1100 South Sherman Street, Longmont, Colorado 80501. Bonus Ditch: Bonus Ditch Company, c/o Tara Garcia, Secretary, P.O. Box 771, Longmont, Colorado 80502. WHEREFORE, Longmont respectfully requests that the Court enter a decree finding reasonable diligence for and continuing in full force and effect the subject conditional water rights described in Paragraph 3 above. 10CW300 CHRIS HORNICK AND KATHRYN FOX, 7896 Sundance Trail, Parker, CO 80138. Telephone: (303) 840-9344. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Date of original decree: 03-24-05 in case 97CW58 in Water Division 1. Hornick Well located SE1/4, NE1/4, S24, T9S, R75W of the 6th PM at a distance 2000 feet from North and 200 feet from East. Street address: 1019 Swiggler Road. Indian Mountain subdivision, Lot 174, Filing #25. Source: Groundwater. Appropriation date: 1-21-97. Amount: 0.033 cfs, (15 gpm) Conditional. Use: Household in single family dwelling. The return flow from such uses shall be to the same stream system in which the well is located. 10CW301, Arthur V. Gallegos, 4665 Carefree Trail, Parker, CO 80138 (James J. Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY DAWSON AQUIFERS IN EL PASO COUNTY, 40 acres, being the NE1/4SE1/4 of Section 19, T11S, R65W of the 6th P.M. (shown on Attachment A). Not nontributary Dawson: 35 acre-feet; Nontributary Denver: 33 acre-feet; Arapahoe: 16 acre-feet; and Laramie-Fox Hills: 11 acre-feet, for domestic, industrial, commercial, irrigation, livestock watering, recreational, and fish and wildlife, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. (4 pages). 10CW302 DEBROUILLARDE RESOURCES, LLC, 98 S. Rogers Way, Golden, CO 80401. Telephone: (303) 215-9550. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN JEFFERSON COUNTY. Date of original decree: 8-19-98 in case no. 85CW395 in Water Division 1. McKay-Plainview Pond located NE1/4, NE1/4, S13, T2S, R71W of the 6th PM approximately 500 ft from the East and 500 ft from the North. Source: Spring seepage. Appropriation date: 12-31-85. Amount: 0.110 cfs. Use: Irrigation, domestic and fire protection.

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10CW303 Ranch of the Rockies Association, 492 Ranch Road, Hartsel, CO 80449, (719) 826-2079. APPLICATION FOR CHANGE OF WATER RIGHT AND AMENDMENT TO AUGMENTATION PLAN DECREE IN PARK COUNTY. Future correspondence and pleadings to: Donald E. Frick and William R. Fischer, Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Rd., Fort Collins, CO 80525, (970) 407-9000. 2. Previous Decree Information: The district court, Water Division 1, entered a decree in Case No. W-8109-75 on August 26, 1977 (the “Original Decree”) approving a plan for augmentation and change of water rights for the Ranch of the Rockies Association (hereinafter “RORA”). Amendments to the plan for augmentation were subsequently approved by the court in Case No. 84CW296 on September 2, 1988, and in Case No. 95CW152 on December 19, 1996 (collectively the “Amended Decrees”). 3. Proposed Amendments: The Original Decree and Amended Decrees adjudicated a plan for augmentation to supply a development located on approximately 7,000 acres located in parts of T12S, R77W; T13S, R77W; T13S, R76W; and T14S, R76W, 6th P.M., Park County, Colorado. Said plan for augmentation allows the withdrawal of ground water tributary to the South Fork of the South Platte River for the supply of up to 1,501 homes and 2,246 horses, along with other uses. The source of augmentation is consumptive use credits from the historical use of the water rights decreed to the Guiraud 3T Ditch, the Haver No. 3 Ditch, and releases of water from RORA’s Buffalo Creek Reservoir (decreed in Case No. 86CW287). The total annual consumptive use credits available to RORA from the Guiraud 3T Ditch and the Haver No. 3 Ditch is 113.12 acre-feet, which amount is sufficient to replace depletions associated with all the uses decreed in the plan for augmentation. RORA requests the following changes and/or amendments to the plan for augmentation as decreed in the Original Decree and as amended in the Amended Decrees: 3.1. Additional use for firehouse. In or around 2003 the Hartsel Fire Protection District constructed a fire station within the development. Water use at the fire station is limited to ordinary household uses, without irrigation, for a part-time volunteer fire department; no full time occupancy of the fire station will occur. The plan for augmentation currently does not allow or provide for augmentation of ground water withdrawals for use in the fire station. RORA proposes to amend the plan for augmentation to allow such use. RORA estimates that total annual water use and consumption will be equal to or less than the water use and consumption associated with a single-family home as currently provided for in the plan for augmentation. RORA therefore proposes to reduce the total number of allowable homes from 1,501 to 1,500, and add the uses associated with the fire station. 4. Ownership: None. 10CW304 SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, 6595 East 70th Avenue, P. O. Box 597, Commerce City, CO 80037, (303) 288-2646, c/o Richard J. Mehren, William M. Stenzel, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, CO 80306-1440, (303) 443-8782. APPLICATION FOR CHANGE OF WATER RIGHTS AND FOR APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, in ADAMS, WELD, JEFFERSON AND CLEAR CREEK COUNTIES. 2. Description of application: South Adams is a special district formed under Colorado Statutes. It supplies water to Commerce City and surrounding areas from a variety of sources including water from the South Platte River alluvium and from nontributary groundwater. A map depicting South Adams’ current service area and the locations of South Adams’ existing and proposed alluvial wells and nontributary wells is attached as Exhibit A. A major source of South Adams’ water supply is diverted by wells completed into the South Platte River alluvium. As more specifically described below, those wells are or will be operated pursuant to South Adams’ existing plan for augmentation decreed in Consolidated Case Nos. W-8440-76 and W-8517-77 and subsequent Case Nos. W-8440-76A-D (generally referred to herein as “W-8440”), pursuant to the plan for augmentation decreed in Case No. 2001CW258 as expanded by pending Case Nos. 2005CW115 and 2007CW303. South Adams’ existing plan for augmentation was decreed in Consolidated Case Nos. W-8440-76 and W-8517-77 on January 16, 1979. On December 5, 1983 the Court

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approved an expansion of South Adams’ augmenting water rights portfolio pursuant to certain terms and conditions of the decree entered in Case No. W-8440-76A. On November 13, 1984, the Court approved a further expansion of South Adams’ plan for augmentation principally including seven additional return flow plots pursuant to certain terms and conditions of the decree entered in Case No. W-8440-76C. On August 3, 1988, the Court approved a further expansion of South Adams’ plan for augmentation principally including additional alluvial wells, the Ford Water Recharge Facility and non-tributary ground water pursuant to certain terms and conditions of the decree entered in Case No. W-8440-76D. On May 3, 1999 the Court allowed the addition of a new alluvial well into the South Adams plan for augmentation pursuant to certain terms and conditions of the decree entered in Case No. 97CW353. On December 31, 2002 the Court allowed the addition of a new alluvial well into the South Adams plan for augmentation pursuant to certain terms and conditions of the decree entered in Case No. 2000CW102. On September 15, 2010 the Court allowed the expansion and modification of the W-8440 plan for augmentation pursuant to the terms and conditions of the decree entered in Case No. 2001CW258. South Adams seeks herein: (a) to change the use of 104 shares in the Fulton Irrigating Ditch Company, 125 shares in the Lupton Meadows Ditch Company, 13.24 shares in the Little Burlington Division of the Burlington Ditch, Reservoir and Land Company, and 9.84 shares in the Wellington Reservoir Company (collectively the “Subject Shares”) to allow the Subject Shares to be used for augmentation, municipal and other beneficial purposes in South Adams’ augmentation plan; (b) approval for storage of the Subject Shares in certain storage facilities; and (c) to adjudicate appropriative rights of substitution and exchange to facilitate South Adams’ use of the Subject Shares and other water rights previously changed by South Adams in Case No. 2001CW258 for augmentation, municipal and other beneficial purposes in South Adams’ augmentation plan. CHANGE OF WATER RIGHTS 3. Description of water rights sought to be changed: The water rights sought to be changed are described as follows: a. Fulton Ditch. 104 shares of the 7,185 total shares outstanding of the capital stock of the Fulton Irrigating Ditch Company (the “Fulton Shares”). Historical diversions through the Fulton Ditch are shown on Exhibit B-1. The Fulton Shares were historically used on the tracts described on Exhibit B-2 and as generally depicted on Exhibit B-3. i. Appropriation dates and amounts: (1) May 1, 1865; 79.7 cfs; (2) July 8, 1876; 74.25 cfs; (3) November 5, 1879; 50.23 cfs; (4) November 1, 1882; 244.62 cfs (abandoned in Case No. A-16069, Denver District Court, 1938). ii. Original decree: (1) Case No. 6009. (2) Date entered: April 28, 1883. (3) Court: Arapahoe County District Court. iii. Decreed point of diversion: The decreed headgate location is near Section 9, between Sections 16 and 17, Township 2 South, Range 67 West of the 6th P.M. The actual point of diversion is located in the NE1/4 of the NE1/4 of the SE1/4 of Section 17, Township 2 South, Range 67 West of the 6th P.M., Adams County. iv. Source: South Platte River. v. Amount of water that South Adams intends to change: 104 shares out of a total 7,185 shares of the capital stock of the Fulton Irrigating Ditch Company. b. Lupton Meadows Ditch Company: South Adams seeks to change 125 shares of the 4,184 total shares outstanding of the capital stock of the Lupton Meadows Ditch Company (the “Lupton Meadows Shares”) in these proceedings. i. The Lupton Meadows Ditch Company owns 43 of the 82.5 shares outstanding of the capital stock of the Lupton Bottom Ditch Company. The 43 shares correspond to 3,573 Lupton Meadows Ditch Company shares delivered through the Lupton Bottom Ditch. The subject Lupton Meadows Shares are delivered through the Lupton Bottom Ditch. Historical diversions through the Lupton Bottoms Ditch are shown on Exhibit C-1. The Lupton Meadows Shares were historically used on the tracts described on Exhibit C-2 and as generally depicted on Exhibit C-3. (1) Appropriation dates and amounts: (a) May 15, 1863; 47.7 cfs; (b) September 15, 1873; 92.87 cfs; (c) March 10, 1871; 37.6 cfs, of which 10 cfs were transferred to the Lupton Bottom Ditch by the Lupton Meadows Ditch Company on April 16, 1927 in Civil Action No. 96148. The remaining 27.6 cfs were abandoned. (2) Original decree: (a) Case No. 6009. (b) Date entered: April 28, 1883. (c) Court: Arapahoe County District Court. (3) Decreed point of diversion: The decreed

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headgate is “near or on” the NW1/4 of Section 16, Township 1 North, Range 66 West, in Weld County. However, this does not correspond with the actual location of the headgate, which is in the NW1/4 of the SW1/4 of Section 19, Township 1 North, Range 66 West of the 6th P.M. (4) Source: South Platte River. ii. Amount of water that South Adams intends to change: 125 shares out of a total of 4,184 shares of the capital stock of the Lupton Meadows Ditch Company. c. Burlington Ditch, Reservoir and Land Company: South Adams seeks to change 13.24 shares of the 1,848.327 total shares outstanding of the capital stock of the Burlington Ditch, Reservoir and Land Company, in the Little Burlington Division thereof (the “Burlington Shares”) (note that although 1,848.327 shares are used herein, this number is not intended to be determinative of the actual number). Historical diversions through the Little Burlington Division are shown on Exhibit D-1. The Burlington Shares were historically used on the tracts described on Exhibit D-2 and as generally depicted on Exhibit D-3. i. The Burlington Ditch, Reservoir and Land Company owns the following water rights for the Little Burlington Division: (1) A direct flow right in the amount of 16.28 cfs from the South Platte River, being a portion of the 56.85 cfs with a priority date of April 1, 1864 originally decreed to the Duggan Ditch as Priority No. 7 in former Water District No. 2 by decree dated April 28, 1883 of the District Court in and for Arapahoe County. 9.28 cfs of the 16.28 cfs was transferred to the headgate of the Burlington Ditch by decree dated June 7, 1911 in Civil Action No. 40300 of the District Court in and for the City and County of Denver. 6.0 cfs of the 16.28 cfs was transferred to the headgate of the Burlington Ditch by decree dated May 14, 1912 in Civil Action No. 52668 of the District Court in and for the City and County of Denver as amended on February 28, 1918 (the “Burlington Company’s 6.0 cfs Sanstad Water Right”). 1.0 cfs of the 16.28 cfs was transferred to the headgate of the Burlington Ditch by decree dated January 6, 1927 in Civil Action No. 95386 of the District Court in and for the City and County of Denver. The 9.28 cfs and the 1.0 cfs portions of the Duggan Ditch water right are collectively referred to herein as the “Burlington Company’s 10.28 cfs Duggan Water Right.” 29.45 cfs of the 56.85 cfs originally decreed to the Duggan Ditch as Priority No. 7 was abandoned by decree dated June 7, 1911 in Civil Action No. 40300 of the District Court in and for the City and County of Denver. (2) A direct flow right in the amount of 350 cfs from the South Platte River, of which up to 200 cfs is delivered to the Little Burlington Division with a priority date of November 20, 1885, originally decreed to the Burlington Ditch as Priority No. 57 in former Water District No. 2, by decree dated July 8, 1893 of the District Court in and for Arapahoe County (the “Burlington Company’s 1885 Water Right”). (3) A storage right in the amount of 750 acre-feet from Geneva Creek, a tributary of the North Fork of the South Platte River in Park County, with a priority date of September 15, 1904 in former Water District No. 23, thereafter reorganized as former Water District No. 80, originally decreed to Duck Lake (also known as Altura Reservoir) by decree dated May 18, 1918 of the District Court in and for Park County. (4) A direct flow right in the amount of 50 cfs from First Creek, a tributary of the South Platte River in Adams County, with a priority date of September 1, 1886, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County. (5) A direct flow right in the amount of 250 cfs from Second Creek, a tributary of the South Platte River in Adams County, with a priority date of November 15, 1886, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County. (6) A direct flow right in the amount of 250 cfs from Third Creek, a tributary of the South Platte River in Adams County, with a priority date of September 15, 1887, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County. (7) A direct flow right in the amount of 250 cfs from Sand Creek, a tributary of the South Platte River in Adams County, with a priority date of December 1, 1885, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County, and abandoned in Case No. 02CW403, District Court, Water Division No. 1. ii. Decreed points of diversion: The Duggan Ditch headgate was

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initially decreed as being located on Section 36, Township 2 South, Range 68 West of the 6th P.M. By later decrees the point of diversion of the Duggan Ditch was transferred to the headgate of the Burlington Ditch. As originally decreed, the Burlington South Platte River headgate was located at a point on the southeast bank of the South Platte River, about 200 feet east and 200 feet north of the center of Section 14, Township 3 South, Range 68 West of the 6th P.M., in said Water District No. 2, within Arapahoe County. The actual location of the Burlington South Platte River headgate is in the NE1/4 of Section 14, Township 3 South, Range 68 West of the 6th P.M. The decreed location of the Burlington South Platte River headgate may change pursuant to the decree entered in Case No. 2002CW403, District Court, Water Division No. 1. The decreed location of the Burlington Ditch First Creek headgate is in the NW1/4 of Section 14, Township 2 South, Range 67 West of the 6th P.M. The decreed and actual locations are the same. The decreed location of the Burlington Ditch Second Creek headgate is in the SW1/4 of Section 6, Township 2 South, Range 66 West of the 6th P.M. The actual location is in the NE1/4 of Section 7, Township 2 South, Range 66 West of the 6th P.M. The decreed location of the Third Creek headgate is in the NW1/4 of Section 32, Township 1 South, Range 66 West of the 6th P.M. The Burlington Ditch Third Creek headgate is actually located in the NE1/4 of the SE1/4 of Section 32, Township 1 South, Range 66 West of the 6th P.M. iii. Amount of water that South Adams intends to change: 13.24 shares out of a total of 1,848.327 shares of the capital stock of the Burlington Ditch, Reservoir and land Company in the Little Burlington Division thereof. d. The Wellington Reservoir Company: South Adams seeks to change 9.84 shares of the 1838.660 total shares outstanding of the capital stock of the Wellington Reservoir Company (the “Wellington Shares”). (Note that although 1,838.660 shares are used herein, this number is not intended to be determinative of the actual number.) Historical diversions through the Wellington Reservoir Company are shown on Exhibit E-1. The Wellington Reservoir Shares were historically used on the tracts described in Exhibit E-2 and as generally depicted on Exhibit E-3. i. The Wellington Reservoir Company owns the following storage and direct flow rights, which are diverted for use at the aforedescribed Burlington Ditch headgate, as follows: (1) A direct flow right in the amount of 7.987 cfs from the South Platte River, being a portion of the 56.85 cfs with a priority date of April 1, 1864 originally decreed to the Duggan Ditch as Priority No. 7 in former Water District No. 2 by decree dated April 28, 1883 of the District Court in and for Arapahoe County, which amount was transferred to the headgate of the Burlington Ditch by decree dated April 27, 1923 in Civil Action No. 82042 of the District Court in and for the City and County of Denver. 29.45 cfs of the 56.85 cfs originally decreed to the Duggan Ditch as Priority No. 7 was abandoned by decree dated June 7, 1911 in Civil Action No. 40300 of the District Court in and for the City and County of Denver. (2) A storage right in the amount of 2,747.72 acre-feet from Buffalo Creek, a tributary of the North Fork of the South Platte River in Jefferson County, with a priority date of May 31, 1892 decreed to Wellington Reservoir, Priority No. 416 in former Water District No. 23, thereafter recognized as former Water District No. 80, by decree dated June 21, 1922 in the District Court in and for Park County. (3) A storage right in the amount of 1,652 acre-feet from Buffalo Creek, a tributary of the North Fork of the South Platte River in Jefferson County, with a priority date of June 5, 1920 decreed to Wellington Reservoir First Enlargement as Priority No. 427 in former Water District No. 23, thereafter reorganized as former Water District No. 80, by decree dated June 21, 1922 of the District Court in and for Park County, as thereafter modified by the decree of the District Court in and for Water Division No. 1 entered on January 11, 1972 in Case No. W-186. (4) A direct flow right through the Hicks Creek Feeder Ditch for 25 cfs from Hicks Creek with a priority date of December 31, 1921, as adjudicated by the District Court for Park County in Case No. 1839 on June 21, 1922. (5) A direct flow right through the Mendenhall Feeder Ditch for 25 cfs from Mendenhall Creek, with a priority date of September 3, 1892, as adjudicated by the District Court for Park County in Case No. 1839 on June 21, 1922. ii. Decreed points of diversion: The Duggan Ditch headgate was initially decreed as being located on Section 36, Township 2 South, Range 68 West of the

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6th P.M. By later decrees the point of diversion of the Duggan Ditch was transferred to the headgate of the Burlington Ditch. Wellington Reservoir is located on Buffalo Creek in Sections 29, 30, 31 and 32, Township 8 South, Range 71 West of the 6th P.M., Jefferson County. The Hicks Creek Feeder Ditch headgate is located in the NE1/4 of the SE1/4 of the SE1/4, Section 32, Township 8 South, Range 71 West. The Mendenhall Feeder Ditch headgate is located in the SW1/4 of the NE1/4 of the SW1/4, Section 30, Township 8 South, Range 71West of the 6th P.M. iii. Amount of water that South Adams intends to change: 9.84 shares out of a total of 1,838.660 shares of the capital stock of the Wellington Reservoir Company. 4. Detailed description of proposed changes. South Adams seeks approval of the following changes to the above-described water rights: a. Change in type of use: From irrigation purposes to augmentation and replacement of out-of-priority depletions including within the plan for augmentation decreed in Case No. 2001CW258 as expended by pending Case Nos. 2005CW115 and 2007CW303, all municipal uses, domestic, industrial, commercial, irrigation, stock watering, recreation, fish and wildlife preservation and propagation, fire protection, aquifer recharge purposes, sewage treatment, mechanical, manufacturing, street sprinkling, substitution, exchange, including exchange pursuant to that applied for in paragraph 5 of this Application, adjustment and regulation of municipal water systems, including further exchange with other municipal water systems and with other water users, including both immediate application for such purposes and storage for subsequent application for such purposes. South Adams will quantify the historical consumptive use of the water rights and the time, quantity, and amount of return flows resulting from the historical use of the water rights, and will use, reuse, successively use, and fully consume all water diverted on the rights changed herein for which it has replaced all historical return flows. b. Change in place of use: From the existing place of use to lands within South Adams’ present and future service area and to lands outside of South Adams’ present and future service area within the South Platte River Basin. c. Places of storage: To allow storage of consumptively usable water derived from the above-described water rights at the places of storage described below for the changed uses described above: i. Wattenberg Reservoir: Located in Sections 25 and 36, Township 1 North, Range 67 West of the 6th P.M. and in Section 30, Township 1 North, Range 66 West of the 6th P.M. ii. Joint Denver Gravel Pit Lakes and Cat and Miller Reservoirs: Howe-Haller, Hazeltine, Road Runner’s Rest II, Brinkmann-Woodward and Dunes Reservoirs (referred to herein as “Joint Denver Gravel Pit Lakes”) located in portions of Sections 2, 3, 4 and 9, Township 2 South, Range 67 West of the 6th P.M. and/or the Cat and Miller Reservoirs located in portions of Section 1, Township 3 South, Range 68 West of the 6th P.M. iii. Tanabe Reservoir: Located in Section 10, Township 2 South, Range 67 West of the 6th P.M. d. Appropriation of return flows: South Adams also seeks to appropriate the use of the return flows associated with the above-described water rights for the uses stated herein, with an appropriation date as of the date of this Application. The amount of water claimed is all of the return flow volume not subject to a call senior to the date of this Application, not to exceed the total amount of return flows. Return flows shall be maintained in the river in response to valid calls senior to the date of this Application. CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE 5. Conditional appropriative rights of substitution and exchange: a. Names of structures involved and legal descriptions: i. Exchange-From-Points: (1) Meadow Island No. 1 – End of Ditch Augmentation Station, in the E1/2 of the E1/2, Section 27, Township 3 North, Range 67 West of the 6th P.M., near the quarter section line between the NE1/4 and the SE1/4 to release water down Grafflin Slough which flows into the South Platte River in the NW1/4 of the NW1/4 of Section 24, Township 3 North, Range 67 West of the 6th P.M. (2) Lupton Bottom - East Lateral Augmentation Station, in the SE1/4 of the SE1/4, Section 12, Township 2 North, Range 67 West of the 6th P.M., to release water down Little Dry Creek which flows into the South Platte River in the SE1/4 of the NE1/4 of Section 12, Township 2 North, Range 67 West of the 6th P.M. (3) Lupton Bottom - West Lateral Augmentation Station, in the SE1/4 of the NW1/4, Section 24, Township 2 North, Range 67 West of the 6th P.M., to release

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water down Little Dry Creek which flows into the South Platte River in the SE1/4 of the NE1/4 of Section 12, Township 2 North, Range 67 West of the 6th P.M. (4) Lupton Bottom – End of West Lateral Augmentation Station, in the W1/2 of the E1/2, Section 27, Township 3 North, Range 67 West, near the quarter section line between the NE1/4 and the SE1/4, to release water down Grafflin Slough which flows into the South Platte River in the NW1/4 of the NW1/4 of Section 24, Township 3 North, Range 67 West of the 6th P.M. (5) Brighton Ditch – Wattenburg Augmentation Station, in the SW1/4, Section 25, or NW1/4 Section 36, Township 1 North, Range 67 West of the 6th P.M., to release water to the South Platte River in the NW1/4 of the SW1/4 or SW1/4 of the NW1/4, Section 30, Township 1 North, Range 66 West of the 6th P.M. (6) Fulton - County Line Augmentation Station, in the SW1/4 of the NE1/4, Section 5, Township 1 South, Range 66 West of the 6th P.M., to release water to the South Platte River near the north section line of Section 6, Township 1 South, Range 66 West of the 6th P.M. (7) Fulton - Gravel Lakes Augmentation Station, in the SE1/4 of the NE1/4, Section 9, Township 2 South, Range 67 West of the 6th P.M., to release water to the South Platte River at any of three locations: NW1/4, Section 9; SW1/4, Section 4, above the headgate of the Brantner Ditch; or near the north quarter corner of Section 3, Township 2 South, Range 67 West of the 6th P.M. (8) Fulton - Headgate Augmentation Station, in the NW1/4, Section 16, Township 2 South, Range 67 West, at or upditch from 104th Avenue, to release water to the South Platte River near the east section line of Section 17, Township 2 South, Range 67 West of the 6th P.M. b. Exchange-To-Points: i. Depletion Reach: The locations where South Adams’ wells that are included in the plan for augmentation decreed in Case No. 2001CW258 deplete the South Platte River which begins at an upstream point which is at or below the confluence of Sand Creek near the south quarter corner of Section 1, Township 3 South, Range 68 West of the 6th P.M., and extending downstream to a point in the City of Brighton at the Colorado State Highway 7 bridge at the southerly section line of Section 1, Township 1 South, Range 67 West of the 6th P.M. (“Depletion Reach”). The Depletion Reach is depicted in Exhibit F. ii. Brighton Ditch headgate, in the SE1/4 of the SE1/4 of Section 11, Township 1 South, Range 67 West of the 6th P.M. iii. Fulton Ditch headgate, described in paragraph 3.a.iii., above. c. Description of Exchange Reach: The exchange reach claimed extends from its furthest downstream terminus at the location of the confluence of Grafflin Slough and the South Platte River (described in paragraph 5.a.i.(1)) upstream to the furthest upstream terminus at the location of the confluence of Sand Creek and the South Platte River (described in paragraph 5.b.i.). South Adams requests the right to exchange from any of the exchange-from-points identified in paragraph 5.a. to any of the exchange-to-points identified in paragraph 5.b. In addition, South Adams requests the right to exchange water between any existing or yet-to-be constructed facilities within this defined exchange reach and located in Weld County or Adams County. A map showing the locations of the structures involved is attached as Exhibit F. d. Source: The water rights changed pursuant to paragraph 3 of this Application, the 446 Fulton Irrigation Ditch Company Shares previously changed by South Adams in Case No. 2001CW258, District Court, Water Division No. 1, and the 712 Lupton Meadows Ditch Company shares previously changed by South Adams in Case No. 2001CW258, District Court, Water Division No. 1. e. Date of initiation of appropriation: December 8, 2010. The date when the Board of Directors of South Adams confirmed its intent to make the appropriations by resolution. f. How appropriation was initiated: By forming the intent to appropriate these rights of exchange and by overt acts in furtherance of such intent, including: (1) adopting a resolution of the Board of Directors expressing its intent to appropriate water and directing the effectuation of such intent and appropriation; (2) posting notices at the exchange-from and exchange-to points identified herein; and (3) filing the application herein. g. Date water applied to beneficial use: N/A, Conditional. h. Amount claimed: 86.28 cfs; CONDITIONAL. The maximum rate of flow for the various intermediate exchanges within the overall exchange is set forth in Exhibit G. i. Use of exchanged water: The exchanged water will be used for municipal, irrigation, augmentation, domestic, industrial, commercial, stock watering, recreation, fish and wildlife

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preservation and propagation, fire protection, aquifer recharge purposes, sewage treatment, mechanical, manufacturing, street sprinkling, substitution and exchange, and replacement including both immediate application for such purposes and storage for subsequent application for such purposes. South Adams intends to use, reuse, successively use and fully consume the exchanged water, and subject to the terms and conditions decreed herein, the exchanged water may be used to extinction for the uses described herein either directly or after diversion or re-diversion to storage. 6. Names and addresses of owners or reputed owners of the land upon which structures involved in this Application are or will be located: a. Fulton Ditch headgate and ditch infrastructure: Fulton Irrigation Ditch Co., 13698 East 136th Avenue, Brighton, CO 80601. b. Brighton Ditch headgate and ditch infrastructure: Brighton Ditch Company, 3286 Weld County Road 23, Ft. Lupton, CO 80621. c. Lupton Bottom Ditch headgate and ditch infrastructure: City of Aurora, 15151 East Alameda Parkway, Aurora, CO 80012. d. Meadow Island Ditch No. 1 headgate and ditch infrastructure: Darrell Bearson, 9208 CR 25, Ft. Lupton, CO 80621. e. Burlington Ditch headgate and ditch infrastructure: Burlington Ditch, Reservoir and Land Company, 80 South 27th Avenue, Brighton, CO 80601. f. Wattenburg Reservoir: City of Westminster, c/o Director of Public Works, 4800 West 92nd Avenue, Westminster, CO 80030. g. Cat and Miller Reservoirs: City and County of Denver Acting By and Through Its Board of Water Commissioners, 1600 West 12th Avenue, Denver, CO 80204. h. Howe-Haller, Hazeltine, Road Runner’s Rest II, Brinkmann-Woodward and Dunes Reservoirs: i. Howe-Haller: South Adams. ii. Hazeltine: South Adams. iii. Road Runner’s Rest II: City and County of Denver Acting By and Through Its Board of Water Commissioners, 1600 West 12th Avenue, Denver, CO 80204 and South Adams. iv. Brinkmann-Woodwater Pit No. 1: South Adams. v. Dunes Reservoir: City and County of Denver Acting By and Through Its Board of Water Commissioners, 1600 West 12th Avenue, Denver, CO 80204. i. Tanabe Reservoir: South Adams. j. Meadow Island No. 1 – End of Ditch Augmentation Station: Big Thompson Investment Holding LLC, 1205 West Elizabeth Street, PMB NO. 134, Fort Collins, CO 80251. k. Lupton Bottom – East Lateral Augmentation Station: Robert E. Temmer, 10691 CR 25, Ft. Lupton, CO 80621. l. Lupton Bottom – West Lateral Augmentation Station: Robert W. Kerr, 11104 CR 20, Ft. Lupton, CO 80621. m. Lupton Bottom – End of West Lateral Augmentation Station: Big Thompson Investment Holding LLC, 1205 West Elizabeth Street, PMB NO. 134, Fort Collins, CO 80251. n. Brighton Ditch – Wattenburg Augmentation Station: City of Westminster, c/o Director of Public Works, 4800 West 92nd Avenue, Westminster, CO 80030. o. Fulton – County Line Augmentation Station: City of Brighton, 22 South 4th Avenue, Brighton, CO 80601-2030. p. Fulton – Gravel Lakes Augmentation Station: South Adams. q. Fulton – Headgate Augmentation Station: Fulton Irrigation Ditch Co., 13698 East 136th Avenue, Brighton, CO 80601. WHEREFORE, South Adams requests the Court to enter a decree: (1) approving South Adams’ claimed changes of water rights; (2) confirming South Adams’ claimed appropriative rights of substitution and exchange; and (3) all such other and further relief, whether legal or equitable, as the Court may determine necessary or desirable for the purpose of according full relief. 10CW305, STATE OF COLORADO DIVISION OF PARKS AND OUTDOOR RECREATION (Staunton). APPLICATION FOR GROUNDWATER RIGHTS CHANGE OF WATER RIGHT, WATER STORAGE RIGHTS, CHANGE IN WATER STORAGE RIGHTS, APPROPRIATIVE RIGHTS OF EXCHANGE AND PLAN FOR AUGMENTATION IN PARK AND JEFFERSON COUNTIES, COLORADO. 1. Name of Applicant: State of Colorado, Department of Natural Resources, Division of Parks and Outdoor Recreation ("State Parks"), 1313 Sherman Street, Room 618, Denver, Colorado 80203, (303) 866-3203, c/o Jennifer Mele, Assistant Attorney General, 1525 Sherman Street, 7th Floor, Denver, CO 80203, telephone (303) 866-5033. 2. Names and addresses of owners of land on which structures are located or proposed to be located: State Parks, see paragraph 1, above. Keith

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D. and Judith E. Davis, 01060 Alkire Street, Golden, CO 80401, First Claim – Groundwater Rights 3. Staunton Well No. 3319 A. Location: In the NE1/4 of the SE1/4 of Section 24, T6S, R72W, 2045 feet from the south section line, 728 feet from the east section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 4. Staunton Well No. 3320 A. Location: In the SE1/4 of the SE1/4 of Section 24, T6S, R72W, 1276 feet from the south section line, 400 feet from the east section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 5. Staunton Well No. 3322 A. Location: In the SW1/4 of the SE1/4 of Section 19, T6S, R71W, 0 feet from the south section line, 2450 from the east section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 6. Staunton Well No. 3323 A. Location: In the SE1/4 of the SW1/4 of Section 19, T6S, R71W, 60 from the south section line, 2150 from the west section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 7. Staunton Well No. 3325 A Location: In the SE1/4 of the NW1/4 of Section 23, T6S, R72W, 1802 feet from the north section line, 2010 feet from the west section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 8. Staunton Well No. 3326 A. Location: In the SW1/4 of the NE1/4 of Section 30, T6S, R71W, 2160 feet from the north section line, 1780 feet from the east section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 9. Staunton Well No. 3327 A. Location: In the SE1/4 of the NE1/4 of Section 30, T6S, R71W, 2240 feet from the north section line, 1180 feet from the east section line. B Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 10. Staunton Well No. 3328 A. Location: In the SE1/4 of the NE1/4 of Section 30, T6S, R71W, 2760 feet from the north section line, 1020 feet from the east section line. B. Amount: 20 gpm C. Use: Commercial, domestic and irrigation D. Source: groundwater tributary to the North Fork of the South Platte River E. Appropriation Date: December 30, 2010 Second Claim – Change of Water Rights 11. Decreed name of water rights for which change is sought: Davis Ditch No. 1, Priority No.317 (Priority No.57 in the North Fork Drainage) in Water District 23. A. From previous decrees: i. Dates: The original decree for the Davis Ditch rights was entered May 22, 1913 in CA 1678. The appropriation date of the Davis Ditch No. 1 is March 1, 1884. ii. Use: irrigation. iii. Source: Elk Creek, tributary to the North Fork of the South Platte River. iv. Decreed Point of Diversion: On the right bank of Elk Creek, at a point whence the southwest corner of Section 30, T6S, R71W of the 6th PM, Jefferson County, bears South 53°38’ West, 1,211 feet. v. Amount: 2.5 cfs 12. Decreed name of water rights for which change is sought: Davis Ditch No. 2, Priority No.328 (Priority No.63 in the North Fork Drainage) in Water District 23. A. From previous decrees: i. Dates: The original decree for the Davis Ditch rights was entered May 22, 1913 in CA 1678. The appropriation date of the Davis Ditch No. 2 is March 1, 1888. ii. Use: irrigation. iii. Source: Black Mountain Creek, tributary to Elk Creek, tributary to the North Fork of the South Platte River. iv. Decreed Point of Diversion: On the left bank of Black Mountain Creek at a point whence the southwest corner of Section 30, T6S, R71W of the 6th PM, Jefferson County, Colorado, bears South 20°45’ West, 1,393.50 feet. v. Amount: 1.5 cfs 13. Decreed name of water rights for which change is sought: Davis Ditch No. 3, Priority No.351 (Priority No.75 in the North Fork Drainage) in Water District 23. A. From previous decrees: i. Dates: The original decree for the Davis Ditch rights was entered May 22, 1913 in CA 1678. The appropriation date of the Davis Ditch No. 3 is

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November 11, 1896. ii. Use: irrigation. iii. Source: a Spring Branch (a/k/a Jones Creek) of Elk Creek, tributary to the North Fork of the South Platte River. iv. Decreed Point of Diversion: On the left bank of a Spring Branch (a/k/a Jones Creek) of Elk Creek, at a point whence the northwest corner of Section 31, T6S, R71W of the 6th PM, Jefferson County, Colorado, bears North 59°32’West, 1,731 feet. v. Amount: 1 cfs 14. Proposed Change: State Parks seeks to add recreational, piscatorial and wildlife use as decreed uses for these water rights as well as direct augmentation of such uses and augmentation of irrigation, domestic and commercial use, augmentation of evaporation, return flow replacement and storage for all such uses. This water right may be stored for such uses in the Elk Creek Falls Reservoir, Davis Reservoir Nos. 1, 2 and/or 3 and/or the Staunton Reservoir Nos. 1 and/or 2. State Parks also seeks a change in place of use to allow use anywhere within the Staunton State Park boundaries, located at Sections 18, 19, 20, 29, 30, and 31 of Township 6 South, Range 71 West of the 6th Principal Meridian; and sections 13, 14, 15, 22, 23, 24, 25, and 26 of Township 6 South, Range 72 West of the 6th Principal Meridian and depicted on the attached Exhibit A. Third Claim – Water Storage Rights 15. Elk Creek Falls Reservoir A. Location: SE1/4 NW1/4 Section 23, T 6 S, R 72 W of the 6th P.M. B. Amount:12.6 acre feet C. Use: recreation, piscatorial and wildlife as well as augmentation of irrigation, domestic and commercial use, augmentation of evaporation and return flow replacement. D. Source: North Elk Creek, tributary to Elk Creek, tributary to the North Fork of the South Platte River. E. Appropriation Date: December 30, 2010 16. Staunton Reservoir No. 1 A. Location: A point on Black Mountain Creek in NW1/4 SW1/4 of Section 30, Township 6 South, Range 71 West of the 6th P.M. B. Amount: 15 acre feet C. Use: recreation, piscatorial and wildlife as well as augmentation of irrigation, domestic and commercial use, augmentation of evaporation and return flow replacement. D. Source: Black Mountain Creek, tributary to Elk Creek, tributary to the North Fork of the South Platte River. E. Appropriation Date: December 30, 2010 17. Staunton Reservoir No. 2 A. Location: A point on Black Mountain Creek in NW1/4 SW1/4 of Section 30, Township 6 South, Range 71 West of the 6th P.M. B. Amount: 15 acre feet C. Use: recreation, piscatorial and wildlife as well as augmentation of irrigation, domestic and commercial use, augmentation of evaporation and return flow replacement. D. Source: Black Mountain Creek tributary to Elk Creek, tributary to the North Fork of the South Platte River. E. Appropriation Date: December 30, 2010 Remarks: State Parks intends to consolidate Davis Reservoir No. 3 and Davis Reservoir No. 2 to create Staunton Reservoir No. 1. Davis Reservoir No. 1 will be renamed Staunton Reservoir No. 2. Fourth Claim – Change in Water Storage Rights 18. Decreed name of water rights for which change is sought: Davis Reservoir No. 1 A. From previous decrees: i. Dates: The original decree for the Davis Reservoir storage rights was entered November 15, 1971 in CA 3701. The appropriation date of the Davis Reservoir No. 1 is May 1, 1936. ii. Use: irrigation, livestock, domestic and piscatorial. iii. Source: Black Mountain Creek, tributary to Elk Creek, tributary to the North Fork of the South Platte River. iv. Decreed Point of Diversion: At a point whence the southwest corner of Section 30, T6S, R71W of the 6th PM, Jefferson County, bears South 3°15’ West, 2,020 feet. v. Amount: 11.3 acre feet storage 19. Decreed name of water rights for which change is sought: Davis Reservoir No. 2. A. From previous decrees: i. Dates: The original decree for the Davis Reservoir storage rights was entered November 15, 1971 in CA 3701. The appropriation date of the Davis Reservoir No. 1 is May 1, 1936. ii. Use: irrigation, livestock, domestic and piscatorial. iii. Source: Black Mountain Creek, tributary to Elk Creek, tributary to the North Fork of the South Platte River. iv. Decreed Point of Diversion: At a point whence the southwest corner of Section 30, T6S, R71W of the 6th PM, Jefferson County, Colorado, bears South 6°0’ West, 2,400 feet. v. Amount: 10.4 acre feet 20. Decreed name of water rights for which change is sought: Davis Reservoir No. 3. A. From previous decrees: i. Dates: The original decree for the Davis Reservoir storage rights was entered November 15, 1971 in CA 3701. The appropriation date of the Davis Reservoir No. 1 is May 1, 1936. ii. Use: irrigation, livestock, domestic and piscatorial. iii. Source: Black Mountain Creek, tributary to

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Elk Creek, tributary to the North Fork of the South Platte River. iv. Decreed Point of Diversion: At a point whence the northwest corner of Section 30, T6S, R71W of the 6th PM, Jefferson County, Colorado, bears South 5°15’West, 2,795 feet. v. Amount: 2.7 acre feet 21. Proposed Change: State Parks seeks to add recreational, piscatorial and wildlife use, as well as augmentation of irrigation commercial and domestic use, augmentation of evaporation and return flow replacement as decreed uses for these water rights. State Parks also seeks a change in place of use to allow use anywhere within the Staunton State Park boundaries, and a change in place of storage to allow for storage of these rights in Elk Creek Falls Reservoir and Staunton Reservoir Nos. 1 and 2. Fifth Claim – Appropriative Rights of Exchange 22. Davis Ditches to Staunton State Park storage facilities State Parks is claiming exchanges from all three Davis Ditches, described above, to Staunton Reservoir No. 1 (a/k/a Davis Reservoir Nos. 2 and 3, herein referred to as Staunton Reservoir No. 1) and Staunton Reservoir No. 2 (a/k/a Davis Reservoir No. 1, herein referred to as Staunton Reservoir No. 2), and Elk Creek Falls Reservoir, all described above. A. Legal Descriptions of Exchange-from Points: i. Confluence of Jones Creek and Elk Creek: NW1/4 NE1/4 of Section 31, Township 6 South, Range 71 West of the 6th P.M. ii. A point on Elk Creek at or near Davis Ditch No. 1 headgate SW1/4 SW1/4 of Section 30, Township 6 South, Range 71 West of the 6th P.M. iii. A point on Black Mountain Creek at or near the Davis Ditch No. 2 headgate NE1/4 SE1/4 of Section 25, Township 6 South, Range 72 West of the 6th P.M. B. Legal Description of Exchange-to Points: i. Staunton Reservoir No. 1: A point on Black Mountain Creek in NW1/4 SW1/4 of Section 30, Township 6 South, Range 71 West of the 6th P.M. ii. Staunton Reservoir No. 2 : A point on Black Mountain Creek in NW 1/4 SW1/4 of Section 30, Township 6 South, Range 71 West of the 6th P.M. iii. Elk Creek Falls Reservoir: SE1/4 NW1/4 Section 23, T 6 S, R 72 W of the 6th P.M. C. Maximum Rate of Exchange: i. 5 cfs from Davis Ditch Nos. 1, 2 and 3 to the Staunton State Park reservoirs. ii. 2 cfs from Staunton Reservoir No. 1 and Staunton Reservoir No. 2 to Elk Creek Falls Reservoir. 23. Deer Creek Rights to Staunton State Park storage facilities State Parks is claiming exchanges from State Parks’ water rights tributary to the North Fork of the South Platte River to Staunton Reservoir No. 1, Staunton Reservoir No. 2, and Elk Creek Falls Reservoir. A. Legal Description of Exchange-from Point: Elk Creek confluence with the North Fork of the South Platte: NE1/4 SE1/4 Section 27, T 7 S, R 71 W of 6th P.M. B. Legal Description of Exchange-to Points: same as 22.B C. Maximum Rate of Exchange: 1.30 cfs Sixth Claim – Plan for Augmentation 24. Description of Plan for Augmentation: State Parks seeks to augment out of priority depletions arising from use of the eight new wells, as well as from any replacement wells or supplemental wells thereto, and out of priority depletions arising from storage structures located at Staunton State Park, to supply water for irrigation, domestic, commercial, piscatorial, wildlife and recreational uses at Staunton State Park. A. Structures to be Augmented: The eight wells described in above paragraphs nos. 3-10, Elk Creek Falls Reservoir, Staunton Reservoirs Nos. 1 and 2, Davis Reservoir Nos. 1, 2 and 3, described above B. Source of Replacement Water: Water derived from Davis Ditch Nos. 1, 2 and 3 water rights, either directly or by storage, water stored in Staunton Reservoir Nos. 1 and 2, including rights decreed to Davis Reservoir Nos. 1, 2 and 3, Elk Creek Falls Reservoir and Staunton Reservoir Nos. 1 and 2 junior rights sought herein, all described above, and water derived from water rights changed in Case No. 84CW566. 25. New Water Supply Wells: The uses associated with Staunton State Park will be supplied by the eight wells described in above paragraphs nos. 3-10. These wells are located in Sections 19 and 30 of T6S, R71W, and Sections 23 and 24 of T6S, R72W of the 6th P.M. See Exhibit A attached hereto. These wells will be permitted for commercial, irrigation and domestic use. This Plan for Augmentation shall allow operation of the eight wells to supply Staunton State Park uses described herein as well as any supplemental or replacement wells for such uses duly permitted by the Office of the Division of Water Resources pursuant to § 37-90-137(2), C.R.S. 26. Water Usage: Water uses at Staunton State Park include potable demands for the visitors center, seasonal employee housing, maintenance and operations buildings, camper services building and

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headquarters, campsites (some with toilets and showers), day uses, cabins with kitchenettes, as well as irrigation. Furthermore, State Parks will use its water rights described herein to replace evaporation in Staunton State Parks reservoirs and for replacement of return flows. 27. Operation of the Plan: State Parks’ operation of the eight Staunton State Parks will result in stream depletions to Elk Creek. Replacement will be made to the stream at times when the call is senior to the priority date of the wells. Replacement water will be derived from the water rights of the Davis Ditch Nos. 1,2 and 3; the Davis Reservoir Nos. 1, 2, and 3; Staunton Reservoirs 1 and 2; Elk Creek Falls Reservoir; and rights changed in Case No. 84CW566. Replacement will be made either directly from these water rights or after storage of the rights in the Staunton Reservoirs Nos. 1 and 2 and Elk Creek Falls Reservoir. State Parks projects that depletions from the wells will not be more than 5 acre feet annually. WHEREFORE, State Parks requests the Court to enter a decree approving the groundwater rights, change of water rights, water storage rights, change in water storage rights, appropriative rights of exchange and plan for augmentation requested herein and determining that such claims of groundwater rights, change in water rights, water storage rights, change in water storage rights, appropriative rights of exchange and the plan for augmentation will not cause injury to any vested water right or decreed conditional water right. 10CW306 Arapahoe County Water and Wastewater Authority (“ACWWA”), c/o Gary Atkin, General Manager, 13031 East Caley Avenue, Centennial, Colorado 80111, (303) 790-4830. United Water and Sanitation District, a quasi-municipal corporation and political subdivision of the State of Colorado, acting directly and by and through the United Water and Sanitation District ACWWA Enterprise, and on behalf of the United Water and Sanitation District Chambers Enterprise (“United”), c/o Robert Lembke, 8301 East Prentice Avenue #100, Greenwood Village, Colorado 80111, (303) 785-3585. East Cherry Creek Valley Water and Sanitation District, acting by and through the East Cherry Creek Valley Water and Sanitation District Water Activity Enterprise, Inc. (“ECCV”), c/o David Kaunisto, District Manager, 6201 South Gun Club Road, Aurora, Colorado 80016, (303) 693-3800. The above listed parties shall be collectively referred to as the “Applicants.” 1. Please send all pleadings and correspondence to: Brian M. Nazarenus, Esq., Susan M. Curtis, Esq., Sheela S. Stack, Esq., RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, Colorado 80202, (Attorneys for ACWWA). Tod J. Smith, Esq., 1007 Pearl Street, Suite 220, Boulder, Colorado 80302. Scott B. McElroy, Esq., Alice E. Walker, Esq., Daniel E. Steuer, Esq., Gregg H. DeBie, Esq., MCELROY, MEYER, WALKER & CONDON, P.C., 1007 Pearl Street, Suite 220, Boulder, Colorado 80302 (Attorneys for United). William B. Tourtillott, Esq., Brian M. Nazarenus, Esq., Susan M. Curtis, Esq., Sheela S. Stack, Esq. RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800 Denver, Colorado 80202 (Attorneys for ECCV). APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION - BEEBE DRAW; A CONJUNCTIVE USE PROJECT - 70 RANCH; AND A PLAN FOR AUGMENTATION - 70 RANCH IN ADAMS, ARAPAHOE, DENVER, DOUGLAS, ELBERT, JEFFERSON, MORGAN AND WELD COUNTIES. 2. Introduction. On December 15, 2009, ACWWA, United, and ECCV entered an Intergovernmental Agreement (“IGA”) for the purpose of providing ECCV and ACWWA with an integrated system for the diversion, accretion, collection, storage, transmission, and treatment of their water rights. The integrated system, which is also referred to as the Water Supply Project or the Northern Project, is designed to provide ECCV and ACWWA with a long-term, sustainable municipal water supply for their respective service areas located in the Arapahoe County, Colorado. Maps of ECCV and ACWWA’s service areas are attached as Exhibit 1 and Exhibit 2 respectively. Pursuant to the IGA, United will provide ACWWA with 4,400 acre-feet of consumptive use water that will be delivered through ECCV’s water delivery facilities for use within ACWWA’s service area. ECCV and United are Co-Applicants in pending Case Nos. 02CW404 and 03CW442, which

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involve the adjudication of the Water Supply Project. Specifically, in Case Nos. 02CW404 and 03CW442, ECCV, United, and the Farmers Reservoir and Irrigation Company (“FRICO”) are seeking the approval of plans for augmentation to replace the out-of-priority depletions created by pumping the Upper and Lower Beebe Draw wellfields located in Adams County, Colorado, and the wells located on 70 Ranch, the approval of conjunctive use projects in the Beebe Draw and 70 Ranch alluvial aquifers (as defined below), the approval of a conditional water right, the approval of conditional appropriative rights of exchange, and the approval of rights of substitution. The purposes of this application are: 1) To adjudicate ACWWA’s involvement in the following components of the Water Supply Project: the plan for augmentation for the Beebe Draw, the plan for augmentation for the 70 Ranch alluvial aquifers, and the 70 Ranch conjunctive use project; and 2) To supplement the claims by United and ECCV in Case Nos. 02CW404 and 03CW442 concerning the plan for augmentation in Beebe Draw, the plan for augmentation for the 70 Ranch alluvial aquifers, and the 70 Ranch conjunctive use project. The Applicants hereby give notice that they claim the right to modify or amend this application to: make it consistent with any substantive judgments entered by the Court in Case Nos. 02CW404 and 03CW442 regarding the plan for augmentation in Beebe Draw, the plan for augmentation for the 70 Ranch alluvial aquifers, and the 70 Ranch conjunctive use project; or to correct, cure, or remedy any substantive or procedural defects or shortcomings that may be determined by the Court to exist with regards to the plan for augmentation in Beebe Draw, the plan for augmentation for the 70 Ranch alluvial aquifers, and the 70 Ranch conjunctive use project claimed in Case Nos. 02CW404 and 03CW442, including any amendments made or sought thereto. This application does not seek to adjudicate ACWWA as an end-user of the 68,000 acre feet conditional surface water right sought in Case Nos. 02CW404 and 03CW442, or of the appropriative rights of exchange sought in those cases, and the Applicants hereby acknowledge that ACWWA is not intended to be, and shall not be, an end-user of said rights. The only pending application to adjudicate exchanges related to the Northern Project on ACWWA’s behalf is Case No. 09CW283. Application for Plan for Augmentation – Beebe Draw. 3. General Description. The Applicants seek the approval of a plan for augmentation to replace the out-of-priority depletions resulting from the pumping of the Upper and Lower Beebe Draw wellfields, as described below, when those depletions are legally required at the South Platte River and/or the Beebe Draw to prevent injury to senior water rights at and below the 70 Ranch; and to replace the historical return flow obligation associated with ECCV’s changed Burlington Barr Lake Division shares when those return flows are legally required at the Beebe Draw above and below Milton Lake, Box Elder Creek, and the South Platte River. The Applicants shall replace such out-of-priority depletions in time, location, and amount from the sources of substitute supply listed below. 4. Plan for Augmentation Decreed in Case No. 02CW403. In Case No. 02CW403, the Water Court approved a plan for augmentation for ECCV’s Upper Beebe Draw wellfield, as described in paragraph 15.1 of that Decree. The plan for augmentation allowed the use of the consumptive use credits attributable to ECCV’s Burlington Barr Lake Division shares to replace the out-of-priority depletions resulting from the pumping of the Upper Beebe Draw wellfield. The Applicants shall replace the out-of-priority depletions attributable to the Upper Beebe Draw wellfield pursuant to the terms and conditions decreed in Case No. 02CW403. The plan for augmentation claimed herein allows the Applicants to use additional sources of substitute supply to replace the out-of-priority depletions resulting from pumping the Upper Beebe Draw wellfield, as well as the Lower Beebe Draw wellfield. This plan for augmentation operates in conjunction with the plan for augmentation decreed in Case No. 02CW403. 5. Structures to be Augmented. 5.1. Upper Beebe Draw Wells (identified in Case No. 02CW403 as the “ECCV Well Field”). Copies of the well permits are attached as Exhibit 3. United is the fee owner of the land on which the Upper Beebe Draw Wells are located. 5.1.1. ECCV Well No. P-6 (Well Permit No. 64478-F) was decreed in Case No. 02CW403 on May 11, 2009. P-6 is located in the SE1/4 of the SW1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.1.2. ECCV Well No. E-7A (Well Permit No. 64477-

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F) was decreed in Case No. 02CW403 on May 11, 2009. E-7A is located in the SW1/4 of the SW1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.1.3. ECCV Well No. P-8 (Well Permit 64476-F) was decreed in Case No. 02CW403 on May 11, 2009. P-8 is located in the NW1/4 of the NW1/4 of Section 12, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.1.4. ECCV Well No. P-11 (Well Permit No. 64475-F) was decreed in Case No. 02CW403 on May 11, 2009. P-11 is located in the SW1/4 of the NW1/4 of Section 12, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.1.5. ECCV Well No. P-12 (Well Permit No. 64473-F) was decreed in Case No. 02CW403 on May 11, 2009. P-12 is located in the SW1/4 of the NW1/4 of Section 12, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.1.6. ECCV Well No. P-13 (Well Permit No. 64474-F) was decreed in Case No. 02CW403 on May 11, 2009. P-13 is located in the SE1/4 of the NE1/4 of Section 11, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.2. Upper Beebe Draw Monitoring Wells. The following wells have been constructed in the Upper Beebe Draw as monitoring wells. The Applicants currently use the wells to monitor water levels and to sample water quality. Copies of the well permits are attached as Exhibit 4. United is the fee owner of the land on which the monitoring wells are located. Before converting any of the monitoring wells to production wells, the Applicants will obtain the proper well permits from the Office of the State Engineer and comply with all governing statutes, rules, regulations, orders, and decrees. 5.2.1. Well Permit No. 277587 is located in the SW1/4 of the NE1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.2.2. Well Permit No. 277588 is located in the NE1/4 of the NE1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.2.3. Well Permit No. 277589 is located in the SE1/4 of the NE1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.2.4. Well Permit No. 277591 is located in the NW1/4 of the SE1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.2.5. Well Permit No. 277592 is located in the NE1/4 of the SW1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.2.6. Well Permit No. 277593 is located in the NE1/4 of the NE1/4 of Section 1, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. 5.3. Lower Beebe Draw Wells (also referred to as the “Milton Wells”). The Lower Beebe Draw wells are identified in Case No. 84CW090. The wells will be constructed at the approximate locations listed below. The Applicants reserve the right to change or modify the location of these well sites as determined by a final engineering analysis, design, and construction. Opposers will be notified regarding any changes in location and pumping rates. The Farmers Reservoir and Irrigation Company (“FRICO”) is the fee owner of the land on which the wells will be located. FRICO’s address is 80 South 27th Avenue, Brighton, Colorado 80601. For well sites located on lands owned by others, if any, Applicants will obtain consent or the legal right to locate and use the wells on said lands. 5.3.1. Farmers Reservoir and Irrigation Company Well No. 40 was decreed in Case No. 84CW090 on October 7, 1991. Well No. 40 is located in the SW1/4 of the NW1/4 of Section 2, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5.3.2. Farmers Reservoir and Irrigation Company Well No. 41 was decreed in Case No. 84CW090 on October 7, 1991. Well No. 41 is located in the SE1/4 of the NE1/4 of Section 3, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5.3.3. Farmers Reservoir and Irrigation Company Well No. 42 was decreed in Case No. 84CW090 on October 7, 1991. Well No. 42 is located in the SE1/4 of the NE1/4 of Section 3, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5.3.4. Farmers Reservoir and Irrigation Company Well No. 43 was decreed in Case No. 84CW090 on October 7, 1991. Well No. 43 is located in the SW1/4 of the NE1/4 of Section 2, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5.3.5. Farmers Reservoir and Irrigation Company Well No. 44 was decreed in Case No. 84CW090 on October 7, 1991. Well No. 44 is located in the NE1/4 of the NW1/4 of Section 3, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5.3.6. Farmers

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Reservoir and Irrigation Company Well No. 45 was decreed in Case No. 84CW090 on October 7, 1991. Well No. 45 is located in the NE1/4 of the NW1/4 of Section 3, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 6. Sources of Substitute Supply. 6.1. Decreed Water Rights. 6.1.1.ECCV’s 70 Ranch water rights for which a change in use is pending in Case Nos. 02CW404 and 03CW442. 6.1.2. Fully consumable water stored in United Reservoir No. 3 and Gilcrest Reservoir, as described in paragraphs 7.3 and 7.4. 6.1.3. ECCV’s changed Burlington Barr Lake Division shares decreed in Case No. 02CW403. 6.1.4. Fully consumable water stored in Barr Lake, as described in paragraph 7.1.6.1.5. Fully consumable water stored in Milton Lake, as described 7.2. 6.1.6. FRICO’s Multi-Purpose Water Right decreed in Case No. 02CW403 (limited to the extent the Applicants are FRICO shareholders). 6.1.7. Fully consumable conditional water right currently pending in Case Nos. 02CW404 and 03CW442 (limited to United’s use for irrigation on 70 Ranch after the first fill of ECCV’s 6,000 acre feet groundwater account, as contemplated by and defined as the “Phase 1 Storage Reserve Account” in the December 18, 2003 Water Supply Agreement between United and ECCV, as amended in May 2007). 6.2. Currently Owned But Unchanged Water Sources and Future Acquired Water Sources. The Applicants have acquired water rights represented by shares in or the right to use water associated with the Greeley Irrigation Company, Weldon Valley Ditch Company, Fulton Ditch, Farmers Independent Ditch, Western Mutual Ditch Company, Riverside Reservoir, Jackson Lake Reservoir and Irrigating Company, New Cache la Poudre Irrigating Company, Cache la Poudre Reservoir Company, North Side Lateral Ditch Company, Larimer and Weld Irrigation Company, Larimer and Weld Reservoir Company, Fort Morgan Reservoir and Ditch Company, Fort Morgan Asset Management Inc., Fort Morgan Water Company, Lucas Lateral Ditch Company, New Von Gohen Lateral Ditch Company, Ogilvy Irrigation and Land Company, Owl Creek Supply and Irrigation Company, Whitney Irrigation Company, and Windsor Reservoir and Canal Company (“Currently Owned But Unchanged Water Sources”). The Applicants also intend to acquire additional water sources for use as a source of substitute supply in the Water Supply Project claimed in Case Nos. 02CW404 and 03CW442 (“Future Acquired Water Sources”). Contemporaneous with the filing of this application, Applicants will be filing applications to change 91.625 Weldon Valley Ditch Company and 50 Fulton Ditch Company shares for the uses described herein. The Applicants seek the right to incorporate their Currently Owned But Unchanged Water Sources and/or Future Acquired Water Sources into the plans for augmentation and conjunctive use project claimed herein. The Currently Owned But Unchanged Water Sources and Future Acquired Water Sources will not be included in the plans for augmentation or conjunctive use project claimed in this application, until the Applicants complete the ditch or irrigation company’s legally applicable requirements and procedures, if any, regarding approval of a change of water right. 6.3. Supplies of Replacement Water of Limited Duration, Additional or Alternative Replacement Sources. The Applicants claim the right to use sources of replacement water of limited duration, and additional and alternative sources as sources of substitute supply in the plans for augmentation and conjunctive use project claimed herein if such sources are decreed or lawfully available for such use, are part of a substitute water supply plan approved pursuant to Colo. Rev. Stat. § 37-92-308 or an interruptible supply agreement approved under Colo. Rev. Stat. § 37-92-309. 7. Surface Storage Structures and Locations. The Applicants may store water attributable to the water rights listed in paragraph 6 in the following surface storage structures for subsequent delivery as a source of substitute supply: 7.1. Barr Lake. Barr Lake is an off-channel reservoir located in Sections 15, 21, 22, 23, 26, 27, 28, and 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. Barr Lake is an enlargement of the original Oasis Reservoir. FRICO is the owner of the land underlying Barr Lake. 7.1.1. Location of Dam. At a point at the center of Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. Barr Lake is filled through the Burlington/O’Brian Canal. 7.1.2. Surface Area. 1,900 acres at high water line. 7.1.3. Storage Height. 34 feet. 7.1.4. Capacity. 33,011 acre feet, dead storage is less than 300 acre feet.

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7.2. Milton Lake (also known as Milton Reservoir). Milton Lake is an off-channel reservoir located in Sections 10, 11, 14, 15, 22, and 23, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. Milton Lake is filled through the Burlington/O’Brian Canal, the Beebe Canal, and the Platte Valley Canal. FRICO is the owner of the land underlying Milton Lake. 7.2.1.Location of Dam. At a point near the east line of the SW1/4 of Section 11, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 7.2.2. Surface Area. 1,792 acres at high water line. 7.2.3. Storage Height. 39.5 feet. 7.2.4. Capacity. 26,773 acre feet, dead storage is less than 100 acre feet. 7.3. United Reservoir No. 3 (also known as the “Brannan Gravel Pit” and “United Gravel Pit”). The United Reservoir No. 3 is an off-channel reservoir in the E1/2 of Section 26, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado. The Reservoir has the capacity of approximately 4,000 acre feet as a non-jurisdictional reservoir and 8,000 acre feet as a jurisdictional reservoir. The Reservoir is filled through the United Diversion Facility No. 3, as described in paragraph 8.5. Pursuant to the IGA, ACWWA has a contractual right to 500 acre-feet of storage in United Reservoir No. 3. United is the owner of United Reservoir No. 3. 7.4. Gilcrest Reservoir. Gilcrest Reservoir is an off-channel reservoir located within a part of Section 2, Township 3 North, Range 67 West and sections 23, 26, 34, and 35, Township 4 North, Range 67 West of the 6th P.M., Weld County, Colorado. When completed, Gilcrest Reservoir will have the capacity of approximately 27,000 acre-feet. The point of diversion for Gilcrest Reservoir is located adjacent to the Jay Thomas Ditch Diversion Dam, and will be located on the east bank of the South Platte River in the NW1/4 of the NW1/4 of Section 11, Township 3 North, Range 67 West of the 6th P.M. The Jay Thomas Diversion Dam and the land at the point of diversion for Gilcrest Reservoir are owned by Public Service Company, d/b/a Xcel Energy, Inc, whose address is: 1800 Larimer Street, Suite 1300, Denver, Colorado 80202. The facility will only be used with the permission of the Public Service Company. 8. Diversion Structures. The Applicants will divert their water rights described in paragraph 6 into the surface storage facilities described in paragraph 7 through the following structures. 8.1. Burlington Ditch (also known as Burlington/O’Brian Canal). The headgate is on the east bank of the South Platte River in the SW1/4 of the NE1/4, Section 14, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado. The capacity of the Burlington Ditch is approximately 900 cfs. FRICO is the fee owner of the Burlington Ditch. Burlington and Henrylyn have carriage rights in the Burlington Canal. 8.2. Beebe Canal. The entire length of the canal extends from Barr Lake, located in Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado, to Milton Lake, located near the center of Section 22, Township 3 North, Range 65 West, 6th P.M., Weld County, Colorado. The capacity of the Beebe Canal is approximately 250 cfs. FRICO is the fee owner of the Beebe Canal. 8.3. Metro Pump Station. The discharge of the Metro Pump Station to the Burlington Canal is in the NE1/4 of the NW1/4 of Section 12, Township 3 South, Range 68 West of the 6th P.M., Denver County, Colorado. The pumping capacity of the Metro Pump Station is 105 cfs. The owner of the fee land under the Metro Pump Station is the Metropolitan Wastewater Reclamation District No. 1. The City of Denver is the owner and operator of the Metro Pump Station. By an agreement dated July 29, 1968, FRICO and Burlington have the right to use the Metro Pump Station to deliver water to the Burlington Ditch. 8.4. Platte Valley Canal (also known as the Evans No. 2 Ditch). The headgate is on the east bank of the South Platte River in Section 19, Township 2 North, Range 66 West of the 6th P.M., Weld County, Colorado. FRICO is the owner of the Platte Valley Canal and the Platte Valley Irrigation Company has a 177 cfs carriage easement in the Platte Valley Canal. 8.5. United Diversion Facility No. 3. The United Diversion Facility No. 3 was decreed as a point of diversion in Case No. 02CW403. The Diversion Facility is located on the South Platte River downstream of the Burlington-O’Brian Headgate, downstream of Henderson Road and East 124th Avenue. Water diverted from the South Platte River at the United Diversion Facility No. 3 is delivered to the United Reservoir No. 3. The Diversion was decreed for 500 cfs in Case No. 02CW403, but with minimal alterations has a capacity of

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approximately 1,000 cfs. United holds a perpetual easement for the property encumbered by the United Diversion Facility No. 3. The easement was granted by the landowner, Henderson Aggregate Ltd., and allows for the improvement of the Facility. The easement was recorded on July 8, 2005, Recording No. 20050708000723510, Adams County, Colorado. 8.6. St. Vrain Pipeline (also known as United Diversion Facility No. 5). A surface diversion facility will be constructed on the east bank of the St. Vrain River approximately 500 feet West and 200 feet North of the SE1/4 corner of Section 20, Township 3 North, Range 67 West of the 6th P.M., Weld County, State of Colorado. The landowner information is as follows: Elverna Burchfield Trustee & Sherry Rose, 221 West Platte Avenue, Fort Morgan, CO 80701. 8.7. Bowles Seep. The entire length of the canal extends from the NE1/4 of the NE1/4 of the NE1/4 of Section 6, Township 1 North, Range 65 West of the 6th P.M. to the NW1/4 of the NE1/4 of the SW1/4 of Section 31, Township 1 North, Range 65 West of the 6th P.M. FRICO is the fee owner of the Bowles Seep. 9. Location of Delivery of Sources of Substitute Supply. The Applicants will replace the out-of-priority depletions by delivering their substitute supply water from the sources described in paragraph 6 as necessary to prevent injury to other water rights and at the following locations. 9.1. Barr Lake, described in paragraph 7.1. 9.2. Gilmore Canal. The Gilmore Canal begins at Milton Reservoir and extends a distance of approximately 20 miles; approximately 10 miles of this total length are in the Beebe Draw drainage and the remainder of the canal is in the Box Elder Creek drainage. FRICO is the fee owner of the Gilmore Canal. 9.3. United Reservoir No. 3, described in paragraph 7.3. 9.4. Gilcrest Reservoir, described in paragraph 7.4. 9.5. 70 Ranch, described in paragraph 14.1. 9.6. Milton Lake, described in paragraph 7.2. 9.7. Beebe Canal, described in paragraph 8.2. 9.8. Beebe Canal below Milton Lake. 9.9. South Platte River/Box Elder Creek. 10. Determination of Out-of-Priority Depletions and Replacement Obligations. 10.1. Augmentation Requirements. A maximum of 10,400 acre-feet per year will be pumped from the Upper Beebe Draw wellfield pursuant to this plan for augmentation. The water pumped from the Upper Beebe Draw wellfield will be delivered to ECCV’s and ACWWA’s customers via a 31 mile pipeline, after it is treated at ECCV’s reverse osmosis facility, which currently is under construction. Pursuant to the IGA, ECCV has agreed to provide ACWWA with capacity in its Northern Pipeline and water treatment facilities. The replacement water to offset depletions from pumping the Upper Beebe Draw wellfield will be owed to the Beebe Canal. Water pumped at the Lower Beebe Draw wellfield will be delivered to the Gilmore Canal and used as a source of replacement water to the Milton Lake Division shareholders in FRICO’s system. The replacement water to offset depletions from pumping the Lower Beebe Draw wellfield will be owed the Beebe Draw and the South Platte River below Milton Lake. 10.2. Lagged Well Depletions. Pumping at the Upper and Lower Beebe Draw wellfields will be metered and recorded on a daily basis and summarized on a monthly basis. Each month, the lagged depletive effect of the pumping will be calculated by using URFs from the Beebe-Box Elder Groundwater Model, which is similar to the model used in Case No. 02CW403 and identical to the model used in Case Nos. 02CW404 and 03CW442. A 48-month URF was developed for each well in the Upper and Lower Beebe Draw wellfields in Case Nos. 02CW404 and 03CW442. Applicants reserve the right to amend and/or modify the Beebe-Box Elder Groundwater Model in accordance with determinations made by the Court in Case Nos. 02CW404 and 03CW442. 10.3. Historical Return Flow Obligations. The historical return flow obligations associated with ECCV’s changed Burlington Barr Lake Division shares will be added to the lagged depletive effect of pumping at the Upper and Lower Beebe Draw wellfields to determine the total out-of-priority replacement obligation to the Beebe Draw above and below Milton Lake, Box Elder Creek, and the South Platte River. 10.4. Transit Losses on Sources of Substitute Supply Water. The Division Engineer shall assess stream transit losses for all circumstances where the Applicants are using the natural stream channel to transport sources of substitute supply. Transit losses shall be based on the stream distances measured from the point(s) sources of substitute supply are introduced to a natural stream to the location(s) of the

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stream depletions to be replaced. The Applicants shall coordinate delivery of their substitute supply water with the water commissioner to insure that any amounts required to replace out-of-priority depletions are actually delivered to the point of depletion, including past any dry-up points. 11. Depletion and Substitute Water Supply Projections. The Applicants shall make an annual projection of the depletions for the Upper and Lower Beebe Draw wellfields, the historical return flow obligations, and the projected supplies of replacement water on or before April 15 each year. The Applicants will update the projection on a monthly basis based on actual operations. 12. Accounting and Reporting. Applicants will make an accounting of the augmentation plan and make reports to the Division Engineer. Application for Conjunctive Use Project – 70 Ranch. 13. General Description. The purpose of the Conjunctive Use Project (“CUP”) in the 70 Ranch Alluvial Aquifer is to provide the Applicants with an appropriative right for storage capacity in the 70 Ranch Alluvial Aquifer to store transient groundwater that will subsequently be used to replace out-of-priority depletions or used as a source of substitute supply for exchanges and/or substitutions. Pursuant to the IGA, ACWWA has an option to acquire up to 2,000 acre feet of storage in the 70 Ranch Alluvial Aquifer. The Applicants’ fully consumable water supplies will be diverted at diversion points at the 70 Ranch for delivery to recharge sites or to surface storage facilities. The fully consumable water will be recharged into the 70 Ranch Alluvial Aquifer and stored as transient groundwater for subsequent beneficial use. Water stored in the 70 Ranch Alluvial Aquifer as transient groundwater may be withdrawn by a series of retiming wells located on the 70 Ranch property. The purpose of the retiming wells is to control the groundwater table at the boundary of the Alluvial Aquifer underlying 70 Ranch, to manage the transient groundwater stored in the Alluvial Aquifer, and to retime the delivery of the transient groundwater back to the South Platte River. The Applicants shall use the URFs derived from the 70 Ranch Modflow Model, used in Case Nos. 02CW404 and 03CW442, to determine the timing of recharge accretions and depletions resulting from the pumping of the retiming wells. 14. 70 Ranch Alluvial Aquifer Description. 14.1. Legal Description. The Applicants shall store transient groundwater in the Alluvial Aquifer that underlies the 70 Ranch property (“70 Ranch Alluvial Aquifer”), which consists of 13,740 acres in Weld County, Colorado, including all or parts of the following sections: Township 4 North, Range 62 West, 6th P.M., Sections 3, 5, and 7; Township 5 North, Range 62 West, 6th P.M., Sections 3, 15, 17, 18, 19, 20, 21, 29, 31, and 33; Township 4 North, Range 63 West, 6th P.M., Sections 1, 3, and 10; Township 5 North, Range 63 West, 6th P.M., Sections 9, 13, 17, 20, 21, 22, 23, 24, 25, 27, 34, 35, and 36; Town of Hardin (portions of the parcels that are part of the Town of Hardin are owned by 70 Ranch, LLC) All of the above land is owned fee by 70 Ranch, LLC or its affiliates, or is land upon which the use of the water claimed in this application has been granted to the Applicants by the fee owners. 70 Ranch, LLC’s address is 8301 East Prentice Avenue #100, Greenwood Village, Colorado 80111. 14.2. Capacity of the 70 Ranch Alluvial Aquifer. 68,000 acre-feet. 15. Appropriation Information. 15.1. Source: Storage capacity in the South Platte River alluvium at the 70 Ranch. 15.2. Date of appropriation: December 15, 2009. 15.3. Amount Claimed: ACWWA claims 2,000 acre feet of underground storage space in the 70 Ranch Alluvial Aquifer. 16. Sources of Water for Use in this Conjunctive Use Project. The water rights, described in paragraph 6, will be used in this CUP. 17. Means of Storing in the Alluvial Aquifer. The Applicants will divert water and store it in the 70 Ranch Alluvial Aquifer by artificial means, specifically by carrying the water by pipeline, ditch, or delivery canals to the recharge sites located on the 70 Ranch. 18. Removal of Transient Groundwater. The Applicants will remove the transient groundwater stored in the 70 Ranch Alluvial Aquifer with a series of retiming wells located on the 70 Ranch north and generally parallel to the Riverside Canal, as further described below. The wells will intercept fully consumable water stored as transient groundwater in the 70 Ranch Alluvial Aquifer. The water intercepted by the wells will be used for augmentation, replacement, retiming, exchange, and irrigation on the 70 Ranch. In addition, retiming wells may also be located in the vicinity of several recharge sites to ensure that the replacement of depletions to the

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South Platte River occurs in the proper time, location and quantity to prevent injury to other water rights users. The lagged depletive effects of the retiming wells are included in the total replacement obligations to the South Platte River as described in the plan for augmentation in paragraphs 25-31. 19. Recharge Sites. The Applicants will recharge water into transient groundwater storage in the 70 Ranch Alluvial Aquifer at the following locations. Applicants reserve the right to change such locations, subject to further investigation and engineering. For recharge sites located on lands owned by others, if any, Applicants will obtain consent or the legal right to locate and use recharge sites on said lands. 19.1. Pond 11a. A parcel of land in E1/2 of Section 13, Township 5 North, Range 63 West of the 6th P.M.; W1/2 of the W1/2 of Section 18, Township 5 North, Range 62 West of the 6th P.M.; NE1/4 of Section 24, Township 5 North, Range 63 West of the 6th P.M.; and NW1/4 of Section 19, Township 5 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.2. Pond 11b. A parcel of land in NE1/4 of Section 24, Township 5 North, Range 63 West of the 6th P.M.; and W1/2 of the W1/2 of Section 19, Township 5 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.3. Pond 24. A parcel of land in the center of Section 24, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.4. Pond 8a. A parcel of land in the SW1/4 of Section 25, Township 5 North, Range 63 West of the 6th P.M.; and NE1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.5. Pond 8b/8c. A parcel of land located approximately throughout the center (running north to south) of Section 25, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.6. Pond 31. A parcel of land in the W1/2 and the SE1/4 of Section 31, Township 5 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.7. Pond 9. A parcel of land in the SE1/4 of Section 31, Township 5 North, Range 62 West of the 6th P.M.; and Section 5, Township 4 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.8. Pond 4. A parcel of land in the NE1/4 of Section 1, Township 4 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.9. Pond 5. A parcel of land in the SE1/4 of Section 1, Township 4 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.10. Pond 1. A parcel of land located in the SW1/4 of Section 21, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.11. Pond 2. A parcel of land located in the SE1/4 of Section 21, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.12. Pond 3. A parcel of land in the SE1/4 of Section 27, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.13. Pond 6. A parcel of land in the NW1/4 of Section 27, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.14. Pond 7. A parcel of land in the NE1/4 of Section 27, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.15. Pond 10. A parcel of land in the NW 1/4 of Section 23, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.16. Pond 12. A parcel of land in the NE1/4 of Section 32, Township 5 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.17. Pond 13. A parcel of land in the SE1/4 of Section 23, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. 19.18. Pond 14. A parcel of land in the SE1/4 of Section 6, Township 4 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.19. Riverside National Recharge Facility. A parcel of land in the NW1/4 of Section 4, Township 4 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.20. ERC1. A parcel of land in the SW1/4 of Section 5, Township 4 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.21. ERC2. A parcel of land in the NW1/4 of Section 5, Township 4 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.22. ERC3. A parcel of land in the SW1/4 of Section 31, Township 5 North, Range 62 West of the 6th P.M. in Weld County, Colorado. 19.23. ERC4. A parcel of land in the SE1/4 of Section 22, Township 5 North, Range 63 West of the 6th P.M. in Weld County, Colorado. All of the land upon which the recharge sites are located or will be constructed is owned by in fee by 70 Ranch, LLC, or its affiliates, or is land upon which the use of the water claimed in this application has been granted to the Applicants. The 70 Ranch is depicted on the map attached as Exhibit 5. Prior to using the recharge ponds, the Applicants

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shall provide notice of the exact location, maximum rate of recharge for each canal, and a copy of a diagram depicting the location and design of the pond. 20. Canals Between Recharge Sites. Conveyance canals will be constructed from recharge sites Pond 24 to Pond 8 and from Pond 24 to Pond 9. The Applicants will recharge water into transient groundwater storage in the 70 Ranch Alluvial Aquifer through the canals. URFs for each canal were derived from the 70 Ranch Modflow Model, used in Case Nos. 02CW404 and 03CW442. Prior to using the conveyance canals, the Applicants shall provide notice of the exact location, maximum rate of recharge for each canal, and a copy of a diagram depicting the location and design of the canals. 21. Diversion Structures. The Applicants will divert their water rights claimed for use in this CUP as described in paragraph 6 into the recharge sites through the structures as described below. 21.1. United Diversion Facility No. 1. With the agreement of the Riverside Irrigation District/Riverside Reservoir and Land Company (“Riverside”), at Riverside’s existing headgate on the North Bank of the South Platte River in the SW1/4 SW1/4 of Section 20, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado. Riverside’s address is 221 East Kiowa Avenue, Fort Morgan, Colorado 80701. Absent agreement with Riverside, the United Diversion Facility No. 1 will be located on the North Bank of the South Platte River in the S1/2 SW1/4 of Section 20, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado, between the Riverside Headgate and the West section line of Section 20, Township 5 North, Range 63 West of the 6th P.M., at a location to be established within that reach along the South Platte River, approximately 200 yards in extent. The United Diversion Facility No. 1 may additionally consist of one or more tributary wells or a well gallery extending roughly parallel to the South Platte River in the SE1/4 of Section 19, the SE1/4 and the N1/2 of Section 29, all in Township 5 North, Range 63 West of the 6th P.M. The wells will be located where they will not have a lagged depletive effect on the River and, therefore, may be administered as a surface water diversion. The rate of flow of the well field has not been determined. The lands in Sections 19 and 20, Township 5 North, Range 63 West are owned in fee by 70 Ranch, LLC. The lands in Section 29, Township 5 North, Range 63 West are owned by: Dept. of Natural Resources, Division of Wildlife, 6060 Broadway, Denver, CO 80216; John and Trudy Eckhardt, 2174 Evergreen Place, Loveland, CO 80537. 21.2. United Diversion Facility No. 2. One or more surface diversion facilities to be constructed on the North and South banks of the South Platte River as the River traverses over and across the 70 Ranch in Section 34, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado and the NE1/4 NE1/4 of Section 3, Township 4 North, Range 63 West of the 6th P.M., Weld County, Colorado. This Diversion facility may include one or more tributary wells or a well gallery extending roughly parallel to the South Platte River in the NE1/4 of Section 3 and the NW1/4 of Section 2, Township 4 North, Range 63 West of the 6th P.M. and Section 34, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado. The wells will be located where they will not have a lagged depletive effect on the River and, therefore, may be administered as a surface water diversion. The rate of flow of the well field has not been determined. The lands in NE1/4 of Section 3, Township 4 North, Range 63 West and Section 34, Township 5 North, Range 63 West on which this Facility may be constructed are owned in fee by 70 Ranch, LLC. The lands in the NW1/4 of Section 2, Township 4 North, Range 63 West are owned by TH Ranch, and will only be used with the permission, or other legally obtained right, of TH Ranch, whose address is: TH Ranch, c/o Brad Peterson, Ranch Manager, 34555 WCR 50, Kersey, Colorado 80644. 21.3. United Diversion Facility No. 4. The diversion facility consists of four (4) wells previously used by National Hog Farms that are located north of the Riverside Canal on the 70 Ranch, as described below. The wells will be used to remove the transient groundwater stored in the 70 Ranch Alluvial Aquifer and to retime the delivery of the transient groundwater to the recharge sites located on 70 Ranch or to the South Platte River. The out-of-priority depletions resulting from the prior pumping of the wells are accounted for in the plan for augmentation decreed herein. 21.3.1. Well No. NFC-W1 decreed in Case No. 88CW264(B) for 2.67 cfs, with an appropriation date of September 14, 1988. The location of the

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well is in the SE1/4 of the NE1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. 21.3.2. Well No. NFC-W2 decreed in Case No. 88CW264(B) for 2.67 cfs, with an appropriation date of November 28, 1988. The location of the well is in the NW1/4 of the SW1/4 of Section 36, Township 5 North, Range 63 West of the 6th P.M. This well will only be used with the consent of the State Land Board, or pursuant to other legally obtained right of use. 21.3.3. Well No. NFC-W3 decreed in Case No. 88CW264(B) for 3.34 cfs, with an appropriation date of October 3, 1990. The location of the well is in the NE1/4 of the SE1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. 21.3.4. Well No. NFC-W4 decreed in Case No. 88CW264(B) for 5.57 cfs, with an appropriation date of June 22, 1992. The location of the well is in the NE1/4 of the NE1/4 of Section 7, Township 4 North, Range 62 West of the 6th P.M. 21.4. Riverside Wells. Twenty (20) wells will be constructed north of the Riverside Canal on the 70 Ranch, as described below. The wells will be used to remove the transient groundwater stored in the 70 Ranch Alluvial Aquifer, to retime the delivery of the transient groundwater to the recharge sites located on 70 Ranch or to the South Platte River, and for irrigation on the 70 Ranch. Applicants reserve the right to change such locations, subject to further investigation and engineering. 21.4.1. SB00406301ACA. The location of the well is in the SW 1/4 of the NE 1/4 of Section 1, Township 4 North, Range 63 West of the 6th P.M. 21.4.2. SB00406301BAD. The location of the well is in the NE 1/4 of the NW 1/4 of Section 1, Township 4 North, Range 63 West of the 6th P.M. 21.4.3. SB00406301DAA. The location of the well is in the NE 1/4 of the SE 1/4 of Section 1, Township 4 North, Range 63 West of the 6th P.M. 21.4.4. SB00406301DBA. The location of the well is in the NW 1/4 of the SE 1/4 of Section 1, Township 4 North, Range 63 West of the 6th P.M. 21.4.5. SB00506326CCC. The location of the well is in the SW 1/4 of the SW 1/4 of Section 26, Township 5 North, Range 63 West of the 6th P.M. 21.4.6. SB00506327CCC. The location of the well is in the SW 1/4 of the SW 1/4 of Section 27, Township 5 North, Range 63 West of the 6th P.M. 21.4.7. SB00506335ACA. The location of the well is in the SW 1/4 of the NE 1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. 21.4.8. SB00506335ADD. The location of the well is in the SE 1/4 of the NE 1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. 21.4.9. SB00506335BAB. The location of the well is in the NE 1/4 of the NW 1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. 21.4.10. SB00506335BDA. The location of the well is in the SE 1/4 of the NW 1/4 of Section 35, Township 5 North, Range 63 West of the 6th P.M. 21.4.11. SB00506336CBC. The location of the well is in the NW 1/4 of the SW 1/4 of Section 36, Township 5 North, Range 63 West of the 6th P.M. 21.4.12. SB00506336CDC. The location of the well is in the SE 1/4 of the SW 1/4 of Section 36, Township 5 North, Range 63 West of the 6th P.M. 21.4.13. SB00406205CDD. The location of the well is in the SE 1/4 of the SW 1/4 of Section 5, Township 4 North, Range 62 West of the 6th P.M. 21.4.14. SB00406205DCD. The location of the well is in the SW 1/4 of the SE 1/4 of Section 5, Township 4 North, Range 62 West of the 6th P.M. 21.4.15. SB00406205DDA. The location of the well is in the SE 1/4 of the SE 1/4 of Section 5, Township 4 North, Range 62 West of the 6th P.M. 21.4.16. SB00406206CBD. The location of the well is in the NW 1/4 of the SW 1/4 Section 6, Township 4 North, Range 62 West of the 6th P.M. 21.4.17. SB00406206CDA. The location of the well is in the SE 1/4 of the SW 1/4 of Section 6, Township 4 North, Range 62 West of the 6th P.M. 21.4.18. SB00406206DCD. The location of the well is in the SW 1/4 of the SE 1/4 of Section 6, Township 4 North, Range 62 West of the 6th P.M. 21.4.19. SB00406207AAA. The location of the well is in the NE 1/4 of the NE 1/4 of Section 7, Township 4 North, Range 62 West of the 6th P.M. 21.4.20. SB00406208BBA. The location of the well is in the SW 1/4 of the NW 1/4 of Section 8, Township 4 North, Range 62 West of the 6th P.M. 21.5. Pond 11 Wells. Eight (8) wells will be constructed in the vicinity of the recharge site referred to as Pond 11 located on the 70 Ranch, as described below. The wells will be used to remove the transient groundwater stored in the 70 Ranch Alluvial Aquifer and to retime the delivery of the transient groundwater to the recharge sites located on 70 Ranch or to the South Platte River.

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21.5.1.SB00506218BCD. The location of the well is in the SW 1/4 of the NW 1/4 of Section 18, Township 5 North, Range 62 West of the 6th P.M. 21.5.2. SB00506218CAC. The location of the well is in the NE 1/4 of the SW 1/4 of Section 18, Township 5 North, Range 62 West of the 6th P.M. 21.5.3. SB00506218CDC. The location of the well is in the SE 1/4 of the SW 1/4 of Section 18, Township 5 North, Range 62 West of the 6th P.M. 21.5.4. SB00506219BAC. The location of the well is in the NE 1/4 of the NW 1/4 of Section 19, Township 5 North, Range 62 West of the 6th P.M. 21.5.5. SB00506219BCB. The location of the well is in the SW 1/4 of the NW 1/4 of Section 19, Township 5 North, Range 62 West of the 6th P.M. 21.5.6. SB00506324ACB. The location of the well is in the SW 1/4 of the NE 1/4 of Section 24, Township 5 North, Range 63 West of the 6th P.M. 21.5.7. SB00506324ADC. The location of the well is in the SE 1/4 of the NE 1/4 of Section 24, Township 5 North, Range 63 West of the 6th P.M. 21.5.8. SB00506324BAA. The location of the well is in the NE 1/4 of the NW 1/4 of Section 24, Township 5 North, Range 63 West of the 6th P.M. 21.6. Pond 8 Wells. Four (4) wells will be constructed in the vicinity of the recharge site referred to as Pond 8 located on the 70 Ranch, as described below. The wells will be used to remove the transient groundwater stored in the 70 Ranch Alluvial Aquifer and to retime the delivery of the transient groundwater to the recharge sites located on 70 Ranch or to the South Platte River. 21.6.1. SB00506326DDA. The location of the well is in the SE 1/4 of the SE 1/4 of Section 26, Township 5 North, Range 63 West of the 6th P.M. 21.6.2. SB00506326ABB. The location of the well is in the NW 1/4 of the NE 1/4 of Section 26, Township 5 North, Range 63 West of the 6th P.M. 21.6.3. SB00506336BAB. The location of the well is in the NE 1/4 of the NW 1/4 of Section 36, Township 5 North, Range 63 West of the 6th P.M. 21.6.4. SB00506336BBB. The location of the well is in the NW 1/4 of the NW 1/4 of Section 36, Township 5 North, Range 63 West of the 6th P.M. 22. Rates of Diversion. The Applicants shall not exceed the maximum rate of diversion for each structure as listed below. 22.1. United Diversion Facility No. 1. A maximum of 500 cfs. 22.2. United Diversion Facility No. 2. A maximum of 50 cfs. 22.3. United Diversion Facility No. 4. A maximum of 14.26 cfs. 22.4. Riverside Wells. The maximum rates will be determined once the wells are constructed. 22.5. Pond 11 Wells. The maximum rates will be determined once the wells are constructed. 22.6. Pond 8 Wells. The maximum rates will be determined once the wells are constructed. 23. Use of the Transient Groundwater and the Recharge Accretions. The Applicants shall use the transient groundwater stored in the 70 Ranch Alluvial Aquifer and the accretions from the 70 Ranch CUP for augmentation, irrigation, commercial uses, industrial uses, all municipal uses, and replacement, by direct use or subsequent use by storage, exchange, or substitution in accordance with the terms of the decrees entered in Case Nos. 02CW404 and 03CW442, the decree that may be entered in this case, and/or future decrees entered by this Court. 24. Projection Tool. The Applicants shall make an annual projection of the amount of water recharged to the 70 Ranch Alluvial Aquifer, the amount of transient groundwater stored in the 70 Ranch Alluvial Aquifer, and the projected supplies of replacement water and/or water for irrigation withdrawn from transient groundwater storage on or before April 15 each year. The Applicants will update the projection on a monthly basis based on actual operations. Application for Plan for Augmentation – 70 Ranch. 25. General Description. To the extent required by the Court, the purpose of this plan for augmentation is to replace the out-of-priority depletions resulting from the pumping of the NFC Wells, the retiming wells located on the 70 Ranch, and to replace the historical return flow obligation associated with the 70 Ranch water rights, for which a change of use is currently pending in Case Nos. 02CW404 and 03CW442, when those return flows are legally required to the South Platte River at the 70 Ranch. This plan for augmentation will also replace the historical return flow obligations associated with the Currently Owned But Unchanged Water Sources and the Future Acquired Water Sources as described in paragraph 6.2. The Applicants shall replace such out-of-priority depletions in time, location, and amount from the sources of substitute supply listed below and the sources of substitute supply described in paragraph 6. 26. Structures to be Augmented. 26.1. NFC Wells. The NFC Wells, described in

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paragraph 21.3, will be used to retime the accretions to the South Platte River at the 70 Ranch by removing the transient groundwater stored in the 70 Ranch Alluvial Aquifer. They also will be used for irrigation, commercial, industrial and other uses on the 70 Ranch. This plan for augmentation replaces the lagged depletions to the South Platte River that resulted from the prior pumping of the NFC Wells and replaces the lagged depletions that result from removal of water in transient groundwater stored in the 70 Ranch Alluvial Aquifer for irrigation, commercial, industrial and municipal uses on the 70 Ranch. 26.2. Pond 11 and Pond 8 Retiming Wells. The Retiming Wells located in the vicinity of recharge sites Pond 11 and Pond 8 as described in paragraphs 21.5 and 21.6, will be used to retime the accretions to the South Platte River at the 70 Ranch by removing the transient groundwater stored in the 70 Ranch Alluvial Aquifer. The water removed from transient groundwater storage will be used for replacement, retiming, and exchange, and for irrigation, commercial, industrial and municipal uses on the 70 Ranch. This plan for augmentation replaces the depletions that result from the removal of the transient groundwater stored in the 70 Ranch Alluvial Aquifer. 26.3. Riverside Retiming Wells. The Retiming Wells located north of the Riverside Canal and described in paragraph 21.4, intercept water that has been recharged into transient groundwater storage in the 70 Ranch Alluvial Aquifer. The water intercepted by the Retiming Wells will be used for replacement, retiming, and exchange, and for irrigation, commercial, industrial and municipal uses on the 70 Ranch. This plan for augmentation replaces the depletions that result from the interception of groundwater by the wells that would otherwise return to the South Platte River. 27. Sources of Substitute Supply. The water rights described in paragraph 6 will be used as a source of substitute supply in this plan for augmentation. 28. Location of Delivery of Sources of Substitute Supply. The Applicants will replace the out-of-priority depletions by delivering their replacement water from the sources described in paragraphs 6 to the locations described in paragraph 9. 29. Determination of Out-of-Priority Depletions and Replacement Obligations. 29.1. Augmentation Requirements. The depletions from pumping the NFC Wells and the retiming wells on 70 Ranch are owed to the South Platte River. 29.2. Lagged Well Depletions. The NFC wells will be metered and recorded daily and summarized on a monthly basis. Each month, the lagged depletive effect of the NFC well pumping will be calculated using the United States Geological Survey’s Stream Depletion Factor Methodology (“SDF”). The decreed SDF factors in Case No. 88CW264(B) are 220 days, 160 days, 120 days, and 300 days for NFC-W1, NFC-W2, NFC-W3, and NFC-W4, respectively. Pumping at the retiming wells will be metered and recorded on a daily basis and summarized on a monthly basis. Each month the lagged depletive effect of the pumping will be calculated by using URFs from the 70 Ranch Modflow Model. A 48-month URF was developed for each of the retiming wells listed above. 29.3. Historical Return Flow Obligations. The Applicants’ historical return flow obligation will be added to the lagged depletive effect of pumping at the NFC Wells and the retiming wells to determine the total out-of-priority replacement obligation to the South Platte River. The total out-of-priority replacement obligation from the NFC Wells and the retiming wells includes the depletions that result from removing the transient groundwater stored in the 70 Ranch Alluvial Aquifer and retiming the delivery of that water to the South Platte River or retiming that water back to the recharge ponds to ensure the proper time, location, and quantity of the replacement water. 29.4. Transit Losses on Source of Substitute Supply. The Division Engineer shall assess stream transit losses for all circumstances where the Applicants are using the natural stream channel to transport the source of substitute supply. Transit losses shall be based on the stream distances measured from the point(s) the source of substitute supply is introduced to a natural stream to the location(s) of the stream depletions to be replaced. The Applicants shall coordinate delivery of their augmentation supplies with the water commissioner to insure that any amounts required to replace out-of-priority depletions are actually delivered to the point of depletion, including past any dry-up points. 30. Depletion and Substitute Water Supply Projections. The Applicants shall make an annual projection of the depletions for the 70 Ranch Wells, the

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historical return flow obligations, and the projected supplies of replacement water on or before April 15 each year. The Applicants will update the projection on a monthly basis based on actual operations. 31. Accounting and Reporting. Applicants will make an accounting of their augmentation plan and make reports to the Division Engineer. Claimed Uses for the Water Rights. 32. Uses. All municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, exchange, augmentation and replacement, substitute supply, recharge, alluvial storage by means of transient groundwater storage, accretion, adjustment and regulation of water supply, including further exchange with other water systems and other water users, agricultural uses, and for all other beneficial uses within the ACWWA Service Area located in Arapahoe County, as it now exists or may exist in the future, United Service Area as approved by the Elbert County Board of County Commissioners, as it now exists or may exist in the future, the ECCV Service Area located in Arapahoe County, as it now exists or may exist in the future, and the service area of others with whom United may contract to provide water, water delivery, and water delivery infrastructure. 33. Exchanges and Substitutions. Subject to the limitations described herein, including but not limited to the Introduction at paragraph 2 above, the water rights claimed in this application may be included in the exchanges and substitutions as claimed in and that may be decreed in Case Nos. 02CW404, 03CW442, and 09CW283. 34. Subject to the limitations described herein, including but not limited to the Introduction at paragraph 2 above, any fully consumable water or augmentation credits not used by the Applicants for the uses and purposes set forth in this application that are returned to the South Platte River or its alluvium may be re-diverted at any of the diversion points set forth in the amended application and used for augmentation, recharge, alluvial storage by means of transient groundwater storage and accretion, substitute supply and exchange as set forth in Case Nos. 02CW404, 03CW442, and 09CW283. 35. Operation of the Conjunctive Use Project and Plan for Augmentation. In order to implement and administer the Conjunctive Use Project and the Plans for Augmentation, the Applicants will use a Modflow model that is similar to the model used in Case Nos. 02CW403, 02CW404, and 03CW442. The Modflow model predicts the amount, location, movement, and any changes in the transient ground water storage in the Beebe Draw and 70 Ranch alluvial aquifers. The Applicants will also use daily accounting to ensure that the replacement water is available at the appropriate locations and to manage and control the substitution and exchange of the transient ground water stored in the Beebe Draw and 70 Ranch alluvial aquifers. 36. General Location Map. A map, generally showing the relationship the area encompassed by the claims in this application is attached as Exhibit 6. 37. Landowner Information. Use of the facilities owned by the Riverside Irrigation District/Riverside Reservoir and Land Company (“Riverside”), the Henrylyn Irrigation District, and the Public Service Company, will be by agreement with those entities, which permission the Applicants will request. Facilities owned and operated by FRICO or United are included with the permission of FRICO and United and may require further agreement between the Applicants. The proposed Lower Beebe Draw well field will be located on land owned by FRICO or acquired by the Applicants prior to the construction of the well field. 38. In the event there is any discrepancy between the description of the points of diversion, storage facilities, or water rights described in this application and the terms of any respective decrees, the decrees are considered controlling. Any person reading this application should rely upon these descriptions for purposes of inquiry notice only, and should rely upon the terms of any respective decrees adjudicating the water rights and structures when evaluating the claims made in this application. 10CW307 Riverside Irrigation District, Riverside Reservoir & Land Company, 221 East Kiowa Avenue, Fort Morgan, Colorado 80701 (970) 867-6586; c/o Mark J. Wagner, Hill & Robbins, P.C., 1441 18th St., Suite 100, Denver, CO 80202, (303) 296-8100; 70 Ranch LLC and the United Water And Sanitation District, acting by and through the United Water

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Acquisition Water Activity Enterprise, 8301 East Prentice Avenue #100, Greenwood Village, CO 80111, (303) 785-3585; c/o Tod J. Smith, #15417, The Law Office of Tod J. Smith, 1007 Pearl Street, Suite 220, Boulder, CO. 80302, (303) 444-4203. Application for Finding of Reasonable Diligence in WELD COUNTY. 2. Name of Structure: Riverside/National Hog Farms Recharge Facility, Pond No. 2 (“Recharge Pond No. 2”). 3. Description of Conditional Right from Original Decree: A. Date of Original Decree: April 30, 1996; Decree No.: 88CW264(A); Court: Water Division No. 1. B. Location: Recharge Pond No. 2 is decreed to be located in the E1/2 of Section 4 and the W1/2 of Section 3, Township 4 North, Range 62 West, 6th P.M. C. Source of Water: South Platte River. D. Appropriation Date: November 4, 1988. E. Amount: 460 acre feet. F. Use: Wildlife habitat, recreation, and aesthetic purposes, irrigation, recharge of the alluvial aquifer and augmentation. 4. Outline of work performed or action taken toward completion of the appropriation and application of water to a beneficial use as conditionally decreed: A. The recharge project decreed in Case No. 88CW264(A) (the “Facility”), including Ponds Nos. 1 and 2, is part of an integrated water supply and recharge project for Riverside and the owner of the property on which the Facility is located (formerly, National Hog Farms, Inc., now 70 Ranch, LLC). Pursuant to an agreement between the Riverside District and Riverside Company and National Hog Farms, Inc., recharge credits generated from water diversions into the Facility are divided 60% to Riverside and 40% to the property owner. Throughout the diligence period of December 2004 through November 2010, Riverside diverted and delivered water into the constructed portion of the Facility (Pond No. 1) and co-applicants made beneficial use of the recharge credits generated thereby for augmentation and replacement purposes. Riverside’s deliveries into constructed portions of the Facility (Pond No. 1) averaged 987.67 acre-feet per year during the diligence period. Recharge credits generated from operation of the facility are used as an augmentation source in National Hog Farms’ augmentation plans decreed in Case Nos. 88CW264(B), 94CW217, and 96CW264 and in Riverside’s augmentation plan decreed in Case No. 02CW86. B. During the diligence period, Riverside obtained judicial approval of an augmentation plan (Case No. 02CW86, decreed on July 11, 2008), pursuant to which Riverside will use recharge credits from Recharge Pond No. 2 and other sources for augmentation of out-of-priority diversions and return flow obligations. C. During the diligence period, Riverside has expended more than $ 207,000.00 in legal and engineering expenses in adjudicating and operating the said augmentation plan, and in setting up, and performing necessary accounting for its augmentation plan. D. During the diligence period, Riverside has engaged in the following efforts to develop and maintain the water diversion and delivery systems necessary to divert and deliver water to the Facility, at the following approximate costs: Inlet Maintenance and Diversion Improvement$173,526.00; Spillway Design and Construction $219,384.00. E. During the diligence period, the Co-Applicant, the fee land on which Recharge Pond No. 2 will be constructed was conveyed to 70 Ranch, L.L.C. (This did not include any State land on which a portion of the Pond, as previously decreed, is located. State land will only be used with the permission of the State Land Board.) The National Hog Farm’s share of the recharge credits from Recharge Pond No. 2 were subsequently conveyed to the United Water and Sanitation District and then to the East Cherry Creek Valley Water and Sanitation District in 2003. The two District filed for a change of these recharge credits for the use of United and ECCV in Case Nos. 02CW404 and 02CW442, which are set for trial beginning in April 2011. Since filing those applications, United and ECCV have incurred significant legal fees and costs, including the preparation of an expert report addressing, in part, the change in place of use of their share of Recharge Pond No. 1. Those fees and expenses have been in excess of: Legal Fees and Expenses: $50,000.00; Engineering Costs: $20,000.00. F. During the diligence period, United has surveyed and staked the location of Recharge Pond No. 2 at an approximate cost of $7,000.00 (note that United did not stake that portion of the Pond that, as decreed, is located is on State land. G. During the diligence period, United has coordinated and obtained a preliminary design of Recharge Pond No. 2, at an approximate cost of $2,000.00. 5. Water applied to

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beneficial use: N/A. 6. Names and addresses of owners of land upon which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: All such land is owned or controlled by co-applicants or the Colorado State Land Board, the address of which is: 1313 Sherman Street, Room 620, Denver, CO 80203. WHEREFORE, the Applicants respectfully request that the Court enter an order which finds that reasonable diligence has been exercised in the development of the subject conditional water right. 10CW308 CITY OF BLACK HAWK, Director of Public Works, P.O. Box 68, Black Hawk, Colorado 80422, Telephone: (303) 582-1324, c/o Harvey W. Curtis, Esq., 8310 South Valley Highway, Suite 230, Englewood, Colorado 80202, Telephone: (303) 292-1144. APPLICATION FOR CONDITIONAL DIRECT FLOW WATER RIGHTS AND FOR CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE, IN GILPIN AND CLEAR CREEK COUNTIES. 2. CONDITIONAL DIRECT FLOW WATER RIGHTS. 2.a. Name of Structure: Black Hawk North Clear Creek Diversion Point No. 1. 2.a.i. Legal Description of Diversion Point: located in the NW quarter of the NW quarter of Section 17, T3S, R72W of the 6th P.M., at a point approximately 105 ft from the North section line and approximately 1,285 ft from the West section line of said Section 17, at Latitude 39.795121093, Longitude - 105.47490035. A map showing the location of the point of diversion is attached hereto as Exhibit A, hereby incorporated. 2.a.ii. Source of Water: North Clear Creek, a tributary to Clear Creek, a tributary to the South Platte River. 2.a.iii. Date of Appropriation: November 19, 2010. 2.a.iii.(1) How appropriation was initiated: By the posting of a sign at the diversion point. 2.a.iii.(2) Date water was applied to beneficial use: Not applicable. The water right sought in this Application is a conditional water right. 2.a.iv. Amount claimed: 10 c.f.s., conditional. 2.a.v. Use: The water diverted under the direct flow water right described herein will be used for all nonpotable municipal purposes, including domestic uses, irrigation of parks, lawns and grounds, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, sewage treatment, street sprinkling, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, and replacement, adjustment and regulation of Black Hawk's water supply system, including exchange within Black Hawk's system and with other water users, and storage, including storage for all of the aforementioned uses following storage. The water diverted under the direct flow water right will be used within the City of Black Hawk service area as it presently exists and as it may exist in the future, and in any location capable of service from the diversion point. The City of Black Hawk asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.a.v.(1) Number of acres to be irrigated: 125. 2.a.v.(2) Location of irrigated acreage: Applicant will use the water decreed hereunder for any irrigation uses within the City limits and any other place served by the City of Black Hawk in the future. The city limits and lands which Black Hawk may annex under the 1999 Growth IGA with the County of Gilpin and City of Central are shown on Exhibit A hereto. 2.a.vi. Place of use. The place of use for the conditional direct flow water right applied for herein shall be any place served in the present or in the future by the City of Black Hawk. 2.b.Name of Structure: Black Hawk North Clear Creek Diversion Point No. 2. 2.b.i. Legal Description of Diversion Point: located in the NW quarter of the SE quarter of Section 17, T3S, R72W of the 6th P.M., at a point approximately 1,835 ft from the South section line and approximately 1,481 ft from the East section line of said Section 17, at Latitude 39.786611558, Longitude - 105.466708199. A map showing the location of the point of diversion is attached hereto as Exhibit A. 2.b.ii. Source of Water: North Clear Creek, a tributary to Clear Creek, a tributary to the South Platte River. 2.b.iii. Date of Appropriation: November 19, 2010. 2.b.iii.(1) How appropriation was initiated: By the posting of a sign at the diversion point. 2.b.iii.(2) Date water was applied to beneficial use: Not applicable. The water right sought in this Application is a conditional water right. 2.b.iv. Amount claimed: 10 c.f.s., conditional.

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2.b.v. Use: The water diverted under the direct flow water right described herein will be used for all nonpotable municipal purposes, including domestic uses, irrigation of parks, lawns and grounds, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, sewage treatment, street sprinkling, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, and replacement, adjustment and regulation of Black Hawk's water supply system, including exchange within Black Hawk's system and with other water users, and storage, including storage for all of the aforementioned uses following storage. The water diverted under the direct flow water right will be used within the City of Black Hawk service area as it presently exists and as it may exist in the future, and in any location capable of service from the diversion point. The City of Black Hawk asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 2.b.v.(1) Number of acres to be irrigated: 125. 2.b.v.(2) Location of irrigated acreage: See paragraph 2.a.v.(2), above. 2.b.vi. Place of use. The place of use for the conditional direct flow water right applied for herein shall be any place served in the present or in the future by the City of Black Hawk. 3. CONDITIONAL APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE. By this Application, the City of Black Hawk claims the following conditional appropriative rights of substitution and exchange in Clear Creek, North Clear Creek and their tributaries. A map showing the location of the exchange is attached hereto as Exhibit B. Under the exchange, Black Hawk will divert by exchange up to 10 c.f.s from North Clear Creek and its tributaries at each of the points ("exchange-to points") identified in paragraph 3.a., below, for direct use and/or for storage for subsequent use, based upon the introduction of substitute supplies made available under the water rights described in paragraph 3.b., below ("substitute supplies"). The City of Black Hawk will make the substitute supplies available at the point identified in paragraph 3.c., below (the "exchange-from point") by making deliveries, by forgoing diversions and/or storage, and/or by releases from storage. 3.a. Names and locations of structures (exchange-to points) through which or into which water will be diverted and/or stored by exchange and the sources at the exchange-to points are as follows: 3.a.i. Black Hawk North Clear Creek Diversion Point No. 1, described in paragraph 2.a., above. 3.a.ii. Black Hawk North Clear Creek Diversion Point No. 2, described in paragraph 2.b., above. 3.a.iii. Source of Water at Exchange-To Points: North Clear Creek, tributary to Clear Creek, a tributary of the South Platte River. 3.b. Sources of substitute supply: 3.b.i. Water legally stored by the City of Black Hawk in Green Lake, including, but not limited to, the water rights to be decreed in Applicant’s pending applications in Cases Nos. 2009CW276 and 2009CW277, Water Division No. 1. Green Lake is an off-channel reservoir in the South Clear Creek drainage basin in the County of Clear Creek, Colorado, whose location is more particularly described as follows: Beginning at the outlet whence the Northwest corner of Section 29, Township 4 South, Range 74 West, bears North 15 degrees 30 minutes West 1,625 feet; thence South 21 degrees 45 minutes West 160 feet; thence South 42 degrees 10 minutes East 235 feet; thence South 11 degrees 30 minutes West 530 feet; thence South 30 degrees 25 minutes West 150 feet; thence South 9 degrees 10 minutes East 290 feet; thence South 36 degrees 15 minutes West 82 feet; thence North 42 degrees 55 minutes West 120 feet; thence North 21 degrees 20 minutes West 180 feet; thence North 28 degrees 00 minutes East 245 feet; thence North 22 degrees 40 minutes West 695 feet; thence North 4 degrees 50 minutes East 525 feet; thence South 74 degrees 40 minutes East 165 feet to the place of beginning. 3.b.ii. Water legally stored by the City of Black Hawk in Georgetown Lake, including, but not limited to, the water rights to be decreed Applicant’s pending application in Case No. 2007CW327, Water Division No. 1. Georgetown Lake is an on-channel reservoir located in the SE 1/4 and portions of the NE 1/4 of Section 5, and the NE 1/4 of Section 8, Township 4 South, Range 74 West of the 6th P.M. in Clear Creek County, Colorado. The point of diversion is located 800 feet from the East section line and 1900 feet from the North section line of Section 5, Township 4 South, Range 74 West of the 6th P.M. 3.b.iii. Water leased

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from the City of Golden including, but not limited to, water delivered pursuant to the Assignment and Water Delivery Agreement, dated June 7, 2007, for Vidler Tunnel Water as described in said agreement, and water leased from the City of Golden pursuant to said agreement and stored and released from Guanella Reservoir located in N1/2 of SW 1/4 and NW 1/4 of SE 1/4 of Section 29 and NE 1/4 of SE 1/4 of Section 30, Township 3 South, Range 74 West of the 6th P.M., Clear Creek County, Colorado. 3.b.iv. Water legally diverted or divertable by the City of Black Hawk at the Hidden Valley Surface Water Diversion Point located in the SW 1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 1,000 feet West of the East boundary of Section 32 and 2,140 feet South of the North boundary of Section 32, Clear Creek County, Colorado, including, but not limited to, water attributable to Black Hawk’s proportionate interest in the Church Ditch (a/k/a the Golden City and Ralston Creek Ditch) exchanged to the Hidden Valley Surface Water Diversion Point pursuant to the decree entered in Case No. 92CW059. 3.b.v. Water legally diverted or divertable by the City of Black Hawk at the Hidden Valley Groundwater Diversion Point located in the SW1/4 of the SE1/4 of the NE1/4 of Section 32, Township 3 South, Range 72 West of the 6th P.M., at a location 800 feet West of the East boundary of Section 32 and 2,030 feet South of the North boundary of Section 32, Clear Creek County, Colorado, including, but not limited to, water attributable to Black Hawk’s proportionate interest in the Church Ditch (a/k/a the Golden City and Ralston Creek Ditch) exchanged to the Hidden Valley Ground Water Diversion Point pursuant to the decree entered in Case No. 92CW059. 3.b.vi. Water and water rights delivered to the City of Black Hawk by the Adolph Coors Company, including water delivered pursuant to the lease agreement dated March 10, 1992, as amended. 3.b.vii. Water delivered to North Clear Creek at the Black Hawk-Central City Sanitation District Wastewater Treatment Plant, located in the NE1/4 of SW1/4 of Section 26, Township 3 South, Range 72 West of the 6th P.M., Gilpin County, Colorado, at a point 1,550 feet east of the West section line and 2,100 feet north of the South section line of said Section 26. The source of water is effluent discharged at said location including, but not limited to, the water rights decreed in Case No. 93CW055 on August 22, 2003. 3.c. Points at which the City of Black Hawk shall make substitute supplies available to allow diversion by exchange at exchange-to points ("exchange-from points"): 3.c.i. Confluence of Clear Creek and North Clear Creek located in the NE1/4 SW1/4 of Section 36, Township 3 South, Range 72 West of the 6th P.M., Clear Creek and Gilpin Counties, Colorado. 3.c.ii. The outfall of the Black Hawk-Central City Sanitation District Wastewater Treatment Plant at the location described in paragraph 3.b.vii., above. 3.d. Date of Appropriation: November 19, 2010. 3.d.i. How appropriation was initiated: By the posting of signs at the exchange-to points. 3.d.ii. Date water was applied to beneficial use: Not applicable. The exchange sought in this Application is a conditional water right. 3.d.iii. Amount claimed: 10 c.f.s., conditional. 3.d.iv. Use: The water diverted by exchange under the water right described herein will be used for all nonpotable municipal purposes, including domestic uses, irrigation of parks, lawns and grounds, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, sewage treatment, street sprinkling, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation, and replacement, adjustment and regulation of Black Hawk's water supply system, including exchange within Black Hawk's system and with other water users, and storage, including storage for all of the aforementioned uses following storage. The water diverted by exchange will be used within the City of Black Hawk service area as it presently exists and as it may exist in the future, and in any location capable of service from the diversion point. The City of Black Hawk asks the Court to decree that it has the right to use, reuse, successively use and dispose of, by sale, exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. The City of Black Hawk further requests the Court decree that: Black Hawk shall at all times be entitled to fully consume the same amount of water diverted by exchange as the amount of decreed fully-consumable water being simultaneously delivered to or made available at the exchange-from points; Black Hawk

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shall be entitled to divert by exchange, based upon the delivery at the exchange-from points of water for which Black Hawk has the right to only a single use, provided that Black Hawk shall only be entitled to a single use of water diverted at the exchange-to points based upon delivery of single use water at the exchange-from points; and to the extent that Black Hawk has the decreed right to fully consume water diverted under the exchanges, Black Hawk shall be entitled to fully consume such water by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition. 3.d.iv.(1) Number of acres to be irrigated: 125. 3.d.iv.(2) Location of irrigated acreage: See paragraph 2.a.v.(2), above. 3.d.v. Place of use. The place of use for the conditional appropriative rights of substitution and exchange applied for herein shall be any place served in the present or in the future by the City of Black Hawk. 4. NAMES AND ADDRESSES OF OWNERS OF LAND ON WHICH THE POINTS OF DIVERSION ARE LOCATED: 4.a. Black Hawk North Clear Creek Diversion Point No. 1: Colorado Department of Transportation, c/o Jay Kramer, R.O.W. Manager, CDOT Region 1, 18500 East Colfax Avenue, Aurora, CO 80111-8017. 4.b. Black Hawk North Clear Creek Diversion Point No. 2: Black Hawk Development Corp., PO Box 293, Black Hawk, CO 80422. Additional information: 10 pages, including 2 pages of Exhibits. 10CW309, CITY OF BLACK HAWK, Director of Public Works, P.O. Box 68, Black Hawk, Colorado 80422, Telephone: (303) 582-1324. j: Harvey W. Curtis, Esq., 8310 South Valley Highway, Suite 230, Englewood, Colorado 80202, Telephone: (303) 292-1144. APPLICATION FOR ALTERNATE PLACE OF STORAGE AND FOR ALTERNATE POINT OF DIVERSION, IN GILPIN COUNTY. 2. REQUEST FOR CHANGE OF WATER RIGHTS: 2.a. Decreed water rights for which change is sought: 2.a.i. Name of Structure: Pickle Gulch Reservoir. 2.a.i.(1)Date of original and all relevant subsequent decrees: August 22, 2003, Case No. 92CW058, in the District Court, Water Division No. 1, State of Colorado; diligence pending in Case No. 2009CW119, Water Division No. 1. A copy of the decree in Case No. 92CW058 is attached hereto as Exhibit A, hereby incorporated. 2.a.i.(2) Decreed Legal Description of Reservoir: Pickle Gulch Reservoir will be located in the NW1/4 SE1/4 of Section 35, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis intersecting Pickle Gulch at a point approximately 1,500 feet from the East section line and approximately 1,700 feet from the South section line of said Section 35. The approximate location is shown on Exhibit B hereto, hereby incorporated. 2.a.i.(3) Decreed Source of Water: Pickle Gulch Reservoir is an onstream reservoir and will intercept and store water in Pickle Gulch and water in the drainage tributary to Pickle Gulch, a tributary to North Clear Creek, and water diverted from North Clear Creek, tributary to Clear Creek, tributary to the South Platte River. 2.a.i.(4) Decreed Appropriation Date: May 29, 1992. 2.a.i.(5) Decreed Amount: 600 acre-feet, conditional, with the right to fill once per year when in priority, and the right to refill when in priority, for up to one volumetric refill per year. 2.a.i.(6) Decreed Additional Point of Diversion: Upper North Clear Creek Pump Station No. 2, described in paragraph 2.a.v., below. 2.a.i.(7) Decreed Use: All municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes, including the right to use and reuse the water for all of the aforesaid purposes, including reuse by exchange for all the aforesaid purposes, to extinction all water lawfully diverted and/or impounded. The water may also be used for exchange, for replacement, and for augmentation purposes. Black Hawk is entitled to use the water diverted and/or stored for all municipal purposes, for exchange, replacement and augmentation, and Black Hawk is entitled to reuse of this water for the same purposes. The place of use is any place served in the present or the future by the City of Black Hawk’s treated water and/or raw water systems. 2.a.ii. Name of Structure: Missouri Creek Reservoir. 2.a.ii.(1)Date of original and all relevant subsequent decrees: August 22, 2003, Case No. 92CW058, in the District Court, Water Division No. 1, State of Colorado; diligence pending in Case No. 2009CW119, Water Division No. 1.

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2.a.ii.(2)Legal Description of Reservoir: Missouri Creek Reservoir will be located in the W1/2 of Section 36, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis intersecting Missouri Creek at a point approximately 1,700 feet from the West section line and 2,400 feet from the North section line of said Section 36. The approximate location is shown on Exhibit B. 2.a.ii.(3) Decreed Source: Missouri Creek Reservoir will be an onstream reservoir and will intercept and store water in Missouri Creek and water in the drainage tributary to Missouri Creek, a tributary to North Clear Creek, and water diverted from North Clear Creek, tributary to Clear Creek, tributary to the South Platte River. 2.a.ii.(4) Decreed Appropriation Date: May 29, 1992. 2.a.ii.(5) Decreed Amount: 460 acre-feet, conditional, with the right to fill once per year when in priority, and the right to refill when in priority, for up to one volumetric refill per year. 2.a.ii.(6) Decreed Additional Diversion Point: Upper North Clear Creek Pump Station No. 2, described in paragraph 2.a.v., below. 2.a.ii.(7)Decreed Use: All municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes, including the right to use and reuse the water for all of the aforesaid purposes, including reuse by exchange for all the aforesaid purposes, to extinction all water lawfully diverted and/or impounded. The water may also be used for exchange, for replacement, and for augmentation purposes. Black Hawk is entitled to use the water diverted and/or stored for all municipal purposes, for exchange, replacement and augmentation, and Black Hawk is entitled to reuse of this water for the same purposes. The place of use is any place served in the present or the future by the City of Black Hawk’s treated water and/or raw water systems. 2.a.iii. Name of Structure: Black Hawk Chase Gulch Reservoir. 2.a.iii.(1) Date of original and all relevant subsequent decrees: August 22, 2003, Case No. 92CW058, in the District Court, Water Division No. 1, State of Colorado; diligence pending in Case No. 2009CW119, Water Division No. 1. 2.a.iii.(2) Decreed Legal Description of Reservoir: Black Hawk Chase Gulch Reservoir will be located in the S1/2 NW1/4 and the N1/2 SW1/4, Section 2, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis to intersect Chase Gulch at a point approximately 1,600 feet from the West section line and 2,400 feet from the North section line of said Section 2. The decreed location of Black Hawk Chase Gulch Reservoir is shown on Exhibit B hereto. 2.a.iii.(3) Decreed Source of Water: Water in Chase Gulch and water in the drainage tributary to Chase Gulch, a tributary to North Clear Creek, a tributary to Clear Creek, and water diverted from North Clear Creek by the Upper North Clear Creek Pumping Station and Pipeline, more particularly described as follows: (a) Decreed Legal Description of Point of Diversion: On the South Bank of North Clear Creek, in the NE1/4 of the SW1/4 of Section 34, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado at a point approximately 2,500 feet from the West section line and 1,900 feet from the South section line of said Section 34. The approximate location of the Upper North Clear Creek Pumping Station and Pipeline is shown on Exhibit B hereto. (b) Decreed Source of Water: The Upper North Clear Creek Pumping Station and Pipeline will divert water from North Clear Creek, tributary to Clear Creek, tributary to the South Platte River. (c) Decreed flow rate: 7.0 c.f.s. (for filling rate). 2.a.iii.(4)Decreed Appropriation Date: May 29, 1992. 2.a.iii.(5) Decreed Amount: 600 acre-feet, conditional, with the right to fill once per year when in priority, and the right to refill when in priority, for up to one volumetric refill per year. 2.a.iii.(5) Decreed Use: All municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes, including the right to use and reuse the water for all of the aforesaid purposes, including reuse by exchange for all the aforesaid purposes, to extinction all water lawfully diverted and/or impounded. The water may also be used for exchange, for replacement, and for augmentation purposes. Black Hawk is entitled to use the water diverted and/or stored for all municipal purposes, for exchange, replacement and augmentation, and Black Hawk is entitled to reuse of this water for the same purposes. The place of use is any place served in the present or the future by the City of Black Hawk’s treated water and/or raw water systems. 2.a.iv. Name of Structure: Upper North Clear

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Creek Pump Station No. 1. 2.a.iv.(1) Date of original and all relevant subsequent decrees: August 22, 2003, Case No. 92CW058, in the District Court, Water Division No. 1, State of Colorado; diligence pending in Case No. 2009CW119, Water Division No. 1. 2.a.iv.(2) Decreed Legal Description of Diversion Point: Located on North Clear Creek in the NE1/4 of the SW1/4 of Section 34, Township 2 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 900 feet from the West section line and 2,100 feet from the South section line of said Section 34. The approximate location of the Upper North Clear Creek Pump Station No. 1 is shown on Exhibit B hereto. 2.a.iv.(3) Decreed Source of Water: North Clear Creek, a tributary to Clear Creek, tributary to the South Platte River. 2.a.iv.(4) Decreed Appropriation Date: May 29, 1992. 2.a.iv.(5)Decreed Amount: 7 c.f.s., conditional, for direct flow use only. 2.a.iv.(6) Decreed Use: All municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes, including the right to use and reuse the water for all of the aforesaid purposes, including reuse by exchange for all the aforesaid purposes, to extinction all water lawfully diverted and/or impounded. The water may also be used for exchange, for replacement, and for augmentation purposes. Black Hawk is entitled to use the water diverted and/or stored for all municipal purposes, for exchange, replacement and augmentation, and Black Hawk is entitled to reuse of this water for the same purposes. The place of use is any place served in the present or the future by the City of Black Hawk’s treated water and/or raw water systems. 2.a.v. Name of Structure: Upper North Clear Creek Pump Station No. 2. 2.a.v.(1)Date of original and all relevant subsequent decrees: August 22, 2003, Case No. 92CW058, in the District Court, Water Division No. 1, State of Colorado; diligence pending in Case No. 2009CW119, Water Division No. 1. 2.a.v.(2) Decreed Legal Description of Diversion Point: Located on North Clear Creek in the NW1/4 NE1/4 of Section 2, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, at a point located approximately 1,400 feet from the East section line and 400 feet from the North section line of said Section 2. The approximate location of the Upper North Clear Creek Pump Station No. 2 is shown on Exhibit B hereto. 2.a.v.(3) Decreed Source of Water: North Clear Creek, a tributary to Clear Creek, tributary to the South Platte River. 2.a.v.(4) Decreed Appropriation Date: May 29, 1992. 2.a.v.(5) Decreed Amount: 7 c.f.s., conditional, for direct flow and for storage in Pickle Gulch Reservoir and Missouri Creek Reservoir, which reservoirs are described in paragraphs 2.a.i. and 2.a.ii., respectively, above. 2.a.v.(6) Decreed Use: All municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage and all other municipal purposes, including the right to use and reuse the water for all of the aforesaid purposes, including reuse by exchange for all the aforesaid purposes, to extinction all water lawfully diverted and/or impounded. The water may also be used for exchange, for replacement, and for augmentation purposes. Black Hawk is entitled to use the water diverted and/or stored for all municipal purposes, for exchange, replacement and augmentation, and Black Hawk is entitled to reuse of this water for the same purposes. The place of use is any place served in the present or the future by the City of Black Hawk’s treated water and/or raw water systems. 2.b. Detailed description of proposed change: 2.b.i. Alternate Place of Storage: Applicant seeks a decree confirming the proposed Quartz Valley Reservoir as an alternate place of storage for Pickle Gulch Reservoir, Missouri Creek Reservoir, and the Black Hawk Chase Gulch Reservoir for the water storage and refill rights described in paragraphs 2.a.i., 2.a.ii., and 2.a.iii., above. 2.b.i.(1) Legal description of alternate place of storage: The legal description for the centerline of the dam where it crosses Chase Gulch is as follows: Located in an unsurveyed area, based on the 1975 USGS Central City 7-1/2 minute quadrangle map, in the NW1/4 NW1/4 Section 12, Township 3 South, Range 73 West of the 6th P.M., Gilpin County, Colorado, with the dam axis to intersect Chase Gulch at a point approximately 4,014 feet from the west section line of Section 7, Township 3 South, Range 72 West, and 259 feet from the south section line of Section 1, Township 3 South, Range 73 West. The approximate location of the dam centerline for the proposed Quartz Valley Reservoir

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is shown on Exhibit B hereto. 2.b.i.(2) Source of water: Water in Chase Gulch and water in the drainage tributary to Chase Gulch, a tributary to North Clear Creek, a tributary to Clear Creek, and water diverted from North Clear Creek, tributary to Clear Creek, tributary to the South Platte River. The following structures may be used to fill Quartz Valley Reservoir: (a) Upper North Clear Creek Pump Station No. 2 described in paragraph 2.a.v., above; (b) Upper North Clear Creek Pumping Station and Pipeline, described in paragraph 2.a.iii.(3), above; and (c) Wheeler Diversion Point, described in paragraph 2.b.ii.(1) below. 2.b.i.(3)Estimated surface area of high water line: 35 acres. 2.b.i.(4)Estimated vertical height of dam in feet: 90 feet. 2.b.i.(5) Estimated length of dam in feet: 525 feet. 2.b.i.(6) Total capacity of reservoir in acre feet: 850 acre feet. 2.b.ii. Alternate Point of Diversion: Applicant requests that the proposed Wheeler Diversion Point be decreed as an alternate point of diversion for the Upper North Clear Creek Pump Station No. 2 as a filling structure for the decreed Pickle Gulch Reservoir and the decreed Missouri Creek Reservoir, and as an alternate point of diversion for the Upper North Clear Creek Pumping Station and Pipeline as a filling structure for the decreed Black Hawk Chase Gulch Reservoir under the conditional storage rights decreed in Case No. 92CW058, and described in paragraph 2.a.i, 2.a.ii., and 2.a.iii., above, as changed herein to include the alternate storage location described in paragraph 2.b.i., above. Applicant further requests that the proposed Wheeler Diversion Point be decreed as an alternate point of diversion for the direct flow rights for the Upper North Clear Creek Pump Station No. 1 and the Upper North Clear Creek Pump Station No. 2, described in paragraphs 2.a.iv. and 2.a.v., above, respectively. 2.b.ii.(1) Legal description of alternate point of diversion: Wheeler Diversion Point, located on the South Bank of North Clear Creek in the SE1/4 NW1/4 Section 1, T3S, R73W of the 6th P.M., at a point approximately 1,969 ft from the North section line and approximately 2,287 ft from the West section line of said Section 1, at Latitude 39.818630076 and Longitude -105.510289603. The proposed location of the Wheeler Diversion Point is shown on Exhibit B hereto. 2.b.ii.(2) Source of water: Water diverted from North Clear Creek, tributary to Clear Creek, tributary to the South Platte River. 2.b.ii.(3) Amount: 7 c.f.s., for direct flow, and 7 c.f.s. as a filling rate for storage in Pickle Gulch Reservoir, Missouri Creek Reservoir, Black Hawk Chase Gulch Reservoir, and Quartz Valley Reservoir, which reservoirs are described in paragraphs 2.a.i., 2.a.ii., 2.a.iii., and 2.b.i., respectively, above. 2.b.iii. No other changes are sought by this application. 3. Names and addresses of owners of land on which any new diversion or storage structure will be located: See Exhibit C hereto. Additional Information: 22 pages, including 13 pages of Exhibits. 10CW310 Aspen Park Metropolitan District, 8390 E. Crescent Parkway, Suite 500, Greenwood Village, CO 80111. Telephone 303-779-4525, c/o Martha P. Whitmore, Jackson Kelly PLLC, 1099 18th Street, Suite 2150, Denver, CO 80202, 303-390-0003. APPLICATION TO AMEND PLAN FOR AUGMENTATION IN JEFFERSON COUNTY. 2. Name of Structures. a. Well Nos. 1 through 4. b. Meyer Spring No. 9. c. Aspen Park Gallery No. 1. d. Meyer Pond. 3. Prior Decrees. Original November 7, 1995 Case No. 94CW276 Water Div. 1; Additional July 28, 1997 Case No. 95CW291 Water Div. 1 and October 8, 1999 Case No. 99CW014 Water Div. 1. 4. Location: a. Well No. 1. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West of the 6th P.M., Jefferson County, Colorado at a point 2497 feet from the South section line and 2342 feet from the East section line; Well No. 2. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West of the 6th P.M., Jefferson County, Colorado at a point 1878 feet from the South section line and 2328 feet from the East section line; Well No. 3. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West, 6th P.M., Jefferson County, Colorado at a point 2026 feet from the South section line and 1720 feet from the East section line; Well No. 4. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West, 6th P.M., Jefferson County, Colorado at a point 1458 feet from the South section line and 1902 feet from the East section line. b. Meyer Spring No. 9. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West, 6th P.M., Jefferson

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County, Colorado at a point north 00 degrees 22 minutes east 1932.02 feet thence north 35 degrees 24 minutes east 641 feet from the S1/4 corner of Section 12. c. Aspen Park Gallery No. 1. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West, 6th P.M., Jefferson County, Colorado at a point 2207 feet from the South section line and 1435 feet from the East section line. d. Meyer Pond. In the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West, 6th P.M., Jefferson County, Colorado at a point 1096 feet from the North section line and 881 feet from the East section line. 5. Appropriation Date: September 13, 1994 (all structures). 6. Amount Decreed. a. Well Nos. 1 through 4, 20 GPM, conditional. b. Meyer Spring No. 9, .0444 CFS. c. Aspen Park Gallery No. 1, 50 GPM, conditional. d. Meyer Pond, 50 GPM, conditional. 7. Source. a. Well Nos. 1 through 4 are alluvial ground water tributary to South Turkey Creek. b. Meyer Spring No. 9 is natural springs Tributary to South Turkey Creek. c. Aspen Park Gallery No. 1 is South Turkey Creek. d. Meyer Pond is an unnamed water shed tributary to South Turkey Creek. 8. Historic Use. a. Well Nos. 1 through 4, Meyer Spring No. 9, and Aspen Park Gallery No. 1: Commercial, domestic, irrigation, fire protection, piscatorial, aesthetic and augmentation of out-of-priority diversions for such uses. Water will be used directly or following storage. b. Meyer Pond: Commercial, domestic, irrigation, fire protection, piscatorial, aesthetic and augmentation of out-of-priority diversions for such uses. Water will be used directly or following storage, or to augment diversions through the wells, spring and gallery described above. 9. Proposed Change. Applicant’s predecessor obtained approval on November 7, 1995, in 94CW276, Water Div. 1, for a plan of augmentation which allowed for conditional water rights for a commercial development known as the Village at Conifer-Aspen Park. The augmentation plan was later amended and approved on October 8, 1999 in 99CW014, Water Div. 1, to allow irrigation in a portion of the development. Additionally, Applicant owns a portion of the water rights adjudicated in 95CW291, which decree includes a change in water rights, augmentation plan and exchange. Both the plan for augmentation in 94CW276 and the amended plan for augmentation in 99CW014 contemplated that return flows from the wastewater treatment facility would be returned to ground water tributary to South Turkey Creek by means of an engineered exfiltration gallery located on or adjacent to the Aspen Park development, with 95% of the water diverted returned to the local ground water system. However, the decree in 95CW291 permitted direct discharge to stream of return flows. Applicant has operated its wastewater system as described, but has encountered technical problems with the ability of the exfiltration gallery to accept all of the flows treated, although the flows have been within the rate and quantity anticipated. Applicant has endeavored to solve the problem by constructing a second exfiltration gallery, as well as an injection well, but geologic conditions at the site have not proven these to be satisfactory solutions. Applicant seeks to amend the augmentation plans to provide for a partial direct discharge of excess flows in an annual amount not to exceed 4.0 acre feet directly to South Turkey Creek, at a location adjacent to the development, located in the NW1/4 of the SE1/4 of Section 12, Township 6 South, Range 71 West, 6th P.M, Jefferson County, Colorado. There are no wells or other water rights withdrawing water between the exfiltration gallery and the proposed point of direct discharge, thus there will be no injury to any other water user. The amount of water returned to the stream in this manner is expected to be approximately 4.0 acre feet per year. The effect on downstream water users is negligible and will not cause injury to other water users. 10CW311 GREGG A. GLICK, 1833 E. Harmony Road, #13, Fort Collins, CO 80528. Attorneys: Hill and Hill, LLC, Alden V. Hill, Reg. #2021, 160 West Mountain Avenue, P. O. Box 421, Fort Collins, CO 80522, Telephone: (970) 482-3683. APPLICATION FOR UNDERGROUND WATER RIGHT TRIBUTARY TO THE SOUTH PLATTE, IN LARIMER COUNTY. .31 acres located in the NE1/4 of Section Section 8, Township 7 North, Range 69 West of the 6th P.M., Larimer County, Distance from section lines 39.31 feet from North and 557.12 feet from East. Legal description: Considering the East line of the NE1/4 of

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Section 8, Township 7 North, Range 69 West of the 6th P.M., as bearing North and South and with all bearings herein relative thereto; beginning at a point on the South line of the right of way of the County Road which extends West from the Northeast corner of said Section 8, which point bears South 85 degrees 20’ West 498.19 feet from the said Northeast corner; thence North 89 degrees 50’ West 120 feet along said right of way line to the West line of the N1/2 of the NE1/4 of the NE1/4 of said Section 8; thence South 00 degrees 10’ West 70 feet, along said West line; thence South 89 degrees 50’ East 120 feet; thence North 00 degrees 10’ East 70 feet to the point of beginning, County of Larimer, State of Colorado. Also considering the East line of the NE1/4 of Section 8, Township 7 North, Range 69 West of the 6th P.M. as bearing North and South and with all bearings herein relative thereto; beginning at the Northeast corner of said Section 8, thence South 85 degrees 20’ West 498.19 feet; thence North 89 degrees 50’ West 120 feet; thence South 00 degrees 10’ West 70 feet to the true point of beginning; thence South 89 degrees 50’ East 120.0 feet; thence South 00 degrees 10’ West 89.00 feet to a point in the centerline of the Pleasant Valley and Lake Canal Ditch; thence Northwesterly following the meanderings of the centerline of said ditch to a point which is South 22 degrees 51’ East from the true point of beginning; thence North 22 degrees 51’ West to the true point of beginning, County of Larimer, State of Colorado. Street address: 3311 West Vine Drive, Fort Collins, CO 80521. Name of well: Glick Well with Permit Number 10382. Source of water is groundwater tributary to the South Platte. Depth of well is 24 feet. Date of appropriation: November 30, 1961. Appropriation was initiated by well permit application. Date water applied to beneficial use: December 31, 1961. Amount claimed in gallons per minute: 15 gpm absolute. Proposed uses: .31 acres of lawns and gardens historically irrigated, also domestic water supply, fire protection for house of about 866 square feet. 10CW312 Arapahoe County Water and Wastewater Authority, c/o Gary Atkin, General Manager, 13031 East Caley Avenue, Centennial, Colorado 80111, (303) 790-4830; United Water and Sanitation District, a quasi-municipal corporation and political subdivision of the State of Colorado, acting directly and by and through the United Water and Sanitation District ACWWA Enterprise, and on behalf of the United Water and Sanitation District Chambers Enterprise (“United”), c/o Robert Lembke, 8301 East Prentice Ave., Suite 100, Greenwood Village, Colorado 80111, (303) 773-1005. The above listed parties shall be collectively referred to as the “Applicants.” Please send all pleadings and correspondence to: Brian M. Nazarenus, Esq., Sheela S. Stack, Esq., Susan M. Curtis, Esq., RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, Colorado 80202 (Attorneys for ACWWA) Tod J. Smith, Esq., The Law Office of Tod J. Smith, 1007 Pearl Street, Suite 220, Boulder, Colorado 80302, Scott B. McElroy, Esq., Alice E. Walker, Esq., Daniel E. Steuer, Esq., Gregg H. DeBie, Esq., MCELROY, MEYER, WALKER & CONDON, P.C., 1007 Pearl Street, Suite 220, Boulder, Colorado 80302, (Attorneys for United). APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT IN ADAMS, ARAPAHOE, DENVER, DOUGLAS, ELBERT, JEFFERSON, MORGAN AND WELD COUNTIES. 2. Introduction. On December 15, 2009, ACWWA, United, and East Cherry Creek Valley Water & Sanitation District (“ECCV”) entered an Intergovernmental Agreement (“IGA”) for the purpose of providing ECCV and ACWWA with an integrated system for the diversion, accretion, collection, storage, transmission, and treatment of their water rights. The integrated system, which is also referred to as the Water Supply Project or the Northern Project, is designed to provide ECCV and ACWWA with a long-term, sustainable municipal water supply for their respective service areas located in Arapahoe County, Colorado. Pursuant to the IGA, United and ACWWA entered into a separate Infrastructure Cooperation Agreement to provide for the acquisition of water storage rights in a reservoir located in Adams County, Colorado referred to as the United Reservoir. Pursuant to the IGA, ACWWA has the right to 500 acre-feet of storage in United Reservoir No. 3 and now seeks a conditional water storage right therefor. 3. Name of Reservoir. United Reservoir No. 3 (also known as the “United

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Reservoir,” “Brannan Gravel Pit” and “United Gravel Pit”). 4. Description of the Conditional Water Storage Right. 4.1 Name of Structure. United Reservoir No. 3. 4.2 Legal Description: United Reservoir No. 3 is an off-channel reservoir created through the excavation of sand and gravel. United Reservoir No. 3 is located in the E 1/2 of Section 26, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado. A map depicting the location of United Reservoir No. 3 and United Diversion Facility No. 3 is attached hereto as Exhibit A. 5. If an off-channel reservoir, name and capacity of ditch or ditches used to fill the reservoir and legal description of each point of diversion: 5.1. The United Diversion Facility No. 3. The headgate is located on the east bank of the South Platte River in the SW 1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado, located approximately 1,636 feet of the West line and 1,531 feet north of the South line in Section 26; latitude 39°55’58.5” North, longitude 104°51’32.36” West. The rate of diversion is a maximum of 750 c.f.s existing capacity (capable of diverting a maximum of 10000 cfs). 6. Appropriation Information. 6.1 Date of appropriation: December 15, 2009. 6.2. How appropriation was initiated. The appropriation date is based upon the execution of the Intergovernmental Agreement amongst ACWWA, United, and ECCV. 6.3. Date water first applied to beneficial use: Not applicable. 7.Source. South Platte River. 8. Amount Claimed: 500 acre-feet, CONDITIONAL, with one refill in the amount of 500 acre-feet per year conditional. 9. Uses: All municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, exchange, augmentation and replacement, recharge, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses within the service area of ACWWA located in Arapahoe County, as it now exists or may exist in the future, and/or the service area of others with whom ACWWA may contract to provide water, water delivery, and water delivery infrastructure. Applicants also seek the right to use, reuse successively use and dispose of, by sale, augmentation, exchange, or otherwise, to extinction, all water diverted pursuant to the decree entered in this case. 10. Surface Area of High Water Line: The surface area of the reservoir is approximately 131 acres. 10.1 Maximum height of dam in feet: None. The reservoir is a lined gravel pit. 10.2 Length of dam in feet: None. 11. Total Capacity: 11.1 Active capacity: The Reservoir has the capacity of approximately 4,000 acre-feet as a non-jurisdictional reservoir and 8,000 acre-feet as a jurisdictional reservoir. 11.2. Dead storage: None. 12. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. 12.1. United Reservoir No. 3 is owned by Bromley District Water Providers, 8301 East Prentice Ave., Suite 100, Greenwood Village, CO 80111. 12.2. United Diversion Facility No. 3 is owned by Henderson Aggregate Ltd., P.O. Box 700, Henderson, CO 80640. The perpetual easement was recorded on July 8, 2005 at Reception No. 20050708000723150 in the real estate records of Adams County, Colorado. WHEREFORE, Applicants requests that the Court enter a decree granting the conditional water storage right and for such other relief, which it deems proper. (6 pages., 1 page exhibit). 10CW313 ARAPAHOE COUNTY WATER AND WASTEWATER AUTHORITY, a Title 29 authority, c/o Gary Atkin, General Manager, 13031 East Caley Avenue, Centennial, Colorado 80111, telephone number: (303) 790-4830; and UNITED WATER AND SANITATION DISTRICT, a quasi municipal corporation and political subdivision of the State of Colorado, acting on its own behalf and on behalf of the UNITED WATER ACQUISITION PROJECT WATER ACTIVITY ENTERPRISE, and on behalf of the UNITED WATER AND SANITATION DISTRICT ACWWA ENTERPRISE, and on behalf of the UNITED WATER AND SANITATION DISTRICT CHAMBERS ENTERPRISE c/o Robert Lembke, 8301 East Prentice Avenue, Suite 100, Greenwood Village, Colorado 80111, Telephone Number: (303)

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773-1005. APPLICATION FOR CHANGE OF WATER RIGHTS IN ADAMS, ARAPAHOE, DENVER, DOUGLAS, ELBERT, JEFFERSON, MORGAN AND WELD COUNTIES. The above listed parties shall be collectively referred to as the “Applicants.” Please send all pleadings and correspondence to: Brian M. Nazarenus, Esq., Susan M. Curtis, Esq., and Sheela S. Stack, Esq., RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, Colorado 80202, (Attorneys for ACWWA). Tod Smith, The Law Office of Tod J. Smith, 1136 Pearl Street, Suite 203, Boulder, Colorado 80302, (Attorney for United). 2. Introduction. On December 15, 2009, ACWWA, United, and East Cherry Creek Valley Water & Sanitation District (“ECCV”) entered an Intergovernmental Agreement (“IGA”) for the purpose of providing ECCV and ACWWA with an integrated system for the diversion, accretion, collection, storage, transmission, and treatment of their water rights. The integrated system, which is also referred to as the Water Supply Project or the Northern Project, is designed to provide ECCV and ACWWA with a long-term, sustainable municipal water supply for their respective service areas located in Arapahoe County, Colorado. A map of ACWWA’s service area is attached as Exhibit 1. Pursuant to the IGA, United will provide ACWWA with 4,400 acre-feet of consumptive use water that will be delivered through ECCV’s water delivery facilities for use within ACWWA’s service area. In Case No. 02CW403, the Water Court approved a plan for augmentation for ECCV’s Upper Beebe Draw wellfield, as described in paragraph 15.1 of that Decree. The plan for augmentation allowed the use of the consumptive use credits attributable to ECCV’s Burlington Barr Lake Division shares to replace the out-of-priority depletions resulting from the pumping of the Upper Beebe Draw wellfield. ECCV and United are Co-Applicants in pending Case Nos. 02CW404 and 03CW442, which involve the adjudication of the Water Supply Project. Specifically, in Case Nos. 02CW404 and 03CW442, ECCV, United, and the Farmers Reservoir and Irrigation Company (“FRICO”) are seeking the approval of plans for augmentation to replace the out-of-priority depletions created by pumping the Upper and Lower Beebe Draw wellfields located in Adams County, Colorado, and the wells located on 70 Ranch, the approval of conjunctive use projects in the Beebe Draw and 70 Ranch alluvial aquifers, the approval of a conditional water right, the approval of conditional appropriative rights of exchange, and the approval of rights of substitution. The plan for augmentation claimed in Case Nos. 02CW404 and 03CW442 allows the Applicants to use additional sources of substitute supply to replace the out-of-priority depletions resulting from pumping the Upper Beebe Draw wellfield, as well as the Lower Beebe Draw wellfield. That plan for augmentation operates in conjunction with the plan for augmentation decreed in Case No. 02CW403. United and ACWWA are Co-Applicants in pending Case No. 09CW283 which involves a claim for appropriative rights of substitution and exchange to assure delivery of water to United’s customers including, but not limited to ECCV and ACWWA, including exchanges related to the Northern Project on ACWWA’s behalf. ECCV, United and ACWWA are Co-Applicants in pending Case No. 2010CW306, which supplements the claims by United and ECCV in Case Nos. 02CW404 and 03CW442 and adjudicates ACWWA’s involvement in the following components of the Water Supply Project: the plan for augmentation in Beebe Draw, the plan for augmentation for the 70 Ranch alluvial, and the 70 Ranch conjunctive use project. ACWWA has an option to acquire up to 2,000 acre-feet of storage in the 70 Ranch alluvial aquifer, as part of the 70 Ranch conjunctive use project. The purpose of this application is to change the use of the decreed water rights associated with 50 shares in the Fulton Irrigating Ditch Company acquired by Applicants for ACWWA’s use in the following components of the Water Supply Project: the plan for augmentation in the Beebe Draw, the plan for augmentation for the 70 Ranch alluvial aquifer, and the 70 Ranch conjunctive use project claimed in Case No. 10CW306. 3. Decreed Water Right for Which Change is Sought. Applicants seek a change of use for fifty (50) shares out of 7,185 outstanding shares of the Fulton Irrigating Ditch Company (“Fulton Water Rights”), represented by Certificate Nos. 3065 and 3618. The following structure and water rights are associated with the shares: 3.1. Fulton Ditch. The decreed headgate location for the Fulton Ditch is near Section

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9, between Sections 16 and 17, in Township 2 South, Range 67 West of the 6th P.M., Adams County, State of Colorado. The actual headgate location is on the East bank of the South Platte River in the NE1/4 NE1/4 SE1/4 of Section 17, Township 2 South, Range 67 West of the 6th P.M., Adams County. The following water rights are decreed for the Fulton Ditch: 3.1.1. The Fulton Ditch, adjudicated in Case No. 6009 on April 28, 1883, with appropriation date of May 1, 1865 for Priority No. 8 for 79.70 c.f.s.; 3.1.2. The Fulton Ditch, adjudicated in Case No. 6009 on April 28, 1883, with appropriation date of July 8, 1876 for Priority No. 43 for 74.25 c.f.s.; 3.1.3. The Fulton Ditch, adjudicated in Case No. 6009 on April 28, 1883, with appropriation date of November 5, 1879 for Priority No. 51 for 50.23 c.f.s.; 3.1.4. The Fulton Ditch, adjudicated in Case No. 6009 on April 28, 1883, with appropriation date of November 1, 1882 for 244.62 c.f.s. (abandoned in Case No. CA-16069). 4. Historical Use. ACWWA’s 50 shares were historically used to irrigate 51 acres of land shown on Exhibit 2 attached hereto. 4.1. The Schara Parcel: The 50 shares were used to irrigate 51 acres in part of the S1/2 of the SE1/4 of Section 20, Township 1 North, Range 66 West of the 6th P.M. The farm cropping consisted of a mix of alfalfa, corn and grass pasture. 4.2. Diversion summaries for the Fulton Ditch from the Colorado Decision Support System are attached hereto as Exhibit 3. 5. Proposed Change of Use of the Fulton Water Rights. 5.1. The Applicants seek a determination of the historical consumptive use and terms and conditions to prevent injury for the 50 shares of the Fulton Irrigating Ditch Company. Applicants seek a decree granting the right to use the historical consumptive use of the Fulton Water Rights used, directly or as a source of substitute supply, for the Case No. 02CW403 decreed plan of augmentation for ECCV’s Upper Beebe Draw wellfield, as a source of substitute supply for the plans for augmentation in Beebe Draw and for the 70 Ranch alluvial aquifer claimed in Case No. 10CW306, as a source of substitute supply for the 70 Ranch conjunctive use project claimed in Case No. 10CW306, and as a source of substitute supply for the exchange sought by United and ACWWA in Case No. 2009CW283. The Applicants will follow the procedures in paragraph 19 of the Decree in Case No. 02CW403 to add the Fulton Water Rights as an additional source of replacement supply. In addition, Applicants seek the right to use the historical consumptive use of the Fulton Water Rights for all municipal uses, including but not limited to domestic, mechanical, manufacturing, commercial, industrial, exchange, augmentation and replacement, recharge, substitute supply, adjustment and regulation of water supply, including further exchange with other water systems and with other water users, and for all other beneficial uses within the service area of ACWWA located in Arapahoe County, as it now exists or may exist in the future, the service area of United as approved by the Elbert County Board of County Commissioners or for United’s use within the South Platte River Basin, and/or the service area of others with whom United and/or ACWWA may contract to provide water, water delivery, and water delivery infrastructure. Applicants ask the Court to decree that they have the right to use, reuse, successively use and dispose of, by sale, exchange, augmentation, or otherwise, to extinction all consumptive use water exchanged, lawfully diverted and/or impounded pursuant to the decree entered in this case, upon which water all return flows owed to the stream have been paid. 5.2. Water from the Fulton Water Rights may be applied to immediate beneficial use, or may be accreted into the alluvium of the South Platte River to be managed as a source of augmentation, replacement, recharge, and substitute supply, or may be retained as stored or banked water in alluvial aquifer underlying the 70 Ranch property. The 70 Ranch property consists of 13,740 acres owned in fee located in Weld County, Colorado, including all or parts of the following Sections: Township 4 North, Range 62 West, 6th P.M., Sections 3, 5, and 7; Township 5 North, Range 62 West, 6th P.M., Sections 3, 15, 17, 18, 19, 20, 21, 29, 31, and 33; Township 4 North, Range 63 West, 6th P.M., Sections 1, 3, and 10; Township 5 North, Range 63 West, 6th P.M., Sections 9, 13, 17, 20, 21, 22, 23, 24, 25, 27, 34, 35, and 36; Town of Hardin (portions of the parcels that are part of the Town of Hardin are owned by 70 Ranch LLC). All of the above land is owned in fee by 70 Ranch, LLC or its affiliates, or is land upon which the use of the water claimed in this application has been granted to the applicants by the fee owners. The 70

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Ranch is depicted on the map attached as Exhibit 4 5.3. Surface Storage Structures and Locations. The Applicants may store the changed water attributable to the Fulton Water Rights in the following surface storage structures for subsequent delivery as a source of substitute supply: 5.3.1. Barr Lake. Barr Lake is an off-channel reservoir located in Sections 15, 21, 22, 23, 26, 27, 28, and 33, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. Barr Lake is an enlargement of the original Oasis Reservoir. The Farmers Reservoir and Irrigation Company is the owner of the land underlying Barr Lake. 5.3.1.1. Location of Dam. At a point at the center of Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado. Barr Lake is filled through the Burlington/O’Brian Canal. 5.3.1.2. Surface Area. 1,900 acres at high water line. 5.3.1.3. Storage Height. 34 feet. 5.3.1.4. Capacity. 33,011 acre feet, dead storage is less than 300 acre-feet. 5.3.2. Milton Lake (also known as Milton Reservoir). Milton Lake is an off-channel reservoir located in Sections 10, 11, 14, 15, 22, and 23, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. Milton Lake is filled through the Burlington/O’Brian Canal, the Beebe Canal, and the Platte Valley Canal. The Farmers Reservoir and Irrigation Company is the owner of the land underlying Milton Lake. 5.3.2.1. Location of Dam. At a point near the east line of the SW1/4 of Section 11, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado. 5.3.2.2. Surface Area. 1,792 acres at high water line. 5.3.2.3. Storage Height. 39.5 feet. Capacity. 26,773 acre feet, dead storage is less than 100 acre-feet. 5.3.3 United Reservoir No. 3 (also known as the “United Reservoir”, “Brannan Gravel Pit” and “United Gravel Pit”). The United Reservoir No. 3 is an off-channel reservoir in the E1/2 of Section 26, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado. The Reservoir has the capacity of approximately 4,000 acre-feet as a non-jurisdictional reservoir and 8,000 acre-feet as a jurisdictional reservoir. The Reservoir is filled through the United Diversion Facility No. 3, as described in paragraph 5.4.5. Pursuant to the IGA, ACWWA has a contractual right to 500 acre-feet of storage in United Reservoir No. 3. 5.3.4. Gilcrest Reservoir. Gilcrest Reservoir is an off-channel reservoir located within parts of Section 2, Township 3 North, Range 67 West and Sections 23, 26, 34, and 35, Township 4 North, Range 67 West of the 6th P.M., Weld County, Colorado. When completed, Gilcrest Reservoir will have the capacity of approximately 27,000 acre-feet. The point of diversion for Gilcrest Reservoir is located adjacent to the Jay Thomas Ditch Diversion Dam, and will be located on the east bank of the South Platte River in the NW1/4 of the NW1/4 of Section 11, Township 3 North, Range 67 West of the 6th P.M. The Jay Thomas Diversion Dam and the land at the point of diversion for Gilcrest Reservoir are owned by Public Service Company, d/b/a Xcel Energy, Inc, whose address is: 1800 Larimer Street, Denver, CO 80202-1414. The facility will only be used with the permission of the Public Service Company. Gilcrest Reservoir is owned by Gilcrest Reservoir, LLC, whose address is 8301 E. Prentice Avenue, Greenwood Village, CO 80111. The land and reservoir site is owned by Gilcrest Reservoir, LLC, whose address is 9171 Towne Centre Drive, Suite 465, San Diego, CA 92122. The facility will only be used with the permission of Gilcrest Reservoir, LLC. 5.4. Diversion Structures. The Applicants will divert their Fulton Water Rights claimed for use in the conjunctive use project and/or plans for augmentation into the surface storage facilities described in paragraph 5.3, above, and/or the recharge sites located on the 70 Ranch and as described in paragraph 19 of the application in Case No. 10CW306, through the following structures: 5.4.1. Burlington Ditch (also known as Burlington/O’Brian Canal). The headgate is on the east bank of the South Platte River in the SW1/4 of the NE1/4, Section 14, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado. The capacity of the Burlington Ditch is approximately 900 cfs. FRICO is the fee owner of the Burlington Ditch. Burlington and Henrylyn have carriage rights in the Burlington Canal. 5.4.2. Beebe Canal. The entire length of the canal extends from Barr Lake, located in Section 23, Township 1 South, Range 66 West of the 6th P.M., Adams County, Colorado, to Milton Lake, located near the center of Section 22, Township 3 North, Range 65 West, 6th P.M., Weld County, Colorado. The capacity of the Beebe Canal is approximately 250 cfs. FRICO is the fee owner of the Beebe Canal. 5.4.3. Metro Pump

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Station. The discharge of the Metro Pump Station to the Burlington Canal is in the NE1/4 of the NW1/4 of Section 12, Township 3 South, Range 68 West of the 6th P.M., Denver County, Colorado. The pumping capacity of the Metro Pump Station is 105 cfs. The owner of the fee land under the Metro Pump Station is the Metropolitan Wastewater Reclamation District No. 1. The City and County of Denver is the owner and operator of the Metro Pump Station. The Metro Pump Station will only be used with the permission of the City and County of Denver. 5.4.4. Platte Valley Canal (also known as the Evans No. 2 Ditch). The headgate is on the east bank of the South Platte River in Section 19, Township 2 North, Range 66 West of the 6th P.M., Weld County, Colorado. The carrying capacity of the Platte Valley Canal is 500 cfs. FRICO is the owner of the Platte Valley Canal and the Platte Valley Irrigation Company has a 177 cfs carriage easement in the Platte Valley Canal. 5.4.5. United Diversion Facility No. 3. The United Diversion Facility No. 3 was decreed as a point of diversion in Case No. 02CW403. The Diversion Facility is located on the South Platte River downstream of the Burlington-O’Brian Headgate, downstream of Henderson Road and East 124th Avenue. Water diverted from the South Platte River at the United Diversion Facility No. 3 is delivered to the United Reservoir No. 3. The Diversion was decreed for 500 cfs in Case No. 02CW403, but with minimal alterations has a capacity of approximately 1,000 cfs. United holds a perpetual easement for the property encumbered by the United Diversion Facility No. 3. The easement was granted by the landowner, Henderson Aggregate Ltd., and allows for the improvement of the Facility. The easement was recorded on July 8, 2005, Reception No. 20050708000723150, Adams County, Colorado. 5.4.6. St. Vrain Pipeline (also known as United Diversion Facility No. 5). A surface diversion facility will be constructed on the east bank of the St. Vrain River approximately 500 feet West and 200 feet North of the Southeast corner of Section 20, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. The landowner information is as follows: Elverna Burchfield Trustee & Sherry Rose, 221 West Platte Avenue, Fort Morgan, CO 80701. 5.4.7. Bowles Seep. The entire length of the canal extends from the NE1/4 of the NE1/4 of the NE1/4 of Section 6, Township 1 North, Range 65 West of the 6th P.M. to the NW1/4 of the NE1/4 of the SW1/4 of Section 31, Township 1 North, Range 65 West of the 6th P.M. FRICO is the fee owner of the Bowles Seep. 5.4.8. United Diversion Facility No. 1. With agreement of Riverside, at the existing headgate of the Riverside Canal for delivery to storage or banking on the 70 Ranch property. Absent agreement with Riverside, the United Diversion Facility No. 1 will be located in the SW1/2 of the SW1/4 of Section 20, Township 5 North, Range 63 West, 6th P.M., Weld County, Colorado, between the headgate of the Riverside Canal and the west section line of Section 20, Township 5 North, Range 63 West, 6th P.M. at a location to be established within the reach to be identified, approximately 200 yards in extent. The United Diversion Facility No. 1 may additionally consist of one or more tributary wells or a well gallery located in the Section 20 and the N1/2 of Section 29, Township 5 North, Range 63 West, 6th P.M., Weld County, Colorado. The wells or well gallery will extend parallel to the South Platte River within such proximity as to have no delayed depletive effects to the river and as such may be administered as a surface diversion. The land in Section 20 on which the wells may be constructed is owned in fee by 70 Ranch LLC. The owners of land in the N1/2 of Section 29, Township 5 North, Range 63 West are: Dept. of Natural Resources, Division of Wildlife, 6060 Broadway, Denver, CO 80216; John and Trudy Eckhardt, 2174 Evergreen Place, Loveland, CO 80537. 5.4.9. United Diversion Facility No. 2. One or more surface diversion facilities to be constructed on the North and South banks of the South Platte River as the River traverses over and across the 70 Ranch in Section 34, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado and the NE1/4 NE1/4 of Section 3, Township 4 North, Range 63 West of the 6th P.M., Weld County, Colorado. This Diversion facility may include one or more tributary wells or a well gallery extending roughly parallel to the South Platte River in the NE1/4 of Section 3 and the NW1/4 of Section 2, Township 4 North, Range 63 West of the 6th P.M. and Section 34, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado. The

55

lands in NE1/4 of Section 3, Township 4 North, Range 63 West and Section 34, Township 5 North, Range 63 West on which this Facility may be constructed are owned in fee by 70 Ranch, LLC. The lands in the NW1/4 of Section 2, Township 4 North, Range 63 West are owned by TH Ranch, and will only be used with the permission of TH Ranch, whose address is: TH Ranch, c/o Brad Peterson, Ranch Manager, 34555 WCR 50, Kersey, Colorado 80644. 6. General Location Map. A map, generally showing the relationship of the area encompassed by the claims in this application is attached as Exhibit 5. 7. Name(s) and address(es) of owner(s) of land on which structure is or will be located, and upon which water is or will be stored: The Fulton Irrigating Ditch is owned by the Fulton Irrigating Ditch Company, whose address is 25 South 4th Avenue, Brighton, Colorado 80601. WHEREFORE, Applicants requests that the Court enter a decree granting the change of water rights and for such other relief, which it deems proper. (11 pages, 5 pages exhibits) 10CW314 CITY OF BOULDER, P.O. Box 791, Boulder, Colorado 80306, 303-413-7641, CrifasiB@bouldercolorado.gov (Attorney: Veronica A. Sperling, Buchanan and Sperling, P.C., 7703 Ralston Road, Arvada, Colorado 80222, 303-431-9141). APPLICATION FOR FINDING OF DILIGENCE AND TO MAKE PARTIALLY ABSOLUTE IN BOULDER COUNTY. 2. Name of structure: Ute Well (Well Permit No. 042385-F, issued on May 25, 1993 by the Office of the State Engineer, replaced original Well Permit No. 995). 3. Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree: A. Date of Original Decree: November 6, 1978; Case No. W-8651-77; Court: District Court, Water Division 1; Previous Diligence Decree: Case No. 03CW202, December 13, 2004. B. Legal description: In the SE1/4 NW1/4, Section 25, Township 1 North, Range 70 West of the 6th P.M., at a point which bears South 8 degrees 54 minutes 45 seconds West, 659.2 feet from the NE corner of the SE1/4 of the NW1/4 of said Section 25, Boulder County, Colorado. C. Source: Groundwater. D. Appropriation Date: March 26, 1958; Amount: 0.045 cfs (20 gpm). E. Uses: Stockwater and irrigation, ABSOLUTE; domestic, municipal, commercial and fire protection, CONDITIONAL. F. Depth (if well): 145 feet. 4. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: Boulder acquired the Ute Park property and its water rights, including the Ute Well, in 1995. The Ute Park property is approximately 80 acres located in the SW1/4 NW1/4 and the SE1/4 NW1/4 of Section 25, and the SE1/4 NE1/4 of Section 26, Township 1 North, Range 70 West of the 6th P.M. The Ute Well is part of an overall water supply system for the Ute Park property and is included in a plan for augmentation decreed in Case No. W-8652-77, as amended in Case No. 00CW95. During the diligence period, Boulder’s Open Space and Mountain Parks Department conducted administrative, operations and maintenance activities from existing commercial facilities at the Ute Park property and used the Ute Well throughout the diligence period as the sole source for indoor water supply for municipal, commercial and fire protection purposes in connection with those facilities. The maximum rate of diversion during the diligence period for these purposes was 15.7 gallons per minute, measured on December 28, 2010. In addition, during the diligence period, Boulder made improvements to the well controller unit and the well cistern water level regulator, added additional office space and other facilities, and made various site improvements to provide for additional full-time and seasonal employees at the site, at an approximate cost of $47,000.5. If claim to make absolute – Water applied to beneficial use: A. Date: December 14, 2004, and subsequently; Amount: 0.035 cfs (15.7gpm); Use: Municipal, commercial and fire protection. B. Description of place of use where water is applied to beneficial use: Ute Park property. 6. Name and address of owner of land upon which any new diversion or storage structure or modification to any existing diversion or storage structure or existing storage pool is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: No new diversion or storage structure or modification to any existing diversion or storage structure or

56

existing storage pool is or will be constructed and no water is or will be stored in connection with applicant’s use of the Ute Well. WHEREFORE, applicant requests the Court to enter a decree (1) finding and determining that applicant has exercised reasonable diligence in the development of the conditional water right for the Ute Well, (2) making 0.035 cfs (15.7 gpm) of that conditional water right absolute for municipal, commercial and fire protection uses, and (3) continuing the remainder of that conditional water right in full force and effect for an additional diligence period. (4 pages) 10CW315 QUEST INTERNATIONAL PROPERTIES, INC., 14901 E. Hampden, Ste 180, Aurora, CO 80014, 303-693-5100 (Henry D. Worley, MacDougall, Woldridge & Worley, PC, 530 Communication Circle, Ste 204, Colorado Springs, CO 80905 719-520-9288). Application for Finding of Diligence in PARK COUNTY. 2. Name of structures: Quest Well No. 1, Quest Well No. 2, Quest Well No. 3. 3. Describe conditional water rights. Quest Well Nos. 1 through 3 were decreed (Quest Well Nos. 1 and 2 for the second time) in Case No. 96CW224, Water Division 1, on January 14, 1998. (Notice of the requirement that a diligence application was required was not mailed until June, 2004.) Quest Well No. 1 was awarded an absolute water right for 15 gpm for livestock watering, irrigation and domestic uses in that case. It was awarded a conditional water right for an additional 70 gm for commercial, domestic, dust suppression, fire protection, livestock watering and irrigation uses. Quest Well No. 2 was conditionally decreed for 80 gpm for commercial, domestic, livestock watering, irrigation, dust suppression and fire protection. Quest Well No. 3 was conditionally decreed for 15 gpm for domestic and landscape irrigation uses. The source of water for all three wells is decomposed granite in an unnamed side gulch off Messenger Gulch, tributary to South Platte River. The appropriation dates for the three wells are December 23, 1987 for Quest Well No. 1, October 1, 1996 for Quest Well No. 2, and November 22, 1996 for Quest Well No. 3. Quest Well No. 1 is a completed well, as is Quest Well No. 2. Quest Well No. 3 has not been constructed. Quest Well No. 1 is 100 feet deep; Quest Well No. 2 is an unknown depth, and Quest Well No. 3 is anticipated to be 100 feet deep. Their decreed locations are as follows: Quest Well No. 1: SW1/4 NE1/4 Section 5, T. 13 S., R. 72 W., 6th P.M., 2500 feet from the north section line and 2100 feet from the east section line, Park County, Colorado. Quest Well No. 2: SE1/4 NE1/4 Section 5, T. 13 S., R. 72 W., 6th P.M., Park County, Colorado, at a point whence the SE Corner of said Section 5 bears South 08Ε 19' 09" East, 4131.89 feet. Quest Well No. 3: SE1/4 NE1/4 Section 5, T. 13 S., R. 72 W., 6th P.M., 3600 feet from the north section line and 1200 feet from the east section line, Park County, Colorado. 3. Detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures. As originally envisioned, at ultimate build-out the water system was intended to supply water for an equestrian center, a caretaker�s home, a 140 room hotel and conference center with a restaurant and cafe, with approximately 15 full time employees living off site, and perhaps four to six on-site employees. At present, the caretakers home and the equestrian center are completed. In addition, the water system will provide water to 30 lots for single family residences on a subdivision platted many years ago as Mountain Springs Estates Subdivision No. 1. Several of those homes are also completed. Most of the water for the project will be supplied from Quest Well No. 1 and Quest Well No. 2 through a central water system. The decree in Case No. 96CW224 also adjudicated a plan for augmentation to replace depletions caused by the above uses. During this diligence period, Applicant, whose principals are chiropractors, consulted with numerous entities more familiar than they with the construction and operation of resorts and conference centers, to determine the best way of developing the project, including whether the Applicant�s original proposal, as described above, should be modified in any significant ways. In addition, Applicant sought joint venture financing for the project. This application will be supplemented with additional details as needed, when Applicant�s principal returns from a

57

location at which he cannot be readily contacted. All of the structures are located or to be located on land owned by the Applicant, Quest International Properties, Inc. (Application and attachments 3 pages) 10CW316 Parker Water and Sanitation District, 19801 East Mainstreet, Parker, CO 80134, Robert F. T. Krassa, Krassa & Miller, LLC, Attorneys for Applicant, 2344 Spruce St., Ste. A, 303- 442-2156. APPLICATION FOR APPROPRIATIVE RIGHTS OF EXCHANGE AND FOR APPROVAL OF PLANS FOR AUGMENTATION IN DOUGLAS COUNTY. 2. Purpose of application. The purpose of this application is to add operational flexibility to Parker Water and Sanitation District=s (herein AParker@ or AApplicant@) Rueter-Hess Reservoir, its associated facilities and Parker=s alluvial wells. This application comprises six claims: (a) an appropriative right of exchange for water released from the Outlet Works of Rueter-Hess reservoir down Newlin Gulch to its confluence with Cherry Creek and thence upstream on Cherry Creek to Parker=s alluvial wells for use in Parker=s water system; (b) an appropriative right of exchange for its lawn irrigation return flow (ALIRF@) credits that accrue to Cherry Creek, upstream on Cherry Creek to Parker=s alluvial wells for storage in Rueter-Hess Reservoir through Newlin Gulch Aqueduct No. 1; (c) an appropriative right of exchange for its LIRF credits that accrue to Cherry Creek, upstream on Cherry Creek to the surface water intake for Newlin Gulch Aqueduct No. 2 and thence to storage in Rueter-Hess Reservoir; (d) a plan for augmentation to replace out-of-priority inflows from Newlin Gulch into Rueter-Hess Reservoir from various sources to Cherry Creek instead of operating the Outlet Works of the Reservoir to pass those inflows through the Reservoir; (e) a plan for augmentation (in addition to existing plans) to augment Parker=s alluvial wells by releasing water from the Outlet Works of Rueter-Hess Reservoir; and (f) a plan for augmentation to store out-of-priority Cherry Creek water in Rueter-Hess Reservoir. 3. Decrees for Existing Water Rights Involved in this Application. All cases mentioned herein are in the District Court for Water Division 1, CO. All recording information is for the records of Douglas County, CO.

Case No.

Date Entered

Date Recorded

Reception No.

Book-page

C.A. 3635

May 18, 1972

W-410-70

June 1, 1971

W-1269-71

Apr. 17, 1972

W-7392-73

Dec. 30, 1976

79CW156

Mar. 31, 1981

83CW346

July 30, 1992 08/05/1992 9228305

1076-1104

83CW348A

July 30, 1992 08/05/1992 9228306

1076-1123

83CW348A Suppl

Mar. 7, 1995 04/03/1995 9514586

1255-218

83CW348A LIRF Order

June 14, 2010

84CW71

Dec. 5, 1986

84CW160

Dec 1, 1987 12/03/1987 8734315

763-790

58

84CW180

Dec. 3, 1986

85CW200A

Mar. 6, 1990 03/19/1990 9006227

901-870

85CW448A

Jun 12, 1996 07/05/1996 9636472

1353-1792

85CW448B

Apr 1, 1998 04/08/1998 9824823

1533-928

87CW009

Sep 25, 1990 10/11/1990 9024671

934-1080

87CW104A

Apr 18, 1990 04/23/1990 9009587

908-589

87CW104B

Oct 27, 1992 10/27/1992 9239980

1093-1252

94CW042

Dec 16, 1996 01/08/1997 9701331

1400-1715

95CW039

Aug 13, 1997 08/25/1997 9746332

1458-594

95CW089

Mar 31, 1997 04/15/1997 9719270

1422-2382

99CW006

Dec 30, 2005 01/10/2006 2006002804

n/a

99CW226

Apr 21, 2005 05/02/2005 2005038047

n/a

01CW060

Jun 30, 2006 07/03/2006 2006056119

n/a

02CW227

Dec 23, 2005 01/10/2006 2006002803

n/a

04CW270

Feb 20, 2007 02/27/2007 2007016947

n/a

04CW348

Oct 13, 2010 10/20/2010 2010069158

n/a

06CW179

Jun 11, 2008 06/19/2008 2008043680

n/a

DESCRIPTION OF STRUCTURES INVOLVED IN THIS APPLICATION 4. Rueter-Hess Reservoir and Newlin Gulch Aqueducts 1 and 2: a. Location of Dam of Rueter-Hess Reservoir. The axis of the dam intersects the thread of Newlin Gulch at a point on the South line of Section 30, Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado, which point is approximately 2,400 feet east of the southwest corner of said Section 30. This location may be referred to herein as the AOutlet Works.@ The northwest abutment of the dam is in the SW1/4 SW1/4 of said Section 30, approximately 1,300 feet east of the west section line, and approximately 550 feet north of the south section line, of said section 30. The southeast abutment of the dam is in the NW1/4 NE1/4 Section 31, same range and township, approximately 1,900 feet west of the east section line and 250 feet south of the north section line, of said Section 31. Rueter-Hess Reservoir dams and impounds waters of the stream known as Newlin Gulch. b. Newlin Gulch Aqueducts 1 and 2. Rueter-Hess Reservoir can also be filled by pipelines from the mainstem of Cherry Creek taking either surface or subsurface flows thereof. The alluvial wells adjudicated by Parker in Case 83CW346 (as supplemented and changed in Case 01CW060, and for which terms regarding how such water can be stored were decreed in Case 04CW270) withdraw groundwater and deliver it to a pipeline known as Newlin Gulch Aqueduct #1 for delivery to the Reservoir. The locations of those alluvial wells were presented in the table in paragraph 13 of the decree in Case 04CW270, which table is reproduced here. (All well locations are in Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado.)

Name

Section

1/41/4 ft from line ft from Line

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KOA

27

NENW 1950 W 500 N

CC-1

21

NESE 1100 E 2600 S

CC-2

16

SESE 1250 E 1000 S

CC-4

27

SESW 2000 W 300 S

CC-5

27

SWNE 2100 E 2500 N

CC-6

16

SWNE 1500 E 1500 N

Exec. Bldrs No. 1

34

NENW 1800 W 1300 N

KOA-2

27

NENW 2315 W 860 N

CC-7

21

SENE 113 E 1709 N

CC-8

21

NESE 215 E 2159 S

CC-9

16

NWSE 1551 E 2620 S

CC-10

16

NWSE 1895 E 1600 S

CC-11

27

NESW 1501 W 1748 S

CC-12

34

NENW 1600 W 500 N

CC-13

27

SWNW 1327 W 2000 N

CC-14

27

SENW 2300 W 1750 N

CC-15

16

SWNE 1145 E 1600 N

CC-16

16

NWNE 1200 E 650 N

CC-17

16

SESE 690 E 500 S

CC-18

16

SESE 300 E 1300 S

The capacity of Newlin Gulch Aqueduct No. 1 is 12 cubic feet per second. Water may also be delivered to storage in Rueter-Hess Reservoir by diversion structure, pumping plant and pipeline system known as Newlin Gulch Aqueduct #2 from the surface flows of Cherry Creek by means of a low diversion dam or weir and suitable pumps. Said diversion dam (herein the ADiversion Structure@) intersects the thread of Cherry Creek in the SE/4 NW/4 of Section 3, Township 7 South, Range 66 West of the 6th P.M. in Douglas County at a point approximately 2090 feet south of the north section line of said Section 3, and approximately 1870 feet east of the west section line of said Section 3. The capacity of the Newlin Gulch Aqueduct #2 is presently 78 cfs and will be increased to 150 cubic feet per second as decreed in Case 85CW448(A).c. Sources of Water and Decrees from Cherry Creek and its Tributaries: Rueter-Hess Reservoir has a water storage right for 9,885 acre feet with date of appropriation March 20, 1985 for water originating upstream of the Franktown Gauge on Cherry Creek and June 1, 1993 for water originating downstream of that gauge and on Newlin Gulch, as decreed in Case 85CW448(A). Rueter-Hess Reservoir also

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has a first enlargement storage right of 62,035 acre feet decreed in Case 04CW348. Those decrees provide that any of that water may be delivered to storage through Newlin Gulch Aqueduct No. 1 from alluvial wells at a maximum 12 cfs or through Newlin Gulch Aqueduct No. 2 from the Cherry Creek surface diversion at a maximum 150 cfs. Rueter-Hess Reservoir is decreed for municipal and other uses as described in said decrees. Further, pursuant to the decree in Case 04CW348, water originally decreed for storage in Lake Gulch Reservoir in Case 85CW448(B) may be stored in Rueter-Hess Reservoir as an alternate location. d. Additional sources of stored water. Parker may store, in Rueter-Hess Reservoir, water produced from its nontributary and not-nontributary Denver Basin aquifer wells as decreed in Cases 87CW104(A), 87CW104(B), 94CW042, 95CW089, 99CW006, 02CW227 and 06CW179, including reusable return flows from use of such water. 5. Parker=s Alluvial Wells. These wells were decreed in Case 83CW346 for 4.44 cfs for each well, with appropriation date December 20, 1983 for Parker Wells KOA, CC-1, CC-2 and CC-4, and appropriation date April 28, 1989, for Wells CC-5, CC-6, Parker Executive Builders Well No. 1 and Parker KOA-2 Well. (The rights decreed in 83CW346 are in addition to water rights adjudicated in previous decrees for certain of these wells.) Also, in Case 01CW60, alternate point operation of the alluvial wells was allowed as described therein. The alluvial wells are decreed for municipal and other purposes as described in said decrees, The locations of these wells are described in the table in foregoing paragraph 4.b. A plan for augmentation for these wells was decreed in Case 83CW348(A). That plan for augmentation was supplemented by the orders entered in that Case on March 7, 1995 and June 14, 2010, and by the decree in Case 01CW60. The terms and conditions under which those wells can pump water to storage in Rueter-Hess Reservoir through Newlin Gulch Aqueduct No. 1 were determined in Case 04CW270. FIRST CLAIM - APPROPRIATIVE RIGHT OF EXCHANGE FOR WATER RELEASED FROM THE OUTLET WORKS OF RUETER-HESS RESERVOIR DOWN NEWLIN GULCH TO ITS CONFLUENCE WITH CHERRY CREEK AND THENCE UPSTREAM ON CHERRY CREEK TO PARKER=S ALLUVIAL WELLS 6. Appropriative Right of Exchange. Applicant seeks to adjudicate the following appropriative right of exchange pursuant to the relevant provisions of the law, including but not limited to '37-80-120, '37-83-101, '37-83-104, '37-92-302(1)(a) and '37-92-305(10), C.R.S. The water to be exchanged will be any water lawfully stored by Parker in Rueter-Hess Reservoir, including by way of example and not by way of limitation, water stored under any of the above mentioned decrees, water originating from Parker=s Denver Basin aquifer wells, any lawfully reusable return flows stored by Parker in Rueter-Hess Reservoir, any water purchased or leased by Parker which is lawfully stored in Rueter-Hess Reservoir, and any other water lawfully available to Parker on Cherry Creek or Newlin Gulch. 7.Termini of Exchange. (Please see map attached as Exhibit A). a. Downstream terminus: water will be released from the above-described Outlet Works of Rueter-Hess Reservoir to flow down Newlin Gulch to the confluence of Newlin Gulch with Cherry Creek. That confluence, which is the downstream terminus of this exchange, is located in the SW/4 of the SE/4 of Section 9, T.6S, R.66W of the 6th P.M. Based on USGS mapping, said confluence is approximately 1930 feet from the east line and 260 feet from the south line of said Section 9. b. Upstream termini: the administrative upstream termini of this exchange will be the points on Cherry Creek adjacent to Parker=s alluvial wells mentioned hereinabove, the locations of which are described in paragraph 4.b above. 8. Appropriation date: March 20, 1985. How appropriation was initiated: by action of Parker's Board of Directors (herein the ABoard@) expressing the intent to store all of the available water on Cherry Creek which could be captured in priority by means of reservoirs, to serve Parker's municipal water requirements for the purposes described in this application, subsequently confirmed by the filing of this application and by further Board action involving Parker=s water rights and systems. 9. Rate of exchange: 29.29 cfs, conditional. 10. Description of exchange operation: Parker may operate the described exchange, so long as all senior water rights in the exchange reach with a

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lawful requirement for water according to their respective priorities are satisfied, without any additional requirements for live stream conditions. No change is requested as to any existing decreed or stipulated requirements for live stream flow or bypass flows in the described exchange reach. SECOND CLAIM - APPROPRIATIVE RIGHT OF EXCHANGE FOR PARKER=S LAWN IRRIGATION RETURN FLOW (ALIRF@) CREDITS THAT ACCRUE TO CHERRY CREEK, UPSTREAM ON CHERRY CREEK TO PARKER=S ALLUVIAL WELLS FOR STORAGE IN RUETER-HESS RESERVOIR THROUGH NEWLIN GULCH AQUEDUCT NO. 1. 11. Appropriative Right of Exchange. Applicant seeks to adjudicate the following appropriative right of exchange pursuant to the relevant provisions of the law, including but not limited to '37-80-120, '37-83-101, '37-83-104, '37-92-302(1)(a) and '37-92-305(10), C.R.S. The water to be exchanged will be any of Parker=s LIRF credits that accrue to Cherry Creek pursuant to the decree in 83CW348(A) and the subsequent Order in that case dated June 14, 2010, LIRF credits that accrue to Cherry Creek pursuant to the decree in Clarke Trust Case 85CW200(A), and LIRF credits that accrue to Cherry Creek pursuant to the decree in Parker Properties Joint Venture Case 84CW160. This claim is not intended to limit Parker=s right to obtain appropriative rights of exchange as to additional LIRFs as they become lawfully available to Parker. 12. Termini of Exchange. (Please see map attached as Exhibit B). a. Downstream Terminus: water will physically accrue to Cherry Creek throughout Parker=s service area, but for administrative purposes Parker proposes that the most downstream point at which its LIRF credits accrue under Case 83CW348(A) is the place where its present northern boundary crosses Cherry Creek, and that is the downstream terminus of this exchange. Said location is in the SE/4 SW/4 of Section 4, T.6S, R.66W of the 6th P.M. at a point 2450 feet from the west line and 1230 feet from the south line of said Section 4. b. Upstream Termini: The administrative upstream termini of this exchange to Newlin Gulch Aqueduct No. 1 will be the points on Cherry Creek adjacent to Parker=s alluvial wells mentioned hereinabove, and whose locations are described in paragraph 4.b above. 13. Appropriation date: March 20, 1985. How appropriation was initiated: by action of Parker's Board of Directors expressing the intent to store all of the available water on Cherry Creek which could be captured in priority by means of reservoirs, to serve Parker's municipal water requirements for the purposes described in this application, subsequently confirmed by the filing of this application and by further Board action involving Parker=s water rights and systems. 14. Rate of exchange: 3 cfs, conditional. 15. Description of exchange operation: Parker may operate the described exchange, so long as all senior water rights in the exchange reach with a lawful requirement for water according to their respective priorities are satisfied, without any additional requirements for live stream conditions. No change is requested as to LIRF accounting, or as to any existing decreed or stipulated requirements for live stream flow or bypass flows in the described exchange reach. THIRD CLAIM - APPROPRIATIVE RIGHT OF EXCHANGE FOR PARKER=S LAWN IRRIGATION RETURN FLOW (ALIRF@) CREDITS THAT ACCRUE TO CHERRY CREEK, UPSTREAM ON CHERRY CREEK TO THE SURFACE WATER INTAKE FOR NEWLIN GULCH AQUEDUCT NO. 2 AND THENCE TO STORAGE IN RUETER-HESS RESERVOIR. 16. Appropriative Right of Exchange. Applicant seeks to adjudicate the following appropriative right of exchange pursuant to the relevant provisions of the law, including but not limited to '37-80-120, '37-83-101, '37-83-104, '37-92-302(1)(a) and '37-92-305(10), C.R.S. The water to be exchanged will be any of Parker=s LIRF credits that accrue to Cherry Creek pursuant to the decree in 83CW348(A) and the subsequent Order in that case dated June 14, 2010, LIRF credits that accrue to Cherry Creek pursuant to the decree in Clarke Trust 85CW200(A), and LIRF credits that accrue to Cherry Creek pursuant to the decree in Parker Properties Joint Venture Case 84CW160. This claim is not intended to limit Parker=s right to obtain appropriative rights of exchange as to additional LIRFs as they become lawfully available to Parker. 17. Termini of Exchange. (Please see map attached as Exhibit C). a. Downstream

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Terminus: water will physically accrue to Cherry Creek throughout Parker=s service area, but for administrative purposes Parker proposes that the most downstream point at which its LIRF credits accrue under Case 83CW348(A) is the correct downstream terminus for this exchange. That location is the place where its present northern boundary crosses Cherry Creek, and that is the downstream terminus of this exchange. Said location is in the SE/4 SW/4 of Section 4, T.6S, R.66W of the 6th P.M. at a point 2450 feet from the west line and 1230 feet from the south line of said Section 4. b. Upstream Terminus: The upstream terminus of this exchange to Newlin Gulch Aqueduct No. 2 will be the Diversion Structure described in paragraph 4.b above, which intersects the thread of Cherry Creek in the SE/4 NW/4 of Section 3, Township 7 South, Range 66 West of the 6th P.M. in Douglas County at a point approximately 2090 feet south of the north section line of said Section 3, and approximately 1870 feet east of the west section line of said Section 3. 18. Appropriation date: March 20, 1985. How appropriation was initiated: by action of Parker's Board of Directors expressing the intent to store all of the available water on Cherry Creek which could be captured in priority by means of reservoirs, to serve Parker's municipal water requirements for the purposes described in this application, subsequently confirmed by the filing of this application and by further Board action involving Parker=s water rights and systems. 19. Rate of exchange: 3 cfs, conditional. 20. Description of exchange operation: Parker may operate the described exchange, so long as all senior water rights in the exchange reach with a lawful requirement for water according to their respective priorities are satisfied, without any additional requirements for live stream conditions. No change is requested as to LIRF accounting, or as to any existing decreed or stipulated requirements for live stream flow or bypass flows in the described exchange reach. FOURTH CLAIM - PLAN FOR AUGMENTATION TO REPLACE OUT-OF-PRIORITY INFLOWS FROM NEWLIN GULCH INTO RUETER-HESS RESERVOIR FROM VARIOUS SOURCES TO CHERRY CREEK INSTEAD OF OPERATING THE OUTLET WORKS OF THE RESERVOIR TO PASS THOSE INFLOWS THROUGH THE RESERVOIR 21. Structure to be augmented: The out-of-priority inflows into Rueter-Hess Reservoir (location described hereinabove) from Newlin Gulch. The water storage rights for Rueter-Hess Reservoir out of Newlin Gulch were decreed June 12, 1996 in Case 85CW448(A) for 9,885 acre feet with appropriation date (for Newlin Gulch inflows) of June 1, 1993 and decreed October 13, 2010 for an additional 62,035 acre feet in Case 04CW348 with appropriation date March 20, 1985, all for municipal and other uses as described in those decrees. 22. Water rights to be used for augmentation: a. Denver Basin aquifer water as decreed in Cases 87CW104(A), 87CW104(B), 94CW042, 95CW089, 99CW006, 02CW227 and 06CW179, and additional Denver Basin aquifer water adjudicated by Parker in further proceedings, including reusable return flows from use of such water. b. LIRF credits as decreed in Case 83CW348(A) including the June 14, 2010 LIRF Order. This claim is not intended to limit Parker=s right to add additional LIRFs as augmentation sources as such LIRFs become lawfully available to Parker. c. Other return flows which are lawfully reusable by Parker. d. Senior water diverted through Parker=s alluvial wells under its ownership of certain interests in the Boss, Gilman, Herzog and J.F. Gardner water rights as fully described and changed to municipal and other uses by Parker in the decree in Case 95CW039 entered August 13, 1997. e. Intermediate priority changed water rights diverted through Parker=s alluvial wells, including KOA September 1946 priority decreed in Case W-410-70 and changed to municipal and other uses by Parker in Case 79CW156 (decree entered March 31, 1981), Executive Builders July 24, 1953 priority decreed in Case W-1269 and changed to municipal and other uses by Parker in Case 84CW180, Trescott Replacement Well May 3, 1954 priority decreed in Case W-7392-73 and changed to municipal uses by Parker in Case 84CW71, and Clarke Well No. 1 (appropriation date April 4, 1950), Clarke Well No. 2 (appropriation date June 6, 1946), Clarke Well No. 3 (appropriation date April 4, 1950) and Clarke Well No. 4 (appropriation date April 27, 1955) decreed in Civil Action 3635 by the Douglas County District Court and changed to municipal and other uses by

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Parker by decree in Case 85CW200(A). 23. Complete statement of plan for augmentation: Parker will account for out-of-priority stream depletions caused by storage of Newlin Gulch inflows in Rueter-Hess Reservoir. Precipitation credit will be calculated as provided in Parker=s decree in Case 04CW348. Out-of-priority depletions due to Newlin Gulch inflow will be replaced to the stream on a timely basis as required by the Division Engineer=s Office in order to prevent Parker=s capture of such water from causing legal injury to the owner or user of any vested water rights or conditional water rights downstream of the dam of Rueter-Hess Reservoir, but no less than monthly, by delivery of water from the rights listed in foregoing paragraph 22. Water from the sources listed in foregoing paragraph 22 will be left in the stream, or delivered to Cherry Creek, at locations upstream of the Newlin Gulch confluence. The delivery of such water to replace Parker=s out-of-priority depletions will be subject to such measurement, accounting and transit losses as may be reasonably required by the Division Engineer. FIFTH CLAIM - PLAN FOR AUGMENTATION (IN ADDITION TO EXISTING PLANS) TO AUGMENT PARKER=S ALLUVIAL WELLS BY RELEASING WATER FROM THE OUTLET WORKS OF RUETER-HESS RESERVOIR 24. Structures to be augmented: Parker=s alluvial wells as described in paragraphs 4.b and 5 hereinabove. 25. Water rights to be used for augmentation: Any water lawfully stored by Parker in Rueter-Hess Reservoir, described in paragraph 4.a hereinabove, including by way of example and not by way of limitation, water stored under any of the above mentioned decrees, water originating from Parker=s Denver Basin aquifer wells, any lawfully reusable return flows stored by Parker in Rueter-Hess Reservoir, any water purchased or leased by Parker which is lawfully stored in Rueter-Hess Reservoir, and any other water available to Parker on Cherry Creek or Newlin Gulch which is stored in Rueter-Hess Reservoir. 26. Complete statement of plan for augmentation: Parker will account for out-of-priority stream depletions caused by its alluvial wells. Out-of-priority depletions will be replaced to the stream on a timely basis as required by the decree in Case 83CW348(A). The sources of augmentation water provided in that decree, and in the orders entered in that case subsequent to decree, will be supplemented by the plan for augmentation here requested. Augmentation water will be provided at times as directed by the Division Engineer=s Office in order to prevent Parker=s production of such water from its alluvial wells from causing legal injury to the owner or user of any vested water rights or conditional water rights downstream of its alluvial wells. The delivery of such water to replace Parker=s out-of-priority depletions will be subject to such measurement, accounting and transit losses as may be reasonably required by the Division Engineer. SIXTH CLAIM - PLAN FOR AUGMENTATION TO REPLACE OUT-OF-PRIORITY CHERRY CREEK SURFACE DIVERSIONS INTO Rueter-HESS RESERVOIR 27. Structure to be augmented: There may be times when it is operationally desirable for Parker to divert out-of-priority Cherry Creek surface flow into Rueter-Hess Reservoir (described hereinabove) from Parker=s Diversion Structure on Cherry Creek, located as described in foregoing paragraph 4.b. The water storage rights for Rueter-Hess Reservoir out of Cherry Creek were decreed in Case 85CW448(A) for 9,885 acre feet with appropriation date March 20, 1985 for water originating upstream of the Franktown gauge, and June 1, 1993 for water originating below that gauge, and for an additional 62,035 acre feet in Case 04CW348 with appropriation date March 20, 1985, all for municipal and other uses as described in those decrees. 28. Water rights to be used for augmentation: a. Denver Basin aquifer water as decreed in Cases 87CW104(A), 87CW104(B), 94CW042, 95CW089, 99CW006, 02CW227 and 06CW179, and additional Denver Basin aquifer water adjudicated by Parker in further proceedings, including reusable return flows from use of such water. b. LIRF credits as decreed in Case 83CW348(A) including the June 14, 2010 LIRF Order. This claim is not intended to limit Parker=s right to add additional LIRFs as augmentation sources as such LIRFs become lawfully available to Parker. c. Other return flows which are lawfully reusable by Parker. d. Senior water diverted through Parker=s alluvial wells under its ownership of certain interests in the Boss,

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Gilman, Herzog and J.F. Gardner water rights as quantified, fully described and changed to municipal and other uses by Parker in the decree in Case 95CW039 entered August 13, 1997. e. Intermediate priority changed water rights diverted through Parker=s alluvial wells, including KOA September 1946 priority decreed in Case W-410-70 and changed to municipal and other uses by Parker in Case 79CW156, Executive Builders July 24, 1953 priority decreed in Case W-1269 and changed to municipal and other uses by Parker in Case 84CW180, Trescott Replacement Well May 3, 1954 priority decreed in Case W-7392-73 and changed to municipal uses by Parker in Case 84CW71, and Clarke Well No. 1 (appropriation date April 4, 1950), Clarke Well No. 2 (appropriation date June 6, 1946), Clarke Well No. 3 (appropriation date April 4, 1950) and Clarke Well No. 4 (appropriation date April 27, 1955) decreed in Civil Action 3635 by the Douglas County District Court and changed to municipal and other uses by Parker in Case 85CW200(A). 29. Complete statement of plan for augmentation: Parker will account for any out-of-priority storage of water from Cherry Creek in Rueter-Hess Reservoir. Out-of-priority stream depletions will be replaced to the stream on a timely basis as required by the Division Engineer=s Office in order to prevent Parker=s capture of such water from causing legal injury to the owner or user of any vested water rights or conditional water rights downstream of Parker=s Diversion Structure, but no less than monthly, by delivery of water from the rights listed in foregoing paragraph 28. Water from the sources listed in foregoing paragraph 28 will be left in the stream, or delivered to Cherry Creek, at locations upstream of any affected water rights which are lawfully entitled to such protection. The delivery of such water will be subject to such measurement, accounting and transit losses as may be reasonably required by the Division Engineer. ADDITIONAL GENERAL ALLEGATIONS 30. Use of water. All water claimed herein will be transported via suitable stream channels, reservoirs, pumps and pipelines for all municipal purposes of Parker Water and Sanitation District including domestic, industrial, commercial, manufacturing, stock watering, recreational, piscatorial, fish and wildlife, fire protection, street washing, hydroelectric power production and will also be used for exchange, replacement, and augmentation at any location where it is physically available. The place of use is within the boundaries of Parker Water and Sanitation District as those boundaries may from time to time be changed, and any locations of out-of-District service pursuant to contracts and the District=s Rules and Regulations. The recent service area of the District is shown on maps attached as Exhibits A, B and C. 31. Need for Water. All of the subject appropriative rights of exchange and plans for augmentation are required to meet the reasonably anticipated demands for water of Parker. 32. Can and Will. All of the waters which are the subject of this proceeding can and will be diverted and stored, possessed and controlled and will be beneficially used. The structures necessary to do so are either completed or can and will be completed with diligence and within a reasonable time. All of the requirements of ' 37-92-305(9)(b) C.R.S. have been met. 33. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. Parker owns all of the structures, and owns in fee or holds recorded easements for all of the sites mentioned herein, with the following exceptions. The sites for alluvial wells CC-2, CC-4, CC-5, CC-6, Executive Builders 1, CC-8, CC-10, CC-11, CC-14 and CC-16 have not yet been acquired. Based upon reasonable investigation including records of the Douglas County Assessor as provided at ' 37-92-302(2)(b)(II), C.R.S., Parker believes that the well sites not presently owned by Parker or as to which Parker has an easement, are owned by the following persons: Town of Parker, 20120 E. Mainstreet, Parker, CO 80138, Parker Fire Protection District, 17801 Plaza Dr., Parker, CO 80138 King Ranch Estates HOA, 5929 E. King Court, Parker, CO 80134, Courtyards at Parker LLC, 20 Great Oaks Blvd., Ste. 230, San Jose, CA 95119. Further, Parker has not yet completed the acquisition of a 13 acre parcel within the high water line of Rueter-Hess Reservoir. Upon information and belief that

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parcel is owned by: Pivotal Colorado II LLC, 12900 Stroh Ranch Way Unit 200, Parker, CO 80134-7401, 34. Water Service Entitlements. Nothing herein is intended to create any implication that the granting of the present application will affect the entitlement of any person to receive water service from Parker. Rights to water service will continue to be governed by the applicable Inclusion Agreements, other Contracts and Agreements, and Parker=s Rules and Regulations. 35. Records. Parker will maintain such records and make such measurements of water as may be reasonably required by the Division Engineer. 36. Exhibits. All exhibits mentioned herein are incorporated herein by reference and may be examined at the office of the clerk of this Court. 37. Issues Reserved. Nothing in this Application is intended to waive Parker=s ability to present to the Court issues related to restrictions upon Parker=s ability to store water in Rueter-Hess Reservoir as described in paragraphs 2 and 3 of the Supplemental Stipulation filed October 12, 2010 in Case 04CW348. Further, this Application is not intended to waive Parker=s ability to exercise or defend any rights which it may have under stipulations or decrees entered in any other cases in this Court. 10CW317 Town of Georgetown, c/o Tom Hale, Town Administrator, 404 6th Street, Georgetown, CO 80444, (303) 569-2555 (Attorneys: Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202.) Application for Underground Water Right and Plan for Augmentation, in CLEAR CREEK COUNTY, Colorado. 2. Introduction. The Town of Georgetown is a municipal water provider and operates a wastewater treatment plant located just downstream of Georgetown Lake Dam in Clear Creek County, Colorado. Wastewater from the Georgetown wastewater treatment plant must be treated and disinfected prior to its discharge to Clear Creek. This requires use of chlorine and other chemicals. Georgetown is required by the chlorine manufacturer’s instructions, to create its own chlorine, which requires water for mixing, as it is much safer than storing chlorine on the premises. Georgetown will use a well located at the wastewater treatment plant to mix these chemicals. It also plans to use the well for, drinking, sanitary and emergency purposes (such as eyewashing) at the wastewater treatment plant. Georgetown has been using an existing well located at the treatment plant for these purposes, and plans to drill a replacement well within 200’ of the existing well. The replacement well will be located within 220 feet of Clear Creek and is believed not to cause any delayed depletions to the river. Thus, pursuant to this Application, Georgetown seeks a determination that this well be treated as a headgate well. Georgetown also seeks a plan for augmentation to allow it to operate the well out of priority. 3. Underground Water Right: Georgetown Wastewater Treatment Plant Well (“WWTP Well”). a. Well Permit: N/A – An application for late registration of existing well and General Purpose Well Permit Application for a replacement well was filed on August 30, 2010, which applications were denied by letter of the Office of the State Engineer dated September 16, 2010. b. Legal Description: GPS Location Information in UTM format: 440977 Easting; 4398506 Northing; Zone 13, Datum NAD 83, Units set to true North. The following legal description based on feet from section lines was obtained using the UTM coordinates stated above, and input into the Colorado Division of Natural Resources AQUAMAP program: SE1/4 of the NE1/4, Section 5, Township 4 South, Range 74 West, 6th P.M., 1443 feet from the North and 771 feet from the East line of said Section 5. Applicant and its counsel state that although the legal description based on feet from section lines may be determined using AQUAMAP, it may not provide an accurate description for the structure, and the GPS location information in UTM format cited above should be used. The location of the well is shown on Exhibit A attached hereto. c. Source: Clear Creek, tributary to South Platte. d. Depth: Approximately 60 feet. e. Amount Claimed in GPM: 32 gpm, absolute. f. Date of Appropriation: November 14, 1968, by diversion of water that was put to beneficial use at the wastewater treatment plant. The well location described above in paragraph 3(b) is the location for a replacement well for the existing well that has been in use since 1968. g. Use: Municipal and industrial uses. h. Location of Use: The WWTP Well will be used at the

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Georgetown wastewater treatment plant, for use in connection with treatment of its wastewater as well as for sanitary and emergency uses within the wastewater treatment facility. The wastewater treatment plant is located generally in Section 5, Township 4 South, Range 74 West of the 6th P.M. in Clear Creek County, Colorado. i. Owner: Applicant. 4. Name and address of owner of the land upon which Structure is or will be located: Applicant. PLAN FOR AUGMENTATION. 5. Structure to be Augmented. Georgetown Wastewater Treatment Plant Well, described above in paragraphs 3-4. 6. Sources of Water to be Used for Augmentation. a. Previous decrees of water rights to be used for augmentation: i. Georgetown Lake Storage Right (315 acre-feet). Date of Original Decree (Pending), Case No.: 1999CW12, Court: Water Court, Water Division No. 1. Type of water right: Storage. Legal Description of point of diversion and place of storage: Georgetown Lake is an on-channel reservoir located in the SE1/4 and portions of the E1/2 of Section 5, and the NE1/4 of Section 8, Township 4 South, Range 74 West of the 6th P.M. in Clear Creek County, Colorado. The point of diversion is located 800 feet from the East section line and 1900 feet from the North section line of Section 5, Township 4 South, Range 74 West of the 6th P.M. as shown on Exhibit A. Source: South Clear Creek, tributary to Clear Creek, tributary to the South Platte River. Appropriation Date and Amount: January 12, 1999; 315 acre-feet conditional (the application in Case No. 1999CW12 also seeks an absolute decree for certain uses, but those uses do not include municipal uses and augmentation. Only a description of the requested conditional water right is provided here). Use: Storage for municipal purposes (including but not limited to domestic, commercial, industrial, power, milling, fire protection, dust suppression, recreation, and irrigation of lawns, gardens, municipal parks and open space), augmentation, and exchange, and a right to one refill for all such purposes.ii. Georgetown Lake Storage Right (71 acre-feet). Date of Original Decree: Pending, Case No: 2007CW324, Court: Water Court, Water Division No. 1. Type of water right: Storage right. Legal description of point of diversion and place of storage: See paragraph 6(a)(i)(3). Source: South Clear Creek, tributary to Clear Creek, tributary to the South Platte River. Appropriation date and amount: March 17, 2006; 71 acre-feet conditional. Uses. Storage for municipal purposes (including but not limited to domestic, commercial, industrial, power, milling, fire protection, dust suppression, recreation, and irrigation of lawns, gardens, municipal parks and open space), augmentation, and exchange, and a right refill in priority for all such purposes. iii. Water Supply and Storage Contract with Vidler Water Company: Up to 25 acre-feet per year of fully-consumable water from the following described water rights (herein referred to as the “Vidler Water Rights”): 100 consumptive acre-feet of water per year for a total of 361 consumptive acre-feet, and 8.6482 cfs out of a total maximum diversion rate of a total maximum diversion rate of 31.22 cfs, decreed by the District Court in and for Water Division No. 5 (the “Division 5 Water Court”), in Case No. W-217, as being historically attributable to the following water rights: Rice Ditch, decreed for 4.50 cfs with a May 3, 1893 appropriation date and a March 2, 1910 adjudication date. The originally decreed headgate of the Rice Ditch is located on the left (south) bank of the Snake River in the NW1/4, SE1/4 of Section 22, T. 5 South, R. 77 W., 6th P.M; Soda Creek Ditch, decreed for 2.72 cfs with a July 1, 1900 appropriation date and March 10, 1952 adjudication date. The originally decreed headgate of the Soda Creek Ditch is located on the right (east) bank of Soda Creek at a point whence the South quarter corner of Section 27, T. 5 S., R. 77 W., 6th P.M. bears South 10 5' East a distance of 940 feet; Phillips Ditch, decreed for 4.00 cfs with a June 1, 1904 appropriation date and a March 2, 1910 adjudication date. The originally decreed headgate of the Phillips Ditch is located on the left (west) bank of Keystone Creek in the SW1/4 SW1/4 of Section 14 T. 5 S., R. 77 W. of the 6th P.M.; Rice Ditch - Riley Enlargement, decreed for 10.00 cfs with a July 5, 1914 appropriation date and an October 26, 1937 adjudication date. The originally decreed headgate of the Riley Enlargement is located on the left (south) bank of the Snake River at a point whence the SW corner of Section 22, T. 5 S., R. 77 W., 6th P.M. bears S. 54 46' West a distance of 3845 feet; and Rice Ditch - Rice Enlargement, decreed for 10.00 cfs with a July 5, 1914 appropriation date and a March 10, 1952 adjudication date. The originally decreed headgate of the Rice Enlargement

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is the same as the Rich Ditch - Riley Enlargement described above, as said water rights were changed by the Division 5 Water Court in Case Nos. W-217 and W-2110 to the points of diversion of the Collection System Diversion Points described in subparagraph 6(a)(iii)(4) below, for domestic, agricultural, industrial and municipal uses; and 25 consumptive acre-feet of water per year out of a total of 52.5 consumptive acre feet, and 1.431 cfs out of a total maximum diversion rate of 3 cfs, decreed by the Summit County District Court in Case No. 2350 as being historically attributable to the Arduser Ditch, Ditch No. 230, Priority No. 249, decreed by the Summit County District Court in Civil Action No. 1709 for 3 cfs with a September 28, 1934 appropriation date and an October 26, 1937 adjudication date, changed in Case No. 2350 to the points of diversion of the Collection System, described in subparagraph 6(a)(iii)(4) below for all beneficial uses; and Vidler Tunnel Unit of the Vidler Tunnel Collection System decreed by the Summit County District Court in Civil Action No. 2371 for 39.8 cfs, with a July 28, 1959 appropriation date, and a March 19, 1979 adjudication date, which may be diverted at the Collection System Diversion Points, described in subparagraph 6(a)(iii)(4) below, for domestic, agricultural, industrial and municipal uses, 25.2 cfs of which has been decreed as absolute. The Collection System referred to in subparagraphs 1, 2, and 3 above consists of a system of diversion works, ditches, canals, siphons, conduits and pipelines which intercepts and takes water from various named and unnamed tributaries of Peru Creek, as described in Case Nos. W-217 and W-2110, decreed by the Division 5 Water Court and transports said water to the west portal of the Vidler Tunnel, where it is carried through the tunnel into the headwaters of Clear Creek for use in the South Platte River system. The west portal of the Vidler Tunnel is located in Section 9, T. 5 S., R. 75 W. of the 6th P.M. in Summit County, Colorado, at a point whence the SW corner of said Section 9 bears S. 85̊14'08" W., 3361 feet. Water delivered to the headwaters of Clear Creek from the Vidler Tunnel flows directly into Georgetown Lake. No decree entered upon this application will modify or is intended to modify the Vidler Water Rights. Maps, decrees, and diversion records for the above-described Vidler Water Rights have not been provided with this application inasmuch as the historic consumptive use of these water rights has already been quantified in the Division 5 Water Court. This water is developed water as to the South Platte River basin, to which other appropriators in the basin have no claim. iv. Water Leasing Agreement with Board of County Commissioners of the County of Clear Creek. Up to 1/4 acre-foot of water available to Clear Creek of fully-consumable non-tributary groundwater developed in connection with operations at the Henderson Mine, including the following described water rights: Henderson Mine Water. Water from fractures in the rock above and surrounding the Arnax Henderson Mine, located in Clear Creek and Grand Counties, Colorado, decreed by the District Court for Water Division 1 in Case No. W-1758-77 for 5 cfs absolute, with an April 1, 1967 appropriation date, and by the District court for Water Divisions in Case No. W-1700 for 0.349 cfs absolute, with a July 31, 1967 appropriation date, both as non-tributary, developed water to be used for industrial, domestic, irrigation, municipal, piscatorial and recreational uses. The diversion structure for the original diversion point known as the Henderson Shaft No. I is located in an unsurveyed area which appears to be Section 25, Township 3 South, Range 76 West of the 6th P.M., Clear Creek County, beginning at a point at the center of Shaft No. 1 whence the USLM Mineral Monument Rue bears North 730421 East a distance of 3,208.4 feet. The Rue Mineral Monument is located at North latitude 3904611711 and the West longitude 105049158”. An alternate point of diversion for this Water Right has been decreed for the Henderson Shaft No. 2, which is located beginning at a point at the center of Shaft No. 2 whence USLM Mineral Monument Rue bears North 7701614611 East a distance of 4,931.22 feet, which appears to be in the same Section, Township and Range as the Shaft No. 1. An alternate point of diversion has also been decreed to the Henderson New West Portal Mine Railway Tunnel, which is located beginning at a point on the centerline of the West Tunnel Portal whence the NW corner of Section 6, Township 3 South, Range 77 West of the 6th P.M. bears North 4502913511 West a distance of 16,086.72 feet. Rice Ranch Rights. 50 consumptive acre feet of water per year of a

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total of 361 consumptive acre feet, and 4.32 cfs out of a total maximum diversion rate of 31.22 cfs, decreed by the District Court in and for Water Division 5, in Case Nos. W-217 and W-2110, as being historically attributable to the following described water rights: Rice Ditch, decreed for 4.5 cfs with a May 3, 1893 appropriate date and a March 2, 1910 adjudication date. The originally decreed headgate of the Rice Ditch is located on the left (south) bank of the Snake River in the NW1/4 SE1/4 of Section 22, T. 5 S., R. 77 W., 6th P.M.; Soda Creek Ditch, decreed for 2.72 cfs with a July 1, 1900 appropriation date and March 10, 1952 adjudication date. The originally decreed headgate of the Soda Creek Ditch is located on the right (east) bank of the Soda Creek at a point whence the South quarter corner of Section 27, T. 5 S., R. 77 W., 6th P.M., bears South 10 º5’ East a distance of 940 feet; Phillips Ditch, decreed for 4.00 cfs with a June 1, 1904 appropriation date and a March 2, 1910 adjudication date. The originally decreed headgate of the Phillips Ditch is located on the left (west) bank of the Keystone Creek in the SW1/4 SW1/4 of Section 14, T. 5S., R. 77 W., 6th P.M.; Rice Ditch – Riley Enlargement, decreed for 10.00 cfs with a July 5, 1914 appropriation date and an October 26, 1937 adjudication date. The originally decreed headgate of the Riley Enlargement is located on the left (south) bank of the Snake River at a point whence the SW corner of Section 22, T. 5 S., R. 77 W., 6th P.M., bears S. 54º46’ West a distance of 3845 feet; and Rice Ditch – Rice Enlargement, decreed for 10.00 cfs with a July 5, 1914 appropriation date and a March 10, 1952 adjudication date. The originally decreed headgate is the same as the Rice Ditch – Riley Enlargement. Arduser Ditch Rights. 21 consumptive acre feet of water per year out of a total of 52.5 consumptive acre feet, and 1.20 cfs out of a total maximum diversion rate of 3 cfs, decreed by the Summit County District Court in Case No. 2350 as being historically attributable to the Arduser Ditch, Ditch No. 230, Prioritiy No. 249, decreed by the Summit County District Court in Civil Action No. 1709 for 3 cfs, with a September 28, 1934 appropriation date and an October 26, 1937 adjudication date. b. Historic use of the Water Rights to be Used for Augmentation. The Georgetown Lake water storage rights are the subject of the pending applications in Case Nos. 1999CW12 and 2007CW324. The historic use of the Vidler Water Rights was determined in the Division 5 Water Court as described in paragraph 6(a)(iii) above. The water delivered by contract to Georgetown pursuant to the Vidler Water Rights is fully-consumable water, with a maximum annual delivery obligation of 25 acre-feet, as provided in the Water Supply and Storage Agreement. The historic use of the Henderson Mine, Rice Ranch and Arduser Ditch rights was determined in the Water Court as described above in paragraph 7(a)(iv). The water delivered by contract to Georgetown pursuant to the Water Leasing Agreement with Clear Creek County is fully-consumable water, with a maximum annual delivery obligation of 1/4 acre-foot. c. Statement of Plan for Augmentation. i. Use and Depletions of the Georgetown Wastewater Treatment Plant Well. Wastewater from the Georgetown wastewater treatment plant must be treated and disinfected prior to its discharge to Clear Creek. This requires the use of chlorine and other chemicals. Georgetown will use water pumped from the WWTP Well to mix chemicals and, as required by the chlorine manufacturer’s instructions, to create its own chlorine, which is safer than storing chlorine gas on the premises. Water may also be used for drinking, sanitary, and emergency purposes inside the wastewater treatment facility. Georgetown believes a conservatively high estimate of annual water pumping will be 318,150 gallons per year, which is approximately one acre-foot (AF) per year. Based on a five percent depletion for a central wastewater treatment plant such as Georgetown’s, annual depletions will be no more than 0.05 AF (16,300 gallons). Water pumped by the well will be used on a constant basis each month. Using the IDS AWAS program from Colorado State University, Georgetown believes the time lags from well pumping are de minimis, and are less than three percent of total pumping for an annual period. Therefore, based on standard engineering practice, the well may be operated without injury to other water rights by assuming its impact on Clear Creek is instantaneous. ii. Augmentation of Depletions of the Wastewater Treatment Plant Well. The WWTP Well will cause depletions to Clear Creek. All out-of-priority well depletions associated with the use of the well under this plan will be fully replaced with the augmentation supplies

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described in paragraph 6(a) above. The well will be curtailed if and to the extent sufficient augmentation supplies are not available to offset the depletions. Georgetown will compile and submit monthly accounting, reporting: well pumping; consumptive use; the amount, location and source of all replacement water actually provided; and any other plan operations for the month. In addition, Georgetown will submit annual accounting of all actual plan operations. 7. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. Applicant. (11 pages, plus 1 Exhibit). 10CW318 CHERRY CREEK PROJECT WATER AUTHORITY, c/o Pat Mulhern, Mulhern MRE, Inc., 2 Inverness Drive East, Suite 200 Englewood, CO 80112, Attorneys: Douglas M. Sinor and Gabriel Racz, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80202, Phone: 303-861-1963. APPLICATION FOR CHANGE OF WATER RIGHTS, CONDITIONAL UNDERGROUND AND STORAGE WATER RIGHTS, APPROPRIATIVE RIGHTS OF EXCHANGE, AND APPROVAL OF PLAN FOR AUGMENTATION, IN DOUGLAS AND ARAPAHOE COUNTIES. 1.2 The Cherry Creek Project Water Authority (the “Authority”) is a body corporate and politic, a political subdivision of the State of Colorado, and a water authority as defined in C.R.S. § 29-1-204.2, created by agreement of the members of the Authority dated October 14, 2005. The purpose of the Authority is to develop and operate a stable and efficient water system for its members. The members of the Authority are Inverness Water and Sanitation District (“Inverness”); Arapahoe County Water and Wastewater Authority (“ACWWA”); Denver Southeast Suburban Water and Sanitation District (“The Pinery”); and Cottonwood Water and Sanitation District (“Cottonwood”), all of which are political subdivisions of the State of Colorado responsible for supplying water for municipal purposes within their respective service areas and boundaries (collectively, the “Members”). The Authority owns water rights in the Cherry Creek basin, and each member of the Authority has a right to use a percentage of the water produced by the water rights owned by the Authority. In this Application, the Authority seeks approval of changes of water rights, conditional groundwater and storage water rights, a plan for augmentation, and appropriative rights of exchange. 1.3 The Authority owns alluvial ground water rights within the reach of Cherry Creek between the U.S. Geological Survey stream gages near Franktown, Colorado (USGS 06712000) (“Franktown Gage”) and Parker, Colorado (USGS 393109104464500) (“Parker Gage”) (hereinafter this reach of Cherry Creek shall be referred to as “the Reach”). In addition, the Authority owns nontributary ground water rights in the Denver Basin aquifers underlying parcels within the Reach and upstream of the Reach located at and adjacent to Castlewood Canyon State Park. The Members are located within and downstream of the Reach. A map of the Cherry Creek basin, including the location of structures described in this Application, as well as the service areas of the Members, is attached hereto as Exhibit A. 2. Application for Change of Water Rights. 2.1 Decreed water rights for which a change is sought. 2.1.1 Belcher Well, Permit Number 19973-R. 2.1.1.1 Previous Decrees. 2.1.1.1.1 Original decree, Case No. W-772, Water Division No. 1, decree entered May 26, 1976. 2.1.1.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.1.2 Legal description of decreed point of diversion: A point whence the NW corner of Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado, bears North 19°40' West, a distance of 2,805 feet. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.1.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.1.4 Appropriation date: July 1, 1950. 2.1.1.5 Total decreed amount: 2.68 c.f.s. 2.1.1.6 Decreed uses: Irrigation, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protection, manufacturing, fish and wildlife, and sanitary uses; including the right to use, reuse, and successively use directly or indirectly, by exchange or through storage, and to use for

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replacement of depletions, substitution, or augmentation of some or all of the uses described above. 2.1.1.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.1.8 Historical Use: Pursuant to the decree entered in Case No. 95CW280, this well has no historical consumptive use under the priority sought to be changed herein. The well will be operated only under the Augmentation Plan sought herein. 2.1.2 Hewins Well No. 2, Permit Number 20686. 2.1.2.1 Previous Decrees. 2.1.2.1.1 Original decree, Civil Action No. 3635, Douglas County District Court, decree entered May 18, 1972. 2.1.2.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.2.2 Legal description of decreed point of diversion: A point in the SW 1/4 SE 1/4 Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, whence the SE corner of said Section 34 bears South 70°06' E a distance of 2,181 feet. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.2.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.2.4 Appropriation date: March 21, 1956. 2.1.2.5 Total decreed amount: 2.68 c.f.s. 2.1.2.6 Decreed uses: Irrigation, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protection, manufacturing, fish and wildlife, and sanitary uses; including the right to use, reuse and successively use directly or indirectly, by exchange or through storage, and to use for replacement of depletions, substitution, or augmentation of some or all of the uses described above. 2.1.2.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.2.8 Historical Use: Historical use was quantified in the decree in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.3 Kelty Well No. 1, Permit Number 18871-R. 2.1.3.1 Previous Decrees. 2.1.3.1.1 Original decree, Civil Action No. 3635, Douglas County District Court, decree entered May 18, 1972. 2.1.3.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.3.2 Legal description of decreed point of diversion: A point in the NW 1/4 SE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, whence the SE corner of said Section 34 bears S 59°21' E a distance of 2,600 feet. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.3.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.3.4 Appropriation date: September 6, 1950. 2.1.3.5 Total decreed amount: 1.73 c.f.s. 2.1.3.6 Decreed uses: Irrigation, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protection, manufacturing, fish and wildlife, and sanitary uses; including the right to use, reuse and successively use directly or indirectly, by exchange or through storage, and to use for replacement of depletions, substitution, or augmentation of some or all of the uses described above. 2.1.3.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.3.8 Historical Use: Historical use was quantified in the decree in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.4 Sutton Well, Permit Number 6889-R. 2.1.4.1 Previous Decrees. 2.1.4.1.1 Original decree, Civil Action No. 3635, Douglas County District Court, decree entered May 18, 1972. 2.1.4.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.4.2 Legal description of decreed point of diversion: A point in the NW 1/4 SW 1/4 of Section 22, T6S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.4.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.4.4 Appropriation date: September 15, 1956. 2.1.4.5 Total decreed amount: 1.37 c.f.s. 2.1.4.6 Decreed uses: Irrigation, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protection, manufacturing, fish and wildlife, and sanitary uses; including the right to use, reuse and successively use directly or indirectly, by exchange or through storage, and to use for replacement of depletions, substitution, or augmentation of some or all of the uses described above. 2.1.4.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.4.8 Historical Use: Historical use was quantified in the decree in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.5 Parker Well No. 1, Permit Number 13486-F. The Authority owns 1.06 c.f.s. of the 1.67

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c.f.s. of the Parker Well No. 1 water right. 2.1.5.1 Previous Decrees. 2.1.5.1.1 Original decree, Case No. W-1776, Water Division No. 1, decree entered December 1, 1972. 2.1.5.1.2 Change decree, Case No. 84CW680, Water Division No.1, decree entered April 28, 1989. 2.1.5.1.3 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.5.2 Legal description of decreed point of diversion: A point 30 feet North and 2360 feet East of the Southwest corner of Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.5.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.5.4 Appropriation date: December 31, 1945. 2.1.5.5 Total decreed amount: 1.67 c.f.s. 2.1.5.6 Decreed uses: All municipal purposes. 2.1.5.7 Amount of water that Applicant intends to change: 1.06 c.f.s. 2.1.5.8 Historical Use: Historical use was quantified in the decree in Case No. 84CW680 and confirmed in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.6 Vessel Well No. 1, Permit Number 23256-F, Map Filing 20676. 2.1.6.1 Previous Decrees. 2.1.6.1.1 Original decree, Case No. W-1776, Water Division No. 1, decree entered December 1, 1972. 2.1.6.1.2 Change decree, Case No. 84CW680, Water Division No.1, decree entered April 28, 1989. 2.1.6.1.3 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.6.2 Legal description of decreed point of diversion: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2450 feet from the North line and 1600 feet from the West line of said Section 3. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.6.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.6.4 Appropriation date: March 16, 1956. 2.1.6.5 Total decreed amount: 2.33 c.f.s. 2.1.6.6 Decreed uses: All municipal purposes. 2.1.6.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.6.8 Historical Use: Historical use was quantified in the decree in Case No. 84CW680 and confirmed in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.7 Franktown Well No. 1, Permit Number 18870-R. 2.1.7.1 Previous Decrees. 2.1.7.1.1 Original decree, Case No. W-1776, Water Division No. 1, decree entered December 1, 1972. 2.1.7.1.2 Change decree, Case No. 84CW680, Water Division No. 1, decree entered April 28, 1989. 2.1.7.1.3 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.7.2 Legal description of decreed point of diversion: A point 140 feet North and 1400 feet East of the Southwest corner of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.7.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.7.4 Appropriation date: September 4, 1950. 2.1.7.5 Total decreed amount: 3.01 c.f.s. 2.1.7.6 Decreed uses: All municipal purposes. 2.1.7.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.7.8 Historical Use: Historical use was quantified in the decree in 84CW680 and confirmed in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.8 Franktown Well No. 2, Permit Number 14438-F. 2.1.8.1 Previous Decrees. 2.1.8.1.1 Original decree, Case No. W-1776, Water Division No. 1, decree entered December 1, 1972. 2.1.8.1.2 Change decree, Case No. 84CW680, Water Division No.1, decree entered April 28, 1989. 2.1.8.1.3 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.8.2 Legal description of decreed point of diversion: SE 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 1,250 feet from the South Section line and 2,320 feet from the West Section line of said Section 22. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.8.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.8.4 Appropriation date: November 5, 1907. 2.1.8.5 Total decreed amount: 3.44 c.f.s. 2.1.8.6 Decreed uses: All municipal purposes. 2.1.8.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.8.8 Historical Use: Historical use was quantified in the decree in Case No. 84CW680 and confirmed in Case No. 95CW280,

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resulting in the volume limits summarized in Table 1 attached to this application. 2.1.9 Walker Well No. 1, Permit Number 19220-R & R19220-RF. 2.1.9.1 Previous Decrees. 2.1.9.1.1 Original decree, Case No. W-1869, Water Division No.1, decree entered on April 5, 1973, amended June 21, 1977. 2.1.9.1.2 Change decree, Case No. 88CW097, Water Division No.1, decree entered on September 3, 1991. 2.1.9.1.3 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.9.2 Legal description of decreed point of diversion: SW 1/4 of NE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2,515 feet from the North section line and 1,490 feet from the East section line of said Section 34. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.9.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.9.4 Appropriation date: October 10, 1952. 2.1.9.5 Total decreed amount: 1.33 c.f.s. 2.1.9.6 Decreed uses: Irrigation, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protection, manufacturing, fish and wildlife, and sanitary uses; including the right to use, reuse and successively use directly or indirectly, by exchange or through storage, and to use for replacement of depletions, substitution, or augmentation of some or all of the uses described above. 2.1.9.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.9.8 Historical Use: Historical use was quantified in the decree in Case No. 88CW097 and confirmed in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.10 Walker Sump No. 1, Permit Number 20003-R. 2.1.10.1 Previous Decrees. 2.1.10.1.1 Original decree, Case No. W-1869, Water Division No.1, decree entered on April 5, 1973, amended June 21, 1977. 2.1.10.1.2 Change decree, Case No. 88CW097, Water Division No.1, decree entered on September 3, 1991. 2.1.10.1.3 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.10.2 Legal description of decreed point of diversion: SW 1/4 NE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2,590 feet from the North Section line and 2,160 feet from the East Section line of said Section 34. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.10.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.10.4 Appropriation date: June 20, 1954. 2.1.10.5 Total decreed amount: 1.11 c.f.s. 2.1.10.6 Decreed uses: Irrigation, domestic, commercial, industrial, recreation, stock watering, piscatorial, fire protection, manufacturing, fish and wildlife, and sanitary uses; including the right to use, reuse and successively use directly or indirectly, by exchange or through storage, and to use for replacement of depletions, substitution, or augmentation of some or all of the uses described above. 2.1.10.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.10.8 Historical Use: Historical use was quantified in the decree in Case No. 88CW097 and confirmed in Case No. 95CW280, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.11 Lemen Ditch. The Authority owns 1/9, or 1.41 c.f.s. of the Lemen Ditch water right. 2.1.11.1 Previous Decrees. 2.1.11.1.1 Original decree, entered December 10, 1883, in a case without case number entitled “In the Matter of the Priority of Water Rights in District No. 8 of Colorado,” by the District Court for Douglas County, Colorado. 2.1.11.1.2 Change of point of diversion, entered March 22, 1973, in Case Number W-517, District Court for Water Division No. 1, Colorado, changing the point of diversion to Christiansen Well No. 3. 2.1.11.1.3 Change of use and place of use, entered February 10, 2010, in Case Number 07CW66, District Court for Water Division No. 1, Colorado. 2.1.11.2 Legal description of decreed point of diversion: Christiansen Well No. 3 (permit no. 16062), located in the NE 1/4 SW 1/4 Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.11.3 Decreed source of water: Cherry Creek. 2.1.11.4 Appropriation date: June 1, 1866. 2.1.11.5 Total decreed amount: 12.72 c.f.s. 2.1.11.6 Decreed uses: Municipal, domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, and fire protection. The Applicant may use the water rights by themselves or in conjunction with other water rights for immediate

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application to beneficial use, for storage and subsequent application to beneficial use, for replacement, exchange, and also for augmentation purposes, including augmentation of not nontributary ground water diversions. The Applicant may reuse, successively use, dispose of, or otherwise apply the consumable portion of the water rights to extinction. 2.1.11.7 Amount of water that the Applicant intends to change: 1.41 c.f.s. (1/9 of the amount originally decreed to the Lemen Ditch). 2.1.11.8 Historical use. Historical use was quantified in the decree in 07CW66, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.12 Barnes Ditch. 2.1.12.1 Previous Decrees. 2.1.12.1.1 Original decree, entered March 31, 1890, in a case without case number entitled “In the Matter of the Priority of Rights to the Use of Water in District No. 8,” by the District Court for Douglas County, Colorado. 2.1.12.1.2 Change of point of diversion, entered March 22, 1973 in Case Number W-516, District Court for Water Division No. 1, Colorado, changing the point of diversion to Christiansen Well No. 2. 2.1.12.1.3 Change of use and place of use, entered February 10, 2010, in Case Number 07CW66, District Court for Water Division No. 1, Colorado. 2.1.12.2 Legal description of decreed point of diversion: Christiansen Well No. 2 (permit no. 16061), located in the SW 1/4 SW 1/4 Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.12.3 Decreed source of water: Cherry Creek. 2.1.12.4 Appropriation date: March 1, 1885. 2.1.12.5 Total decreed amount: 4.5 c.f.s. 2.1.12.6 Decreed uses: Municipal, domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, and fire protection. The Applicant may use the water rights by themselves or in conjunction with other water rights for immediate application to beneficial use, for storage and subsequent application to beneficial use, for replacement, exchange, and also for augmentation purposes, including augmentation of not nontributary ground water diversions. The Applicant may reuse, successively use, dispose of, or otherwise apply the consumable portion of the water rights to extinction. 2.1.12.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.12.8 Historical use: Historical use was quantified in the decree in 07CW66, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.13 Christiansen Well No. 3, Permit Number 16062-R. 2.1.13.1 Prior Decrees. 2.1.13.1.1 Original decree entered May 18,1972, Case No. CA-3635, Douglas County District Court, Colorado. 2.1.13.1.2 Change of use and place of use, entered February 10, 2010, in Case Number 07CW66, District Court for Water Division No. 1, Colorado. 2.1.13.2 Legal description of decreed point of diversion: NE 1/4 SW 1/4 Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.13.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.13.4 Appropriation Date: November 15, 1952. 2.1.13.5 Total decreed amount: 3.98 c.f.s. 2.1.13.6 Decreed uses: Municipal, domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, and fire protection. The Applicant may use the water rights by themselves or in conjunction with other water rights for immediate application to beneficial use, for storage and subsequent application to beneficial use, for replacement, exchange, and also for augmentation purposes, including augmentation of not nontributary ground water diversions. The Applicant may reuse, successively use, dispose of, or otherwise apply the consumable portion of the water rights to extinction. 2.1.13.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.13.8 Historical use: Historical use was quantified in the decree in 07CW66, resulting in the volume limits summarized in Table 1 attached to this application. 2.1.14 Christiansen Well No. 4, Permit Number 4700-F. 2.1.14.1 Previous Decrees. 2.1.14.1.1 Original decree entered May 18, 1972, Case No. CA-3635, Douglas County District Court. 2.1.14.1.2 Change of use and place of use, entered February 10, 2010, in Case Number 07CW66, District Court for Water Division No. 1, Colorado. 2.1.14.2 Legal description of decreed point of diversion: NE 1/4 SE 1/4 Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit

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A. 2.1.14.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.14.4 Appropriation Date: October 23, 1963. 2.1.14.5 Total decreed amount: 0.89 c.f.s. 2.1.14.6 Decreed uses: Municipal, domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, and fire protection. The Applicant may use the water rights by themselves or in conjunction with other water rights for immediate application to beneficial use, for storage and subsequent application to beneficial use, for replacement, exchange, and also for augmentation purposes, including augmentation of not nontributary ground water diversions. The Applicant may reuse, successively use, dispose of, or otherwise apply the consumable portion of the water rights to extinction. 2.1.14.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.14.8 Historical use: Historical use was quantified in the decree in 07CW66, resulting in the volume limits summarized in Table 1 attached hereto. 2.1.15 Conditional QAL Well water rights. 2.1.15.1 Vessel Well QAL-3, Permit Number 45029-F. 2.1.15.1.1 Previous Decrees. 2.1.15.1.1.1 Original decree, Case No. 84CW680, Water Division No.1, decree entered April 28, 1989. 2.1.15.1.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.15.1.2 Legal description of decreed point of diversion: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 1450 feet from the North line and 1330 feet from the West line. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.15.1.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.15.1.4 Appropriation date: April 19, 1984. 2.1.15.1.5 Total decreed amount: 3.34 c.f.s., conditional. 2.1.15.1.6 Decreed uses: All municipal purposes, including domestic, irrigation, stock watering, industrial, commercial, recreation, piscatorial, augmentation, wildlife and fire protection purposes. 2.1.15.1.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.15.1.8 Historical use: N/A. 2.1.15.2 Franktown Well QAL-3, Permit Number 10721-AD (application denied). 2.1.15.2.1 Previous Decrees. 2.1.15.2.1.1 Original decree, Case No. 84CW680, Water Division No.1, decree entered April 28, 1989. 2.1.15.2.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.15.2.2 Legal description of decreed point of diversion: NE 1/4 NW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point approximately 1,260 feet from the North Section line and 1,800 feet from the West Section line of said Section 27. 2.1.15.2.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.15.2.4 Appropriation date: April 19, 1984. 2.1.15.2.5 Total decreed amount: 3.34 c.f.s., conditional. 2.1.15.2.6 Decreed uses: All municipal purposes, including domestic, irrigation, stock watering, industrial, commercial, recreation, piscatorial, augmentation, wildlife and fire protection purposes. 2.1.15.2.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.15.2.8 Historical use: N/A. 2.1.15.3 Parker Well QAL-2, Permit Number 10719-AD (application denied). 2.1.15.3.1 Previous Decrees. 2.1.15.3.1.1 Original decree, Case No. 84CW680, Water Division No.1, decree entered April 28, 1989. 2.1.15.3.1.2 Change decree, Case No. 95CW280, Water Division No. 1, decree entered February 9, 1998. 2.1.15.3.2 Legal description of decreed point of diversion: SE 1/4 SW 1/4 of Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado, at a point approximately 1,000 feet from the South Section line and 2,240 feet from the West Section line of said Section 27. A map indicating the location of the decreed point of diversion for this water right is attached as Exhibit A. 2.1.15.3.3 Decreed source of water: Groundwater tributary to Cherry Creek. 2.1.15.3.4 Appropriation date: April 19, 1984. 2.1.15.3.5 Total decreed amount: 3.34 c.f.s., conditional. 2.1.15.3.6 Decreed uses: All municipal purposes, including domestic, irrigation, stock watering, industrial, commercial, recreation, piscatorial, augmentation, wildlife and fire protection purposes. 2.1.15.3.7 Amount of water that Applicant intends to change: All water decreed under this water right. 2.1.15.3.8 Historical use: N/A. 2.1.16 The approximate historical or decreed places of use of the water rights described in this Section 2.1 are depicted on the map attached as Exhibit B. 2.2 Detailed description of proposed changes. 2.2.1 Alternate points of diversion. The

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Authority proposes to change the water rights described in Section 2.1 to add the following alternate points of diversion. 2.2.1.1 Walker Reservoir Wells (proposed). 2.2.1.1.1 Walker Reservoir Well No. 1: NE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1080 feet from the North line and 2530 feet from the West line. 2.2.1.1.2 Walker Reservoir Well No. 2: SW 1/4 NE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1400 feet from the North line and 2200 feet from the East line. 2.2.1.1.3 Walker Reservoir Well No. 3: SW 1/4 NE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1760 feet from the North line and 2240 feet from the East line. 2.2.1.1.4 Walker Reservoir Well No. 4: SW 1/4 NE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 2100 feet from the North line and 2130 feet from the East line. 2.2.1.1.5 Walker Reservoir Well No. 5: SW 1/4 NE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 2500 feet from the North line and 2000 feet from the East line. 2.2.1.1.6 Walker Reservoir Well No. 6: SW 1/4 NE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 2620 feet from the North line and 2540 feet from the East line. 2.2.1.1.7 Walker Reservoir Well No. 7: SE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., 2550 feet from the North line and 2180 feet from the West line. 2.2.1.1.8 Walker Reservoir Well No. 8: SE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 2570 feet from the North line and 1820 feet from the West line. 2.2.1.1.9 Walker Reservoir Well No. 9: SE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 2170 feet from the North line and 1880 feet from the West line. 2.2.1.1.10 Walker Reservoir Well No. 10: SE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1730 feet from the North line and 1820 feet from the West line. 2.2.1.1.11 Walker Reservoir Well No. 11: SE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1430 feet from the North line and 1900 feet from the West line. 2.2.1.1.12 Walker Reservoir Well No. 12: NE 1/4 NW 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1100 feet from the North line and 2030 feet from the West line. 2.2.1.1.13 Walker Reservoir Well No. 13: NE 1/4 NW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 800 feet from the North line and 2150 feet from the West line. 2.2.1.1.14 Walker Reservoir Well No. 14: NE 1/4 NW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 1200 feet from the North line and 2200 feet from the West line. 2.2.1.1.15 Walker Reservoir Well No. 15: SE 1/4 NW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 1800 feet from the North line and 2200 feet from the West line. 2.2.1.1.16 Walker Reservoir Well No. 16: SE 1/4 NW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 2300 feet from the North line and 2200 feet from the West line. 2.2.1.1.17 Walker Reservoir Well No. 17: NE 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 2500 feet from the South line and 2150 feet from the West line. 2.2.1.1.18 Walker Reservoir Well No. 18: NE 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 2000 feet from the South line and 2100 feet from the West line. 2.2.1.1.19 Walker Reservoir Well No. 19: SE 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 1000 feet from the South line and 1900 feet from the West line. 2.2.1.1.20 Walker Reservoir Well No. 20: SE 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, 550 feet from the South line and 1650 feet from the West line. 2.2.1.1.21 Walker Reservoir Well No. 21: NE 1/4 NW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, 400 feet from the North line and 1400 feet from the West line. 2.2.1.1.22 Walker Reservoir Well No. 22: NE 1/4 SW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, 2500 feet from the South line and 2050 feet from the West line. 2.2.1.1.23 Walker Reservoir Well No. 23: NE 1/4 SW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, 2000 feet from the South line and 2000 feet from the West line. 2.2.1.1.24 Walker Reservoir Well No. 24: NE 1/4 SW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, 1450 feet from the South line and 2000 feet from the West line. 2.2.1.1.25 Walker Reservoir Well No. 25: SE 1/4 SW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, 950 feet from the South line and 2100 feet from the West line.

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2.2.1.1.26 Walker Reservoir Well No. 26: SE 1/4 SW 1/4 of Section 27, T7S, R66W, 6th P.M., Douglas County, Colorado, 500 feet from the South line and 2200 feet from the West line. 2.2.1.1.27 Walker Reservoir Well No. 27: NE 1/4 NW 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 100 feet from the North line and 2300 feet from the West line. 2.2.1.1.28 Walker Reservoir Well No. 28: NE 1/4 NW 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 600 feet from the North line and 2350 feet from the West line. 2.2.1.1.29 Walker Reservoir Well No. 29: NE 1/4 NW 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1100 feet from the North line and 2400 feet from the West line. 2.2.1.1.30 Walker Reservoir Well No. 30: NW 1/4 SE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 2200 feet from the South line and 2250 feet from the East line. 2.2.1.1.31 Walker Reservoir Well No. 31: NW 1/4 SE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1800 feet from the South line and 1950 feet from the East line. 2.2.1.1.32 Walker Reservoir Well No. 32: NW 1/4 SE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1450 feet from the South line and 1700 feet from the East line. 2.2.1.1.33 Walker Reservoir Well No. 33: SW 1/4 SE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1050 feet from the South line and 1400 feet from the East line. 2.2.1.1.34 Walker Reservoir Well No. 34: SE 1/4 SE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 550 feet from the South line and 1250 feet from the East line. 2.2.1.1.35 Walker Reservoir Well No. 35: SE 1/4 SE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 50 feet from the South line and 1250 feet from the East line. 2.2.1.2 Vessel Reservoir Wells (proposed). 2.2.1.2.1 Vessel Reservoir Well No. 1: SE 1/4 NE 1/4, Section 4, T7S, R66W, 6th P.M., Douglas County, Colorado, 1640 feet from the North line and 450 feet from the East line. 2.2.1.2.2 Vessel Reservoir Well No. 2: SW 1/4 NW 1/4, Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 1530 feet from the North line and 170 feet from the West line. 2.2.1.2.3 Vessel Reservoir Well No. 3: SW 1/4 NW 1/4, Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 1990 feet from the North line and 450 feet from the West line. 2.2.1.2.4 Vessel Reservoir Well No. 4: SW 1/4 NW 1/4, Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 2550 feet from the North line and 340 feet from the West line. 2.2.1.2.5 Vessel Reservoir Well No. 5: NE 1/4 SE 1/4, Section 4, T7S, R66W, 6th P.M., Douglas County, Colorado, 2370 feet from the South line and 45 feet from the East line. 2.2.1.2.6 Vessel Reservoir Well No. 6: NE 1/4 of the SW 1/4 of Section 27, T6S, R66W of the 6th P.M., Douglas County, Colorado, 2545 feet from the South line and 1670 feet from the West line. 2.2.1.2.7 Vessel Reservoir Well No. 7: NE 1/4 of the SW 1/4 of Section 27, T6S, R66W of the 6th P.M., Douglas County, Colorado, 2120 feet from the South line and 2010 feet from the West line. 2.2.1.2.8 Vessel Reservoir Well No. 8: NE 1/4 of the SW 1/4 of Section 27, T6S, R66W of the 6th P.M., Douglas County, Colorado, 1545 feet from the South line and 2235 feet from the West line. 2.2.1.2.9 Vessel Reservoir Well No. 9: SE 1/4 of the SW 1/4 of Section 27, T6S, R66W of the 6th P.M., Douglas County, Colorado, 585 feet from the South line and 2560 feet from the West line. 2.2.1.2.10 Vessel Reservoir Well No. 10: NE 1/4 of the NW 1/4 of Section 34, T6S, R66W of the 6th P.M., Douglas County, Colorado, 270 feet from the North line and 2345 feet from the West line. 2.2.1.2.11 Vessel Reservoir Well No. 11: NW 1/4 of the NW 1/4 of Section 34, T6S, R66W of the 6th P.M., Douglas County, Colorado, 1070 feet from the North line and 1030 feet from the West line. 2.2.1.2.12 Vessel Reservoir Well No. 12: Intentionally omitted. 2.2.1.2.13 Vessel Reservoir Well No. 13: SE 1/4 of the NW 1/4 of Section 34, T6S, R66W of the 6th P.M., Douglas County, Colorado, 2020 feet from the North line and 1525 feet from the West line. 2.2.1.2.14 Vessel Reservoir Well No. 14: NE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 100 feet from the North line and 1950 feet from the West line. 2.2.1.2.15 Vessel Reservoir Well No. 15: NE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 550 feet from the North line and 1750 feet from the West line. 2.2.1.2.16 Vessel Reservoir Well No. 16: NE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 950 feet from the North line and 1500 feet from the West line.

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2.2.1.2.17 Vessel Reservoir Well No. 17: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 1850 feet from the North line and 1600 feet from the West line. 2.2.1.2.18 Vessel Reservoir Well No. 18: SE 1/4 SW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 900 feet from the South line and 2100 feet from the West line. 2.2.1.2.19 Vessel Reservoir Well No. 19: SE 1/4 SW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, 400 feet from the South line and 2200 feet from the West line. 2.2.1.2.20 Vessel Reservoir Well No. 20: NE 1/4 NW 1/4 of Section 10, T7S, R66W, 6th P.M., Douglas County, Colorado, 100 feet from the North line and 2250 feet from the West line. 2.2.1.3 Newlin Gulch Aqueduct No. 2, a diversion structure which intersects the thread of Cherry Creek in the SE 1/4 NW 1/4 of Section 3, T7S, R66W of the 6th P.M., Douglas County, Colorado, at a point approximately 2090 feet south of the North section line of said Section 3, and approximately 1870 feet east of the West section line of said Section 3. 2.2.1.4 All wells described in Section 2.1 above. 2.2.1.5 All of the alternate points of diversion described in this Section are depicted on the map attached as Exhibit A. 2.2.2 Type of use. The Authority proposes to change the types of use of the water rights described in Section 2.1 to include all existing decreed uses, and all municipal purposes including domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, mining, mine reclamation and continuing mine depletions from the exposure of groundwater, and fire protection uses. Water may be produced for immediate application to beneficial use; for storage, including but not limited to the locations described below or by aquifer storage and recovery, and subsequent application to beneficial use or release and rediversion to storage; for exchange purposes; for replacement of depletions resulting from the use of water from other sources; and for all other augmentation and replacement purposes, including augmentation of not nontributary ground water diversions. Water may be used, reused, and successively used to extinction and may be used by disposition to other parties by sale, lease, trade, or other means. 2.2.2.1 Places of storage. Water may be stored at the following locations: 2.2.2.1.1 Walker Reservoir, described in Section 3.1 below. 2.2.2.1.2 Vessel Reservoir, described in Section 3.2 below. 2.2.2.1.3 Rueter-Hess Reservoir. The axis of the dam of Rueter-Hess Reservoir intersects the thread of Newlin Gulch at a point in the SE 1/4 SW 1/4 of Section 30, T6S, R66W of the 6th P.M., Douglas County, Colorado, which point is approximately 98 feet north of the south section line and 2348 feet east of the west section line of said Section 30. The northwest abutment of the dam is in the SE 1/4 SE 1/4 of Section 25, T6S, R67W of the 6th P.M., approximately 1026 feet west of the east section line, and approximately 708 feet north of the south section line, of said Section 25. The southeast abutment of the dam is in the NE 1/4 SE 1/4 Section 31, T6S, R66W of the 6th P.M., approximately 4227 feet east of the west section line and 2950 feet south of the north section line, of said Section 31. The Authority will obtain any necessary permission before storing water in Rueter-Hess Reservoir. 2.2.2.1.4 Inverness Reservoir, located in the NW 1/4 SE 1/4 and the SW 1/4 SE 1/4 of Section 35, T5S, R67W, 6th P.M., Arapahoe County, Colorado. 2.2.2.1.5 Cherry Creek Reservoir, an on-channel reservoir located in Sections 1, 2, 3, 10, 11, 12, 13, 14, 23, and 24, T5S, R67W, 6th P.M.; Sections 31 and 32, T4S R66W, 6th P.M.; and Sections 7, 18 and 19, T5S R66W, 6th P.M., Arapahoe County, Colorado. The initial point of survey of the high water line of the reservoir is located at a point whence the SW Corner of Section 34, T4S R67W, 6th P.M. bears North 54°54' West a distance of 5,856.8 feet. The outlet works are located in the NW 1/4 NE 1/4 of Section 2, T5S, R67W, 6th P.M., with an approximate latitude of 39°39'08" North and approximate longitude of 104°51'20" West. The Authority will obtain any necessary permission before storing water in Cherry Creek Reservoir. 2.2.2.1.6 Chambers Reservoir, located in Section 8, T6S, R66W of the 6th P.M., Douglas County, Colorado. The centerline of the Chambers Reservoir dam crosses an un-named tributary of Happy Canyon Creek in the NW 1/4 NW 1/4 of Section 8, T6S, R66W of the 6th P.M., Douglas County, Colorado, at a point 340 feet from the North line and 630 feet from the West line of said Section 8. 2.2.2.1.7 Any other location where storage space may be available, whether developed by the Authority or

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with permission of other entities. 2.2.2.2 All of the places of storage described in this Section are depicted on the map attached as Exhibit A. 2.2.3 Place of use. The Authority proposes to change the place of use of the water rights described in Section 2.1 to add all areas within the current and future boundaries and service areas of the Members; all areas within the current and future boundaries and service areas of Parker Water and Sanitation District and any other district or municipality limits where use will be made by trade or contract; and all parcels owned by the Authority. The Authority owns the following parcels: the “Vessel Parcel,” located in the East 1/2 of Section 4 and the NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County; the “Walker Parcel,” located in the North 1/2 of Section 34, T7S, R66W, 6th P.M., Douglas County; and the “Franktown Parcel,” located in Section 22 and the North 1/2 of the North 1/2 of Section 27, T7S, R66W, 6th P.M., Douglas County. The proposed places of use are depicted on the map attached as Exhibit B. 3. Application for Conditional Groundwater and Water Storage Rights. 3.1 Name of reservoir: Walker Reservoir. The Walker Reservoir will be a lined gravel pit, off-channel reservoir located near Cherry Creek on land owned by the Authority. 3.1.1 Legal description. The reservoir will be located on land known as the “Walker Parcel” in Section 34, T7S, R66W of the 6th P.M., Douglas County, Colorado. The location of Walker Reservoir is depicted on the map attached hereto as Exhibit A. 3.1.2 Amount claimed: 1,000 acre-feet, with the right to multiple refills. 3.1.3 Source: Water diverted from the Cherry Creek alluvium through the structures listed below, and other surface inflows to the reservoir. 3.1.4 Name and legal description of structures used to fill reservoir. 3.1.4.1 Walker Reservoir Wells 1-35. The locations of the Walker Reservoir Wells 1-35 are described in Section 2.2.1.1 above. 3.1.4.2 Any other well to be located on or near the Walker Parcel that may be identified as being necessary to complete the appropriation of water at the rate claimed below due to unforeseen hydrological or other conditions. 3.1.4.3 The Authority seeks to adjudicate new conditional water rights to be diverted at the following previously adjudicated wells. 3.1.4.3.1 Walker Well No. 1: SW 1/4 of NE 1/4 of Section 34, T7S, R66W of the 6th P.M., Douglas County, Colorado, at a point 2,515 feet from the North section line and 1,490 feet from the East section line of said Section 34, described in the decrees entered in Case Nos. 88CW97, Water Division 1, dated September 3, 1991, and 95CW280, Water Division 1, dated February 9, 1998. 3.1.4.3.2 Walker Sump No. 1: SW 1/4 NE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2,590 feet from the North Section line and 2,160 feet from the East Section line of said Section 34, described in the decrees entered in Case Nos. 88CW97, Water Division 1, dated September 3, 1991, and 95CW280, Water Division 1, dated February 9, 1998. 3.1.4.3.3 Franktown Well No. 1: A point 140 feet North and 1400 feet East of the Southwest corner of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, described in the decrees entered in Case No. W-1776, Water Division No. 1, dated December 1, 1972, Case No. 84CW680, Water Division No. 1, dated April 28, 1989, and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.1.4.3.4 Franktown Well No. 2: SE 1/4 SW 1/4 of Section 22, T7S, R66W, of the 6th P.M., Douglas County, Colorado, at a point 1,250 feet from the South Section line and 2,320 feet from the West Section line of said Section 22, described in the decrees entered in Case No. W-1776, Water Division No. 1, dated December 1, 1972, Case No. 84CW680, Water Division No. 1, dated April 28, 1989, and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.1.4.3.5 Franktown Well QAL-3: NE 1/4 NW 1/4 of Section 27, T7S, R66W, of the 6th P.M., Douglas County, Colorado, at a point approximately 1,260 feet from the North Section line and 1,800 feet from the West Section line of said Section 27, described in the decrees entered in Case No. 84CW680, Water Division No. 1, dated April 28, 1989, and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.1.4.3.6 Kelty Well No. 1: A point in the NW 1/4 SE 1/4, Section 34, T7S, R66W, of the 6th P.M. Douglas County, Colorado, whence the SE corner of said Section 34 bears S 59°21' E a distance of 2,600 feet, described in the decrees entered in Civil Action No. 3635, Douglas County District Court, dated May 18, 1972 and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.1.4.3.7 Hewins Well No. 2: A point in the SW

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1/4 SE 1/4 Section 34, T7S, R66W, of the 6th P.M. Douglas County, Colorado, whence the SE corner of said Section 34 bears South 70°06' E a distance of 2,181 feet, described in the decrees entered in Civil Action No. 3635, Douglas County District Court, dated May 18, 1972 and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.1.4.4 Amount claimed for each structure used to fill reservoir. 20 c.f.s., conditional, for each structure and in aggregate. 3.1.4.5 The structures described in this Section are depicted on the map attached hereto as Exhibit A. 3.1.5 Date of appropriation: December 1, 2010. 3.1.6 How appropriation was initiated: Engineering, field work, planning, adoption of a resolution of the Board of Directors of the Authority, and posting notice of the appropriation. 3.1.7 Proposed use. 3.1.7.1 Types of use: All municipal purposes including domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, mining, mine reclamation and continuing mine depletions from the exposure of groundwater, and fire protection uses. Water may be produced for immediate application to beneficial use; for storage, including aquifer storage and recovery, and subsequent application to beneficial use or release and rediversion to storage; for exchange purposes; for replacement of depletions resulting from the use of water from other sources; and for all other augmentation and replacement purposes, including augmentation of not nontributary ground water diversions. Water may be used, reused, and successively used to extinction and may be used by disposition to other parties by sale, lease, trade, or other means. 3.1.7.2 Places of use: All areas within the current and future boundaries and service areas of the Members; all areas within the current and future boundaries and service areas of Parker Water and Sanitation District and any other district or municipality limits where use will be made by trade or contract; and all parcels owned by the Authority. The Authority owns the following parcels: the “Vessel Parcel,” located in the East 1/2 of Section 4 and the NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County; the “Walker Parcel,” located in the North 1/2 of Section 34, T7S, R66W, 6th P.M., Douglas County; and the “Franktown Parcel,” located in Section 22 and the North 1/2 of the North 1/2 of Section 27, T7S, R66W, 6th P.M., Douglas County. The places of use are depicted on the map attached to this application as Exhibit B. 3.1.8 Remark. Other water rights may be stored in Walker Reservoir provided they are adjudicated for storage. 3.2 Name of reservoir: Vessel Reservoir. The Vessel Reservoir will be a lined gravel pit, off-channel reservoir located near Cherry Creek on land owned by the Authority. 3.2.1 Legal description. The reservoir will be located on land known as the “Vessel Parcel” in Sections 3 and 4, T7S, R66W of the 6th P.M., Douglas County, Colorado. The location of Vessel Reservoir is depicted on the map attached hereto as Exhibit A. 3.2.2 Amount claimed. 1,000 acre-feet, with the right to multiple refills. 3.2.3 Source: Water diverted from the Cherry Creek alluvium through the structures listed below, sewered (treated wastewater) effluent, and other surface inflows to the reservoir. 3.2.4 Name and legal description of structures used to fill reservoir. 3.2.4.1 Vessel Reservoir Wells 1-20 described in Section 2.2.1.2 above. 3.2.4.2 Any other well to be located on or near the Vessel Parcel that may be identified as being necessary to complete the appropriation of water at the rate claimed below due to unforeseen hydrological or other conditions. 3.2.4.3 The Authority seeks to adjudicate new conditional water rights to be diverted at the following previously adjudicated wells. 3.2.4.3.1 Vessel Well No. 1: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2450 feet from the North line and 1600 feet from the West line of said Section 3, described in the decrees entered in Case Nos. 84CW680, Water Division 1, dated April 28, 1989, and 95CW280, Water Division 1, dated February 9, 1998. 3.2.4.3.2 Vessel Well QAL-3: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 1450 feet from the North line and 1330 feet from the West line, described in the decrees entered in Case Nos. 84CW680, Water Division 1, dated April 28, 1989, and 95CW280, Water Division 1, dated February 9, 1998. 3.2.4.3.3 Christiansen Well No. 2: SW 1/4 SW 1/4, Section 3, T7S, R66W, 6th P.M., 600 feet from the South line and 1160 feet from the West line, described in the decree entered in Case No. 07CW66, Water Division 1, dated February 10, 2010. 3.2.4.3.4 Christiansen Well No. 3: NE 1/4 SW 1/4, Section

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3, T7S, R66W, 6th P.M., 1570 feet from the South line and 1560 feet from the West line, described in the decree entered in Case No. 07CW66, Water Division 1, dated February 10, 2010. 3.2.4.3.5 Christiansen Well No. 4: NE 1/4 SE 1/4, Section 3, T7S, R66W, 6th P.M., 1560 feet from the South line and 2260 feet from the West line, described in the decree entered in Case No. 07CW66, Water Division 1, dated February 10, 2010. 3.2.4.3.6 Parker Well No. 1: A point 30 feet North and 2360 feet East of the Southwest corner of Section 27, T6S, R66W, of the 6th P.M., Douglas County, Colorado, described in the decrees entered in Case No. 84CW680, Water Division No.1, dated April 28, 1989 and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.2.4.3.7 Parker Well QAL-2: SE 1/4 SW 1/4 of Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado, at a point approximately 1,000 feet from the South Section line and 2,240 feet from the West Section line of said Section 27, described in the decrees entered in Case No. 84CW680, Water Division No.1, dated April 28, 1989 and Case No. 95CW280, Water Division No. 1, dated February 9, 1998. 3.2.4.4 Pinery Wastewater Treatment Plant discharges. 3.2.4.4.1 Direct discharge to Cherry Creek, NE 1/4 NW 1/4 of Section 10, T7S, R66W, 6th P.M., at a point 200 feet from the North line and 1440 feet from the West line, or any location where the discharge may be relocated in the future. 3.2.4.4.2 Rapid infiltration basins: four basins in the SE 1/4 NW 1/4 of Section 10, T7S, R66W, 6th P.M., or any location where the basins may be relocated in the future. 3.2.4.5 Amount claimed for each structure used to fill reservoir: 20 c.f.s., conditional, for each structure and in aggregate. 3.2.4.6 The structures described in this Section are depicted on the map attached as Exhibit A. 3.2.5 Date of appropriation: December 1, 2010. 3.2.6 How appropriation was initiated: Engineering, field work, planning, adoption of a resolution of the Board of Directors of the Authority, and posting notice of the appropriation. 3.2.7 Use. 3.2.7.1 Proposed use: All municipal purposes including domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, mining, mine reclamation and continuing mine depletions from the exposure of groundwater, and fire protection uses. Water may be produced for immediate application to beneficial use; for storage, including aquifer storage and recovery, and subsequent application to beneficial use or release and rediversion to storage; for exchange purposes; for replacement of depletions resulting from the use of water from other sources; and for all other augmentation and replacement purposes, including augmentation of not nontributary ground water diversions. Water may be used, reused, and successively used to extinction and may be used by disposition to other parties by sale, lease, trade, or other means. 3.2.7.2 Places of use: All areas within the current and future boundaries and service areas of the Members; all areas within the current and future boundaries and service areas of Parker Water and Sanitation District and any other district or municipality limits where use will be made by trade or contract; and all parcels owned by the Authority. The Authority owns the following parcels: the “Vessel Parcel,” located in the East 1/2 of Section 4 and the NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County; the “Walker Parcel,” located in the North 1/2 of Section 34, T7S, R66W, 6th P.M., Douglas County; and the “Franktown Parcel,” located in Section 22 and the North 1/2 of the North 1/2 of Section 27, T7S, R66W, 6th P.M., Douglas County. The places of use are depicted on the map attached hereto as Exhibit B. 3.2.8 Remark. Other water rights may be stored in Vessel Reservoir provided they are adjudicated for storage. 4. Application for Approval of Plan for Augmentation 4.1 Structures to be augmented. 4.1.1 All structures described in Section 2.1 above. 4.1.2 Walker Reservoir Wells described in Section 2.2.1.1 above. 4.1.3 Vessel Reservoir Wells described in Section 2.2.1.2 above. 4.1.4 Walker Reservoir, described in Section 3.1.1 above, to the extent that surface inflows, including precipitation, are diverted and stored out of priority. 4.1.5 Vessel Reservoir, described in Section 3.2.1 above, to the extent that surface inflows, including precipitation, are diverted and stored out of priority. 4.1.6 Pinery WWTP discharge points described in Section 3.2.4.4 above. 4.1.7 Newlin Gulch Aqueduct No. 2 described in Section 2.2.1.3 above. 4.2 Water rights to be used for augmentation. 4.2.1 Decreed tributary water rights described in Section 2.1 above and Table 1 attached to this application, either directly or by successive use of

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lawn irrigation return flows (“LIRFs”) or effluent generated from Members’ use of such water rights. 4.2.2 The John Jones Ditch, decreed in the Decree of the District Court, Douglas County, Colorado, entered December 10, 1883; change pending in Case No. 08CW186, Water Division No. 1, Colorado, either directly or by successive use of LIRFs or effluent generated from Members’ use of such water right. The approximate locations of historical use of the John Jones Ditch water right are depicted on the map attached as Exhibit B. 4.2.3 Conditional water rights described in Sections 3 above, either directly or by successive use of LIRFs or effluent generated from Members’ use of such water rights. 4.2.4 Nontributary and not nontributary ground water rights owned by the Authority associated with the parcels described below, either directly or by successive use of LIRFs or effluent generated from Members’ use of such water rights. The nontributary and not nontributary ground water rights associated with the following parcels are more particularly described in Table 2 attached and depicted on the map attached as Exhibit A. 4.2.4.1 Newton Parcel, decreed in Case No. 93CW093, Water Division No. 1, Colorado, revised amended decree dated May 5, 2005. 4.2.4.2 Burgoyne Parcel, decreed in Case No. 93CW093, Water Division No. 1, Colorado, revised amended decree dated May 5, 2005. 4.2.4.3 Stevens Parcel, decreed in Case No. 93CW093, Water Division No. 1, Colorado, revised amended decree dated May 5, 2005. 4.2.4.4 Shafroth Parcel, decreed in Case No. 89CW046, Water Division No. 1, Colorado, amended decree dated July 3, 2001; and Case No. 93CW093, Water Division No. 1, Colorado, revised amended decree dated May 5, 2005. 4.2.4.5 Parker Parcel, decreed in Case No. 84CW128, Water Division No. 1, Colorado, amended decree entered September 28, 2000; and Case No. 84CW129, Water Division No. 1, Colorado, amended decree entered September 28, 2000. 4.2.4.6 Vessel Parcel, decreed in Case No. 84CW128, Water Division No. 1, Colorado, amended decree entered September 28, 2000; and Case No. 84CW129, Water Division No. 1, Colorado, amended decree entered September 28, 2000. 4.2.4.7 Franktown Parcel, decreed in Case No. 84CW129, Water Division No. 1, Colorado, amended decree entered September 28, 2000; and Case No. 86CW205, Water Division No. 1, Colorado, amended decree entered January 22, 2003. 4.2.4.8 Walker Parcel, decreed in 88CW096, Water Division No. 1, Colorado, decree entered August 31, 1989. 4.2.4.9 Castlewood Canyon State Park, decreed in Case No. 94CW65, Water Division No. 1, Colorado, decree entered March 21, 1995; and Case No. 93CW093, Water Division No. 1, Colorado, revised amended decree dated May 5, 2005. 4.2.4.10 Grange Parcel, decreed in Case No. 85CW168, Water Division No. 1, Colorado, decree entered October 31, 1986. 4.2.5 Reusable LIRFs and effluent attributable to water rights owned by others, by trade or agreement. 4.2.5.1 Members’ water rights summarized in Table 3 attached to this application. 4.2.5.2 Other Cherry Creek entities. 4.2.5.2.1 Parker Water & Sanitation District (“PWSD”). 4.2.5.2.2 Stonegate Water & Sanitation District (“Stonegate”). 4.2.5.2.3 Town of Castle Rock. 4.2.6 The Authority may from time to time acquire other water rights that may be suitable for replacing out-of-priority depletions. Those additional sources of replacement may be used in the plan for augmentation herein requested without further amendment, republication or additional decrees provided they are adjudicated or administratively approved for purposes of augmentation or replacement. 4.3 Augmentation delivery points. 4.3.1 The structures identified in Section 2.1 above. 4.3.2 The John Jones Ditch headgate, located in the SW 1/4 SE 1/4 of Section 10, T8S, R66W of the 6th P.M., Douglas County, Colorado. 4.3.3 Releases from nontributary and not nontributary wells associated with the water rights described in Section 4.2.4 to Cherry Creek and its tributaries. 4.3.3.1 Wells located on the parcels described in Section 4.2.4 above. 4.3.3.2 Wells located on the Schmidt parcel, located in Sections 2, 3, 10, and 11, T8S, R66W, 6th P.M., Douglas County, Colorado, as more particularly described in the decree entered May 5, 2005 in Case No. 93CW093, Water Division No. 1, Colorado. 4.3.3.3 Other nontributary and not tributary wells as permitted or decreed. 4.3.4 Wastewater Treatment Plant (“WWTP”) outfalls, at the current locations described below or at any locations where the outfalls may be relocated in the future. 4.3.4.1 WWTPs owned and/or operated by one or more of the Members. 4.3.4.1.1 Lone Tree Creek Water Reuse Facility outfall: SW 1/4 NE 1/4 of Section 24, T5S, R67W of the

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6th P.M., Arapahoe County, Colorado, at a point 2180 feet from the North line and 2200 feet from the East line. 4.3.4.1.2 Pinery WWTP outfalls. 4.3.4.1.2.1 Direct discharge to Cherry Creek: NE 1/4 NW 1/4 of Section 10, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 200 feet from the North line and 1440 feet from the West line. 4.3.4.1.2.2 Rapid infiltration basins: four basins in the SE 1/4 NW 1/4 of Section 10, T7S, R66W, 6th P.M., Douglas County, Colorado. 4.3.4.2 WWTPs owned and/or operated by other entities, used by agreement or trade. 4.3.4.2.1 PWSD WWTP outfall: SE 1/4 NE 1/4 of Section 21, T6S, R66W, 6th P.M., Douglas County, Colorado, at a point 2170 feet from the North line and 250 feet from the East line. 4.3.4.2.2 Stonegate WWTP outfall: NW1/4 NE1/4 of Section 16, T6S, R66W, 6th P.M., Douglas County, Colorado, at a point 700 feet from the North line and 2,150 feet from the East line. 4.3.5 Cottonwood-ACWWA Joint Water Purification Plant (“JWPP”) concentrate discharge point: NE 1/4 NW 1/4 of Section 31, T5S, R66W, 6th P.M., Arapahoe County, Colorado, at a point 980 feet from the North line and 1600 feet from the West line, or any location where the discharge point may be relocated in the future. 4.3.6 LIRF delivery reaches as follows: 4.3.6.1 ACWWA LIRF delivery reaches as described in the decree in Case No. 86CW388A, Water Division No. 1, Colorado, dated December 9, 1991. 4.3.6.2 Cottonwood LIRF delivery reaches as described in the decree in Case No. 81CW142, Water Division No. 1, Colorado, dated March 21, 1986. 4.3.6.3 Other LIRF reaches that may be decreed by one or more of the Members in the future. 4.3.7 Rueter-Hess Reservoir outlets. 4.3.7.1 Newlin Gulch: SE 1/4 SW 1/4 of Section 30, T6S, R66W, 6th P.M., Douglas County, Colorado. 4.3.7.2 Proposed pipeline to Cottonwood Creek: in or near the SW 1/4 NW 1/4 of Section 14, T6S, R67W of the 6th P.M., Douglas County, Colorado. 4.3.8 Walker Reservoir outlet: proposed in or near the NW 1/4 NE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado. 4.3.9 Vessel Reservoir outlet: proposed in or near the NW 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado. 4.3.10 Inverness Reservoir outlet: proposed in or near the NW 1/4 SE 1/4 of Section 35, T5S, R67W of the 6th P.M., Arapahoe County, Colorado. 4.3.11 Chambers Reservoir outlet: proposed in or near the in the SW 1/4 SW 1/4 of Section 5, T6S, R66W of the 6th P.M., Douglas County, Colorado. 4.3.12 Cherry Creek Reservoir outlet: NW 1/4 NE 1/4 of Section 2, T5S, R67W of the 6th P.M., Arapahoe County, Colorado, at a point 850 feet from the North line and 1950 feet from the East line. 4.4 Description of the plan for augmentation. The purpose of the proposed plan for augmentation is to facilitate use of the water rights owned by the Authority by its Members while replacing out-of-priority depletions associated with the Authority’s diversions in the required amount, time, and location to prevent injury to other water rights. Under the typical mode of operation, the Authority will divert water to storage for subsequent delivery to the Members for augmentation use when flow conditions allow. The Authority may also divert water for delivery directly to the Members. Storage will occur in the proposed Walker and Vessel Reservoirs through new and existing alluvial wells constructed near each reservoir, and in other reservoirs with permission. Out-of-priority depletions to Cherry Creek will be augmented to prevent injury to other water rights. In addition, water may be released to the stream in order to meet all or part of the requirement to relinquish 2% of the annual amount of water withdrawn from Authority nontributary wells. Sources of water to replace such out-of-priority depletions include nontributary ground water delivered to Cherry Creek, the consumptive use portion of changed irrigation water rights, new conditional storage rights, WWTP return flows and LIRFs from the Members, releases from storage, and other sources. Approximately 20,000 acre-feet of ground water exists in the Cherry Creek alluvium within the Reach. The alluvial aquifer is connected to the surface flow of Cherry Creek, and the creek is the primary source of recharge to the aquifer. Based on flow records for the Franktown Gage, the flow in Cherry Creek typically peaks in the spring. During the period from mid-summer through the fall, the Cherry Creek flow typically declines to less than 10 c.f.s., and often dries up in places within the Reach. The stream typically begins to flow again during the winter and spring. Even when there is little or no surface flow, alluvial wells can still produce adequate yields as a result of the ground water stored in the

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alluvial aquifer. The Authority proposes to use a water budget method of stream depletion accounting that considers the response of the streamflow to pumping and the inflow to the Reach relative to the alluvial pumping. Weekly pumping will be used with unit response functions computed using the Glover procedure or other appropriate methodology to compute “adjusted pumping.” When the inflow to the Reach exceeds the adjusted pumping, the streamflow will be depleted by the amount of the adjusted pumping. When adjusted pumping exceeds the inflow to the Reach, the stream will dry up, and depletions to the surface flow during that time will be limited to the inflow to the Reach. Adjusted pumping in excess of the inflow to the Reach comes from water stored in the alluvial aquifer. When the pumping declines or the Reach inflow increases such that the inflow is greater than the adjusted pumping, then the streamflow will be depleted by the adjusted pumping plus the inflow in excess of the adjusted pumping that recharges the alluvial aquifer storage that was depleted by the prior pumping. The plan for augmentation accounting will track the cumulative volume of depletion to aquifer storage and when such storage depletion causes depletions to the surface flow. The cumulative volume of depletion to aquifer storage will increase when adjusted pumping exceeds the inflow to the Reach and will decrease when the inflow exceeds the adjusted pumping. A decrease in the aquifer storage depletion means that streamflow that would otherwise pass downstream is intercepted to replenish the aquifer. A decrease in the aquifer storage depletion will add to the stream depletions that will require replacement when a downstream priority call exists. The Authority may elect to deliver augmentation water to Cherry Creek or a tributary to Cherry Creek upstream of the dry-stream reach caused by the operation of the Authority alluvial wells in order to reduce and manage the size of the aquifer storage depletion. These deliveries could come from discharges of nontributary ground water to the stream, releases from storage, or from other sources. Reductions of the aquifer storage depletion through deliveries of replacement supplies to the stream will, in effect, pre-pay stream depletions that would otherwise occur later in time when the aquifer storage depletion declined due to natural inflows to the Reach. Deliveries of Authority water may be facilitated by construction of pipelines to deliver water around dry stream reaches. In addition, the Authority may operate contractual trades whereby upstream sources would be provided to another Cherry Creek user upstream of a dry-stream reach in exchange for delivery of water from that user downstream of the dry-stream reach. For example, the Authority might book water in upstream storage over to another Cherry Creek entity in trade for reusable effluent delivered to Cherry Creek at a downstream wastewater treatment facility. 5. Application for Appropriative Rights of Exchange. The Authority claims appropriative rights of exchange as follows. 5.1 Exchange-to points. 5.1.1 The points of depletion to Cherry Creek for the following wells as approximately described below: 5.1.1.1 Walker Reservoir Wells 1-35: a reach of Cherry Creek with an upstream terminus located in the SE 1/4 SE 1/4, Section 34, T7S, R66W, Douglas County, Colorado, approximately 50 feet from the South line and 1050 feet from the East line and a downstream terminus located in the NE 1/4 NW 1/4, Section 22, T7S, R66W, Douglas County, Colorado, approximately 800 feet from the North line and 1870 feet from the West line. 5.1.1.2 Walker Well No. 1: SW 1/4 NE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2550 feet from the North line and 1700 feet from the East line. 5.1.1.3 Walker Sump No. 1: SW 1/4 NE 1/4 of Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2640 feet from the North line and 1700 feet from the East line. 5.1.1.4 Vessel Reservoir Wells 1-20: a reach of Cherry Creek with an upstream terminus located in the NE 1/4 NW 1/4, Section 10, T7S, R66W, Douglas County, Colorado, approximately 100 feet from the North line and 1490 feet from the West line and a downstream terminus located in the NE 1/4 SW 1/4, Section 27, T6S, R66W, Douglas County, Colorado, approximately 2350 feet from the South line and 2400 feet from the West line. 5.1.1.5 Vessel Well No. 1: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 2270 feet from the North line and 1890 feet from the West line. 5.1.1.6 Vessel Well QAL-3: SE 1/4 NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 1400 feet from the North

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line and 1450 feet from the West line. 5.1.1.7 Christiansen Well No. 2: SE 1/4 SW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 620 feet from the South line and 1380 feet from the West line. 5.1.1.8 Christiansen Well No. 3: NE 1/4 SW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 1600 feet from the South line and 1720 feet from the West line. 5.1.1.9 Christiansen Well No. 4: NE 1/4 SW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 1560 feet from the South line and 1650 feet from the West line. 5.1.1.10 Belcher Well. SW 1/4 NE 1/4, Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado, 2640 feet from the North line and 2380 feet from the East line. 5.1.1.11 Hewins Well No. 2. SW 1/4 SE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 720 feet from the South line and 1550 feet from the East line. 5.1.1.12 Kelty Well No. 1. SW 1/4 SE 1/4, Section 34, T7S, R66W, 6th P.M., Douglas County, Colorado, 1270 feet from the South line and 1550 feet from the East line. 5.1.1.13 Sutton Well. NE 1/4 SE 1/4, Section 21, T6S, R66W, 6th P.M., Douglas County, Colorado, 2050 feet from the South line and 1100 feet from the East line. 5.1.1.14 Parker Well No. 1. SE 1/4 SW 1/4, Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado, 180 feet from the South line and 1850 feet from the West line. 5.1.1.15 Parker Well QAL-2. SW 1/4 SW 1/4 of Section 27, T6S, R66W, 6th P.M., Douglas County, Colorado, at a point 1000 feet from the South line and 1120 feet from the West line. 5.1.1.16 Franktown Well No. 1. SW 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 180 feet from the South line and 1060 feet from the West line. 5.1.1.17 Franktown Well No. 2. NE 1/4 SW 1/4, Section 22, T7S, R66W, Douglas County, Colorado, 1770 feet from the South line and 1380 feet from the West line. 5.1.1.18 Franktown Well QAL-3. SW 1/4 SW 1/4 of Section 22, T7S, R66W, 6th P.M., Douglas County, Colorado, at a point 20 feet from the South line and 1200 feet from the West line. 5.1.2 Pinery WWTP outfalls, described in Section 3.2.4.4 above. 5.1.3 Newlin Gulch Aqueduct No. 2, described in Section 2.2.1.3 above. 5.2 Exchange-from points (water will be exchanged up Cherry Creek from the following points): 5.2.1 Cherry Creek Reservoir outlet: NW 1/4 NE 1/4 of Section 2, T5S, R67W of the 6th P.M., Arapahoe County, Colorado, at a point 850 feet from the North line and 1950 feet from the East line, from water stored in Cherry Creek Reservoir with permission. 5.2.2 Lone Tree Water Reuse Facility outfall to Lone Tree Creek, located in the SW 1/4 NE 1/4 of Section 24, T5S, R67W of the 6th P.M., Arapahoe County, Colorado, at a point 2180 feet from the North line and 2200 feet from the East line or any location where the outfall may be relocated in the future, to Cherry Creek Reservoir, located in Sections 1, 2, 3, 10, 11, 12, 13, 14, 23, and 24, T5S, R67W, 6th P.M.; Sections 31 and 32, T4S R66W, 6th P.M.; and Sections 7, 18 and 19, T5S R66W, 6th P.M., Arapahoe County, Colorado. The initial point of survey of the high water line of the reservoir is located at a point whence the SW Corner of Section 34, T4S R67W, 6th P.M. bears North 54°54' West a distance of 5,856.8 feet. 5.2.3 Proposed Rueter-Hess Reservoir pipeline to Cottonwood Creek, located in or near the SW 1/4 NW 1/4 of Section 14, T6S, R67W of the 6th P.M., Douglas County, Colorado, to Cherry Creek Reservoir as described in Section 5.2.2 above. 5.2.4 Inverness Reservoir outlet to Cottonwood Creek, located in the NW 1/4 SE 1/4 of Section 35, T5S, R67W of the 6th P.M., Arapahoe County, Colorado, at a point 1740 feet from the South line and 2590 feet from the East line, to Cherry Creek Reservoir as described in Section 5.2.2 above. 5.2.5 ACWWA and Cottonwood JWPP concentrate discharge to Windmill Creek, located in the NE 1/4 NW 1/4 of Section 31, T5S, R66W, 6th P.M., Arapahoe County, Colorado, at a point 980 feet from the North line and 1600 feet from the West line or any location where the discharge point may be relocated in the future, to the confluence of Windmill Creek and Lone Tree Creek, located in the NE 1/4 SW 1/4, Section 13, T5S, R67W, 6th P.M., Arapahoe County, Colorado, 1700 feet from the South line and 2450 feet from the West line, to the confluence of Lone Tree Creek and Cottonwood Creek, located in the NE 1/4 SW 1/4, Section 13, T5S, R67W, 6th P.M., Arapahoe County, Colorado, 1970 feet from the South line and 1660 feet from the West line, to Cherry Creek Reservoir as described in Section 5.2.2 above. 5.2.6 Rueter-Hess Reservoir outlet to Newlin Gulch, located in the SE 1/4 SW 1/4 of Section 30, T6S, R66W, 6th P.M.,

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Douglas County, Colorado, at a point 30 feet from the South line and 2250 feet from the West line, to the confluence of Newlin Gulch and Cherry Creek, located in the SW 1/4 SE 1/4, Section 9, T6S, R66W, 6th P.M., Douglas County, Colorado, 70 feet from the South line and 2100 feet from the East line. 5.2.7 Lawn irrigation return flow reaches as decreed or may be decreed in the future for Members and described in Section 4.3.6 above. 5.2.8 Parker Water and Sanitation District WWTP outfall, in the SE 1/4 NE 1/4 of Section 21, T6S, R66W, 6th P.M., Douglas County, Colorado, at a point 2170 feet from the North line and 250 feet from the East line or any location where the outfall may be relocated in the future, to Sulphur Gulch to the confluence of Sulphur Gulch and Cherry Creek, located in the SE 1/4 NE 1/4, Section 21, T6S, R66W, 6th P.M., Douglas County, Colorado, 1800 feet from the North line and 830 feet from the East line. 5.2.9 Pinery WWTP outfalls, described in Section 4.3.4.1.2 above. 5.2.10 Proposed Walker Reservoir outlet, described in Section 4.3.8 above. 5.2.11 Proposed Vessel Reservoir outlet, described in Section 4.3.9 above. 5.2.12 Proposed Chambers Reservoir outlet to Happy Canyon Creek, located in or near the in the SW 1/4 of the SW 1/4 of Section 5, T6S, R66W of the 6th P.M., Douglas County, Colorado, to the confluence of Happy Canyon Creek and Cherry Creek, located in the NW 1/4 NE 1/4, Section 32, T5S, R66W, 6th P.M., Douglas County, Colorado, 700 feet from the North line and 2600 feet from the East line. 5.3 Sources of exchange water. 5.3.1 Decreed tributary water rights described in Section 2.1 above and Table 1 attached to this application, either directly or by successive use of LIRFs or effluent generated from Members’ use of such water rights 5.3.2 Conditional water rights described in Sections 3 above, either directly or by successive use of LIRFs or effluent generated from Members’ use of such water rights. 5.3.3 Nontributary and not nontributary ground water rights owned by the Authority, which are more particularly described in Section 4.2.4 above and Table 2 attached to this application. 5.3.4 Reusable effluent and LIRFs attributable to Members, by agreement or trade, from use of water rights which are more particularly described in Table 3 attached to this application. 5.3.5 Reusable effluent and LIRFs attributable to other Cherry Creek basin entities by agreement or trade. 5.3.5.1 Parker Water & Sanitation District. 5.3.5.2 Stonegate Water & Sanitation District. 5.3.5.3 Town of Castle Rock. 5.4 Amount claimed: a maximum exchange rate 20 c.f.s. for each exchange, conditional. Multiple exchanges may be operated simultaneously. Individual exchange rates will be limited to the amount of substitute supply provided and the lesser of the capacities of the exchange-from and exchange-to points. 5.5 The Authority may from time to time acquire other water rights that may be suitable as sources for the exchanges discussed above. Those additional sources of exchange may be used in the exchanges without further amendment, republication, or additional decrees provided they are adjudicated or administratively approved for purposes of such exchange. 5.6 Appropriation. 5.6.1 Date of appropriation: December 1, 2010. 5.6.2 How appropriation was made: Engineering, field work, planning, adoption of a resolution of the Board of Directors of the Authority, and posting notice of the appropriation. 5.7 Proposed use. 5.7.1 Types of use. All municipal purposes including domestic, agricultural, industrial, commercial, irrigation, augmentation, stock watering, recreation, fish and wildlife, mining, mine reclamation and continuing mine depletions from the exposure of groundwater, and fire protection uses. Water may be produced for immediate application to beneficial use; for storage, including but not limited to the locations described below or by aquifer storage and recovery, and subsequent application to beneficial use or release and rediversion to storage; for exchange purposes; for replacement of depletions resulting from the use of water from other sources; and for all other augmentation and replacement purposes, including augmentation of not nontributary ground water diversions. Water may be used, reused, and successively used to extinction and may be used by disposition to other parties by sale, lease, trade, or other means. 5.7.1.1 Places of storage. Water may be stored at the following locations: 5.7.1.1.1 Walker Reservoir, described in Section 3.1 above. 5.7.1.1.2 Vessel Reservoir, described in Section 3.2 above. 5.7.1.1.3 Rueter-Hess Reservoir. The axis of the dam of Rueter-Hess Reservoir intersects the thread of Newlin Gulch at a point in the SE 1/4 SW 1/4 of Section

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30, T6S, R66W of the 6th P.M., Douglas County, Colorado, which point is approximately 98 feet north of the south section line and 2348 feet east of the west section line of said Section 30. The northwest abutment of the dam is in the SE 1/4 SE 1/4 of Section 25, T6S, R67W of the 6th P.M., approximately 1026 feet west of the east section line, and approximately 708 feet north of the south section line, of said Section 25. The southeast abutment of the dam is in the NE 1/4 SE 1/4 Section 31, T6S, R66W of the 6th P.M., approximately 4227 feet east of the west section line and 2950 feet south of the north section line, of said Section 31. The Authority will obtain any necessary permission before storing water in Rueter-Hess Reservoir. 5.7.1.1.4 Inverness Reservoir, located in the NW 1/4 SE 1/4 and the SW 1/4 SE 1/4 of Section 35, T5S, R67W, 6th P.M., Arapahoe County, Colorado. 5.7.1.1.5 Cherry Creek Reservoir, an on-channel reservoir located in Sections 1, 2, 3, 10, 11, 12, 13, 14, 23, and 24, T5S, R67W, 6th P.M.; Sections 31 and 32, T4S R66W, 6th P.M.; and Sections 7, 18 and 19, T5S R66W, 6th P.M., Arapahoe County, Colorado. The initial point of survey of the high water line of the reservoir is located at a point whence the SW Corner of Section 34, T4S R67W, 6th P.M. bears North 54°54' West a distance of 5,856.8 feet. The outlet works are located in the NW 1/4 NE 1/4 of Section 2, T5S, R67W, 6th P.M., with an approximate latitude of 39°39'08" North and approximate longitude of 104°51'20" West. The Authority will obtain any necessary permission before storing water in Cherry Creek Reservoir. 5.7.1.1.6 Chambers Reservoir, located in Section 8, T6S, R66W of the 6th P.M., Douglas County, Colorado. The centerline of the Chambers Reservoir dam crosses an un-named tributary of Happy Canyon Creek in the NW 1/4 NW 1/4 of Section 8, T6S, R66W of the 6th P.M., Douglas County, Colorado, at a point 340 feet from the North line and 630 feet from the West line of said Section 8. 5.7.1.1.7 Any other location where storage space may be available, whether developed by the Authority or with permission of other entities. 5.7.1.2 All of the places of storage described in this Section are depicted on the map attached as Exhibit A. 5.7.2 Places of use: All areas within the current and future boundaries and service areas of the Members; all areas within the current and future boundaries and service areas of Parker Water and Sanitation District and any other district or municipality limits where use will be made by trade or contract; and all parcels owned by the Authority. The Authority owns the following parcels: the “Vessel Parcel,” located in the East 1/2 of Section 4 and the NW 1/4 of Section 3, T7S, R66W, 6th P.M., Douglas County; the “Walker Parcel,” located in the North 1/2 of Section 34, T7S, R66W, 6th P.M., Douglas County; and the “Franktown Parcel,” located in Section 22 and the North 1/2 of the North 1/2 of Section 27, T7S, R66W, 6th P.M., Douglas County. The places of use are depicted on the map attached hereto as Exhibit B. 6. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. 6.1 Parker Water & Sanitation District, 19801 East Mainstreet, Parker, CO 80138. 6.2 Carolyn Mahoney, 5506 Fir Avenue RRI, Erie, CO 80516. 6.3 Kelty CO Family LLLP; P.O. Box 21, Franktown, CO 80116. 6.4 Allen Yamashita, 6635 E. State Hwy 86, Franktown, CO 80116. 6.5 Town of Parker, 20120 E. Mainstreet, Parker, CO 80138. 6.6 Parker Valley Center VII LLC, 18801 E. Mainstreet, Suite 200, Parker, CO 80134. 6.7 Douglas County Board of Commissioners, 100 Third Street, Castle Rock, CO 80104. 6.8 Timothy & Jennifer Walker, P.O. Box 134, Franktown, CO 80116. 6.9 Edw C Levy Co., 2635 Delta Drive, Colorado Springs, CO 80910 and 8800 Dix Avenue, Detroit, Michigan 48209. 6.10 Ron Kmieciak, 575 N. Highway 83, Franktown, CO 80116. 6.11 Arapahoe County Water and Wastewater Authority, 13031 E. Caley Avenue, Centennial, CO 80111. 6.12 Cottonwood Water and Sanitation District, 2 Inverness Drive East, Suite 200, Englewood, CO 80112. 6.13 Inverness Water and Sanitation District, 2 Inverness Drive East, Suite 200, Englewood, CO 80112. 6.14 Stonegate Village Metropolitan District, 2 Inverness Drive East, Suite 200, Englewood, CO 80112. 6.15 Denver Southeast Suburban Water & Sanitation District (“The Pinery”), 5242 Old School House Road, Parker, CO 80134-5035. 6.16 Melvin H. Mandel Marital Trust, 6490 E. Stroh Road, Parker, CO 80134. 6.17 Forestar (USA)

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Real Estate Group, Inc., 14755 Preston Road, Suite 710, Dallas, TX 75254. 6.18 Vincent A. Yevoli, 82 Mechanic St., Pawcatuck, CT 06379. 6.19 Daniel & Betty C. Zelem, 2501 Walker Rd., P.O. Box 507, Franktown CO 80116. 6.20 Jean K Noe, 3746 E Lincoln Ave., Parker, CO 80134. 6.21 Colorado Division of Parks and Outdoor Recreation; 1313 Sherman Street, #618, Denver, CO 80203. 6.22 United States of America, 1600 Pennsylvania Ave. NW, Washington, DC 20500-0003. 6.23 Pepe Blue DOT, Attention Accounting, 24151 Ventura Boulevard, Calabasas, CA 91302-1449. 7. Integrated project. The structures, water rights, plan for augmentation, and appropriative rights of exchange described in this application are part of the Authority’s integrated water supply for municipal, residential, commercial, and other beneficial purposes by its Members and constitute an integrated system of water rights and structures under C.R.S. § 37-92-301(4)(b). The Authority continues to purchase and change water rights, and to construct and adjudicate recharge, augmentation, and storage projects to integrate additional sources of water into its water supply system. Work performed, effort, and costs expended on any of the water rights or structures that are part of its integrated water system shall, for purposes of demonstrating reasonable diligence in future proceedings involving all water rights described in this application, be considered to be diligence on all features of the Authority’s entire integrated water supply system. (41 pages) 10CW319 DUANE O. KUSKIE, P.O. Box 207, Crook, Colorado 80726,; Attorney: Timothy R. Buchanan, Buchanan and Sperling, P.C., 7703 Ralston Road, Arvada, Colorado 80002, trb@tbvs.net, 303-431-9141. APPLICATION FOR CHANGE OF WATER RIGHT, UNDERGROUND WATER RIGHT, AND APPROVAL OF PLAN FOR AUGMENTATION IN LOGAN COUNTY. 2. Description of Application: The Applicant seeks approval of a plan for augmentation for a structure known as the Kaschke Well No. 16349 for the irrigation of 52 acres of land located in the SE1/4 of Section 35, Township 12 North, Range 48 West of the 6th P.M. Recent investigations have revealed a discrepancy the decreed irrigated acreage for the Kaschke Well No. 16349 and the actual acreage historically irrigated by that structure. The actual historically irrigated acreage coincides with the original well permit for the Kaschke Well No. 16349. In addition to seeking approval of a plan for augmentation for the Kaschke Well No. 16349, the Applicant therefore seeks to change the legal description of the acres that may be irrigated pursuant to the water right decreed to the Kaschke Well No. 16349 from 35 acres in the NW1/4 of the SE1/4 of Section 35, Township 12 North, Range 48 West of the 6th P. M. to 35 acres located in SE1/4 of Section 35, Township 12 North, Range 48 West of the 6th P. M. Finally, Applicant is seeking a new water right for diversion at the existing Kaschke Well No. 16349 structure for the irrigation of a total of 52 acres of land located in the SE 1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M. APPLICATION FOR CHANGE OF WATER RIGHT. 3. Decreed Water Right for Which Change is Sought: Kaschke Well No. 16349. a. Well Permit No.: 16349-R. b. Prior Decree, Case Nos., and Court: Findings and Ruling of the Referee and Decree of the Water Court entered in Case No. W-3970 on May 30, 1974 by the District Court in and for Water Division 1, State of Colorado (“W-3970 Decree”). c. Date of Appropriation: April 17, 1941. d. Decreed Amount of Water: 2.20 c.f.s. e. Decreed Source of Water: Moore’s Creek, tributary to the South Platte River. f. Decreed Use: Irrigation of 35 acres of land located in the NW1/4 of the SE 1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M., Logan County, Colorado. g. Decreed Location of Structure: The decreed location for the Kaschke Well No. 16349 is in the NW1/4 of the SE1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M., Logan County, Colorado, at a point approximately 1350 feet North and approximately 1700 feet West of the SE Corner of said Section 35. h. Detailed Description of Proposed Change: The Applicant seeks to change the description of the irrigated acreage for the water right decreed to the Kaschke Well No. 16349 in the W-3970 Decree from 35 acres of land located in the NW1/4 of the SE 1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M. to 35 acres of land located in the SE1/4 of Section 35, Township 12 North,

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Range 48 West of the 6th P.M. APPLICATION FOR UNDERGROUND WATER RIGHT 4. Name of Well, Permit Registration, or Denial Number: Kaschke Well No. 16349. a. Legal Description of the Well: The Kaschke Well No. 16349 is located in the NW1/4 of the SE1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M., Logan County, Colorado, at a point 1350 feet North and 1700 feet West of the SE Corner of said Section 35. b. Source of Water: Groundwater tributary to the South Platte River. c. Depth of Well: 78 feet. d. Appropriation: i. Claimed date of appropriation: December 31, 2010. ii. How appropriation was initiated: By formation of intent to appropriate followed by, among other actions, the filing of this Application on December 31, 2010. iii. Date water applied to beneficial use: Not Applicable. e. Amount Claimed in Gallons Per Minute: 1000 gallons per minute of time. f. Proposed Use: Irrigation. i. Number of acres historically irrigated: Pursuant to the Findings and Ruling of the Referee and Decree of the Water Court entered in Case No. W-3970 on May 30, 1974 by the District Court in and for Water Division 1, the Kaschke Well No. 16349 was decreed for irrigation of 35 acres of land located in the NW1/4 of the SE 1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M., Logan County, Colorado. ii. Total number of acres proposed to be irrigated under new right: 52 acres of land. iii. Legal description of the land to be irrigated: 52 acres of land located in the SE 1/4, Section 35, Township 12 North, Range 48 West of the 6th P.M., Logan County, Colorado. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION 5. Structure to be Augmented: The Kaschke Well No. 16349 (Well Permit No. 16349-R), described in paragraphs 2 through 4 of this Application. 6. Water Rights to be Used for Augmentation: a. Augmentation Water Generated Pursuant to the Harmony Augmentation Water Right. i. Date of original and all relevant and subsequent decrees: Findings of Fact, Conclusions of Law, Judgment and Decree of the Court, in Case No. 2002CW363, entered by the Water Court, in and for Water Division No. 1 on June 15, 2004, nunc pro tunc, June 7, 2004 (“02CW363 Decree”). ii. Type of Water Right: Surface. iii. Legal Description of Point of Diversion: The Harmony Augmentation Water Right is diverted at the headgate of the Harmony Ditch, which is located in the SW corner of the SW1/4 of Section 19, Township 10 North, Range 49 West of the 6th P.M., Logan County, Colorado. iv. Source of Water: The South Platte River. v. Appropriation Date: December 31, 2002. vi. Amount: 252 c.f.s., but not more than a total of 7,500 acre-feet during any period from November 1 through October 31 of the succeeding year, Conditional. vii. Current Uses: Water diverted pursuant to the Harmony Augmentation Water Right may be used for recharge of the alluvial aquifer, stock watering, recreation, fish and wildlife purposes and fire protection. The water is used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer and for augmentation purposes. The augmentation purposes include designated uses and domestic, industrial and commercial uses, under the Harmony Ditch system, or in the Town of Crook. Water may be fully consumed during the first use of water or recaptured and reused until the water is fully consumed. viii. Amount to be used in this plan for augmentation: (1) The Applicant is the owner of 24 shares of capital stock in The Harmony Ditch Company. As a shareholder in The Harmony Ditch Company the Applicant is entitled to a pro-rata portion of the augmentation water generated by deliveries of the Harmony Augmentation Water Right to the recharge facilities identified in the 02CW363 Decree and allocated to The Harmony Ditch Company. (2) Pursuant to an Agreement between Duane Kuskie and The Harmony Ditch Company, dated October 30, 2003, and recorded as Reception No. 663042, at Book 951 and Page 98 of the Books and Records of the Logan County Clerk and Recorder, Colorado, (“Recharge Site Agreement”), the Applicant is entitled to 80% of the augmentation water generated by deliveries of the Harmony Augmentation Water Right to a recharge site identified in the 02CW363 Decree as Kuskie Ponds, located in the SW1/4 of the North 1/2 of Section 27, Township 11 North, Range 48 West of the 6th P.M., Logan County, Colorado. Pursuant to the 02CW363 Decree, augmentation water delivered to the land owner may be used for all purposed

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authorized by the 02CW363 Decree. The Applicant seeks to use a portion of the augmentation water allocated to him as a source of replacement in this proposed plan for augmentation. b. Augmentation Water Generated Pursuant to the Harmony Augmentation Water Right No. 2. i. Date of original and all relevant and subsequent decrees: A decree confirming the conditional Harmony Augmentation Water Right No. 2 has not yet been entered. The application for conditional water right for the Harmony Augmentation Water Right No. 2 is currently pending in Case No. 2008CW289 before the District Court in and for Water Division No. 1 (“08CW289 Application”). ii. Type of Water Right: Surface. iii. Legal Description of Point of Diversion: The Harmony Augmentation Water Right is diverted at the headgate of the Harmony Ditch, which is located in the SW corner of the SW1/4 of Section 19, Township 10 North, Range 49 West of the 6th P.M., Logan County, Colorado. iv. Source of Water: The South Platte River. v. Claimed Appropriation Date: October 31, 2007. vi. Claimed Amount: 252 c.f.s., but not more than a total of 10,000 acre-feet during any period from November 1 through October 31 of the succeeding year, Conditional. vii. Claimed Uses: Water diverted pursuant to the Harmony Augmentation Water Right No. 2 may be used for recharge of the alluvial aquifer, stock watering, recreation, fish and wildlife purposes and fire protection. The water is used for immediate application to beneficial use, for storage and subsequent application to beneficial use, for substitution and exchange, for replacement of depletions, for recharge of the aquifer and for augmentation purposes. The augmentation purposes include designated uses and domestic, industrial and commercial uses, under the Harmony Ditch system, or in the Town of Crook. Water may be fully consumed during the first use of water or recaptured and reused until the water is fully consumed. viii. Amount to be used in this plan for augmentation: (1) The Applicant is the owner of 24 shares of capital stock in The Harmony Ditch Company. As a shareholder in The Harmony Ditch Company the Applicant is entitled to a pro-rata portion of the augmentation water generated by deliveries of the Harmony Augmentation Water Right No. 2 to the recharge facilities identified in the 02CW363 Decree and the 08CW289 Application and allocated to The Harmony Ditch Company. (2) The 08CW289 Application contemplates that water diverted pursuant to the Harmony Augmentation Water Right No. 2, will be delivered both to the new recharge facilities identified therein and to the recharge sites identified in the 02CW363 Decree. Pursuant to Recharge Site Agreement, the Applicant is entitled to 80% of the augmentation water generated by deliveries of the Harmony Augmentation Water Right No. 2 to the recharge site identified in the 02CW363 Decree as Kuskie Ponds, located in the SW1/4 in the North 1/2 of Section 27, Township 11 North, Range 48 West of the 6th P.M., Logan County, Colorado. The Applicant seeks to use a portion of the augmentation water generated by deliveries of the Harmony Augmentation Water Right No. 2 to the Kuskie Ponds and allocated to him under the Recharge Site Agreement as a source of replacement in this proposed plan for augmentation. c. Additional Sources: Applicant requests approval of procedures to allow additional or alternative sources of replacement water to be added to this plan, including but not limited to, leased water sources. 7. Complete Statement of Plan for Augmentation: Applicant seeks approval of a plan for augmentation to replace out-of-priority depletions associated with the Kaschke Well No. 16349, described in paragraphs 2 through 4 above, for the irrigation of 52 acres located in Section 35, Township 12 North Range 48 West of the 6th P.M., Logan County, Colorado. A center pivot irrigation system is now used to irrigate the entire 52 acres. The approximate irrigated acreage is shown on the attached Exhibit A. Well diversions by the Kaschke Well No. 16349 under this plan will cause delayed depletions to the South Platte River. a. Replacement of out of priority depletions: Applicant will account for any lagged depletions to the South Platte River attributable to the structure known as the Kaschke Well No. 16349, including ongoing depletions from prior pumping, and replace such depletions with the sources identified in Paragraph 3 to the extent those depletions are out-of-priority and replacement is necessary to prevent material injury to senior water rights. b. Accounting Reporting: Applicant will install measuring devices and provide accounting to the State and Division Engineers as may be required for operation of the

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plan. c. Measurement: The amount of water pumped by the Kaschke Well No. 16349 will be measured by the use of a flow meter. The net groundwater consumption shall be calculated as 80% of the measured groundwater pumping for sprinkler irrigation. If any diversions by the well are used for flood irrigation, the net groundwater consumption shall be calculated as 60% of measured groundwater pumping. All such pumping measurements shall be recorded on at least a weekly basis. The meter shall be totalizing flow meters and shall be properly maintained in working order by the Applicant, and shall be tested and certified to be accurate at least once every four (4) years by a registered professional engineer or other person qualified to properly provide such certification. In the event that the flow meter malfunctions, the amount of water withdrawn from the well during the time the flow meter malfunction may be estimated based on either (1) the power records for the pump associated with the well, or (2) termination of the cropped potential consumptive use by use of the Blaney-Criddle method. d. Annual Projection: On or before April 1st of each year, a computer analysis will be made to project net effect on the South Platte River in the upcoming year from the prior projected pumping and from the prior recharge operations by the Harmony Ditch Company, including deliveries to the Kuskie Ponds. For the purposes of projecting the pumping, the average historical pumping from the date of this application shall be used to project pumping for the upcoming irrigation season. Each month, the analysis and projection will be updated and reported to the Division Engineer using the actual pumping, consumptive use, and recharge data. e. Availability of Augmentation Credits: The amount of augmentation water available to the Applicant pursuant to deliveries of the Harmony Augmentation Water Right to the Kuskie Ponds will be determined pursuant to the methodology set forth in the 02CW363 Decree. The amount of augmentation water available to the Applicant pursuant to deliveries of the Harmony Augmentation Water Right No. 2 to the Kuskie Ponds will be determined pursuant to the proceedings in Case No. 08CW289 now pending before the District Court in and for Water Division No. 1. f. .Proposed Methodology for Calculating Depletions. The effects on the South Platte River resulting from the consumptive use of water caused by pumping of the Kaschke Well No. 16349 pursuant to this plan, will be calculated by means of the analytical equations described by Glover (Glover 1977) and others. Although there are various methods for applying the analytical equations described by Glover, the method to be used in this case shall represent a parallel no-flow boundary which requires the following parameters: (1) a boundary condition for the alluvial aquifer indicating the boundary constitute a “no-flow” condition; (2) the width of the aquifer on the side of the river where the well is located, which is commonly referred to as “W”; (3) distance from the river to the location of the well or recharge structure, commonly referred to as “X”; (4) the transmissivity of the aquifer between the well or recharge structure in the river, commonly referred to as “T”; and (5) the specific yield of the aquifer, commonly referred to as “S”. The aquifer parameters for the Kaschke Well No. 16349 will be determined when possible from the U.S. Geological Survey publication entitled Hydrogeologic Characteristics of the Valley Fill Aquifer in the Julesberg Reach of the South Platte River Valley, Colorado (“Hydrogeologic Characteristics”). The purposes of determining the aquifer parameters, the location of the Kaschke Well No. 16349 in relation to the South Platte River was determined by reference to the plates included within Hydrogeologic Characteristics. The “X” and “W” factors in the Kaschke Well No. 16349 will be determined by measurement of the perpendicular distance from the South Platte River to the structure. The “T” factor will be determined by using the transmissivity as specified in Hydrogeologic Characteristics and other information regarding the aquifer condition. To the extent the Kaschke Well No. 16349 is located outside the area of the Hydrogeologic Characteristics, the “X”, “W” and “T” factors will be determined by reference to alternative aquifer data. The specific yield for the aquifer shall be equal to 20%. The Applicant proposes use of the alluvial aquifer setting and the integrated decisions support alluvial aquifer accounting system (“AWAS”), to complete the calculation of the stream depletions. AWAS was developed in 2003 by the Integrated Decision Support System at Colorado State University. AWAS is based upon the Analytical Stream Depletion Model of

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the Office of the State Engineer, Colorado Division of Water Resources, which was developed by Dewayne R. Schroeder in 1987, to compute stream depletions or accretion caused by a well pumping from an aquifer hydraulically connected to the stream. Applicant proposes to use the alluvial aquifer setting of the AWAS program, or other program which incorporates the Glover parallel no-flow boundary method, to determine the timing of stream depletions from the Kaschke Well No. 16349. WHEREFORE, the Applicant request that the Court grant the Application and enter a decree in conformance therewith. (10 pages) 10CW320 COUNTY OF BOULDER, APPLICATION FOR UNDERGROUND WATER RIGHTS, CHANGE OF WATER RIGHT, AND APPROVAL OF PLAN FOR AUGMENTATION INCLUDING APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE IN BOULDER COUNTY. Attorney for Applicant: Gilbert Y. Marchand, Jr., #19870, Gilbert Y. Marchand, Jr., P.C., 2737 Mapleton Avenue, Suite 202, Boulder, CO 80304, 303-444-4256, gym@gymlaw.com. 1. Name, mailing address, e-mail address, and telephone number of applicant: County of Boulder, a body corporate and politic, Parks and Open Space Department, c/o Karen Martinez, Water Resource Specialist, 5201 St. Vrain Road, Longmont, Colorado 80503, (303) 678-6230; kmartinez@bouldercounty.org. 2. Description of application: Applicant herein seeks approval of an augmentation plan for replacement of injurious out-of-priority depletions resulting from net evaporation caused by exposure of ground water at three unlined, former gravel pits in Kenosha Park, located just south of Colorado Highway 52 in Boulder County near Erie, Colorado. In connection therewith, Applicant seeks to change 1.24 cubic feet per second (“cfs”) of the Martha M. Matthews Ditch water right for augmentation purposes. Applicant also seeks an underground water right for each pond, and an appropriative right of substitution and exchange in instances where the augmentation water reaches Boulder Creek below the location of depletions. UNDERGROUND WATER RIGHTS 3. Names of wells and permit numbers: Kenosha Pond, West Pond, and North Pond. A well permit for each pond or all three ponds will be applied for. Applicant requests that the State Engineer’s Office be required to grant a well permit or an amended well permit for each pond or all three ponds in accordance with the decree to be entered herein. 4. Legal description of ponds: 4.A. Kenosha Pond: portions of the south half of the southeast quarter of Section 1, Township 1 North, Range 69 West, of the 6th P.M., Boulder County, Colorado. 4.B. West Pond: northwest quarter of the northwest quarter of Section 12, Township 1 North, Range 69 West, of the 6th P.M., Boulder County, Colorado. 4.C. North Pond: portions of the southwest quarter of the southeast quarter and the southeast quarter of the southwest quarter, Section 1, Township 1 North, Range 69 West, of the 6th P.M., Boulder County, Colorado. 4.D. The location of each pond is shown on Exhibit A (figure entitled “Kenosha Park Proposed Augmentation Infrastructure For Future Operations”), which is attached to the application and incorporated herein by this reference. 5. Source of water: ground water tributary to Boulder Creek, tributary to St. Vrain Creek, tributary to the South Platte River. The estimated depth of the ponds is eight to ten feet. 6. Appropriation information: 6.A. Dates of appropriation: February 20, 1996 for Kenosha and North Ponds; September 13, 1990 for West Pond. 6.B. How appropriations were initiated: Through gravel pit permitting for Kenosha and North Ponds, and through exposure of ground water in West Pond. 6.C. Date water applied to beneficial use: September 2007 for Kenosha Pond; late 1996 or early 1997 for North Pond; prior to September 13, 1990 for West Pond. 7. Amount claimed: 7.(1) Kenosha Pond: 57.64 acre-feet per year, absolute, with the right to continuously divert tributary underground water into the pond to maintain it up to its capacity of 49.73 acre-feet and up to its exposed surface area of 23.4 acres. The rate of 9.8 acre-feet per month is the estimated rate at which the maximum net monthly evaporation occurs. 7.(2) West Pond: 7.39 acre-feet per year, absolute, with the right to continuously divert tributary underground water into the pond to maintain it up to its capacity of 17 acre-feet and up to its exposed surface area of 3.0 acres. The rate of 1.26 acre-feet per month is the estimated rate at

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which the maximum net monthly evaporation occurs. 7.(3) North Pond: 1.23 acre-feet per year, absolute, with the right to continuously divert tributary underground water into the pond to maintain it up to its capacity of 2 acre-feet and up to its exposed surface area of 0.5 acres. The rate of 0.21 acre-feet per month is the estimated rate at which the maximum net monthly evaporation occurs. 7.(4) The amounts claimed above are based on existing conditions. The size of the ponds may vary. Applicant claims a right for each pond in whatever amount or rate, and in whatever measurement units, are actually determined in this proceeding, including amounts and rates greater than those above if so determined herein. 8. Proposed use: recharge, recreation, aesthetic, fish and wildlife, augmentation and replacement. Water will be continuously diverted into each pond, and water may be stored in each pond. The stored water may be released for augmentation and/or replacement purposes. No water will be withdrawn for the proposed uses, except as may be required or incidental to recharge, augmentation, and replacement. 9. Remarks: Each pond will operate pursuant to the augmentation plan decreed herein, and pursuant to any substitute water supply plan(s) approved for operations prior to entry of a final decree herein. CHANGE OF WATER RIGHT 10. Name of water right and structure for which change is sought: Martha M. Matthews (a.k.a. Mathews) Ditch. 11. Description of structure and water rights for which change is sought: 11.A. Original decree: The water right was decreed on June 2, 1882, in Boulder County District Court, Register No. 1313. A subsequent decree was entered by the same court on or around April 11, 1907 in Civil Action No. 5453. 11.B. Decreed legal description: The June 2, 1882 decree describes the headgate location as being at a point near the southwest corner of the southeast quarter of the northeast quarter of Section 11, Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado. The decree in Civil Action No. 5453 confirmed the right to divert the water right at the headgate of the Boulder and Weld County Ditch Company in Section 15, Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado. The map in the box in the lower left corner of Exhibit A depicts the location of the current point of diversion. 11.C. Decreed source: Boulder Creek, a tributary of St. Vrain Creek, a tributary of the South Platte River. 11.D. Appropriation date and priority number: June 1, 1861; Priority No. 8. 11.E. Total amount decreed: 4.6 cubic feet per second (“cfs”). 11.F. Decreed use: Irrigation. 11.G. Amount of water that Applicant intends to change: Applicant owns 100 out of 185 inches of the Martha M. Matthews Ditch water right, but only the amount of 50 inches associated with the Bailey Farm described below, representing 27 percent or approximately 1.24 cfs of the Martha M. Matthews Ditch water right, is the subject of this proceeding. Applicant intends to change the full amount associated with such 27 percent ownership. 12. Complete statement of change: 12.A. Historical use: Applicant’s 27 percent interest in the Martha M. Matthews Ditch water right was historically used for irrigation of up to 120 acres located in Sections 1 and 12, Township 1 North, Range 69 West, of the 6th P.M., Boulder County, Colorado. Said 120 acres were part of property known as the Bailey Farm, a tract of approximately 290 acres which straddles lower Coal Creek and Boulder Creek just south of Colorado Highway 52 near Erie, Colorado. The approximate location of such historical use is depicted on Exhibit B (figure entitled “Historical Place Of Use Of Matthews Ditch Water At Bailey Farm”), which is attached to the application and incorporated herein by this reference. The portion of the water right for which a change is sought herein was used to irrigate a varying crop mix including small grains, corn, alfalfa, and pasture grass. The average annual delivery to the historically irrigated acreage pursuant to the water right sought to be changed herein has been preliminarily estimated as 254.9 acre-feet. This was derived by calculating the average annual diversions attributable to the Martha M. Matthews Ditch water right based on the diversion records of the State Engineer’s Office, and then calculating the amount of such diversions attributable to Applicant’s pro-rata (27 percent) interest, and factoring in a reasonable ditch carriage loss. A summary of records of diversions of the entire Martha M. Matthews Ditch water right from 1950 to 2000 is attached to the application as Table 1. Applicant seeks to determine and quantify the consumptive use resulting from historical use of its

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27 percent interest in the Martha M. Matthews Ditch water right. 12.B. Proposed change: 12.B.(1) Applicant requests that its 27 percent interest in the Martha M. Matthews Ditch water right be changed to augment injurious out-of-priority depletions caused by net evaporation from three former gravel pits on the Bailey Farm property. The ponds are referred to herein as Kenosha Pond, West Pond, and North Pond, and are further described in sections 3 through 9 above. The ponds are located at or near the place of historical use of Applicant’s 27 percent interest in the Martha M. Matthews Ditch water right. The historical use of Applicant’s 27 percent interest in the Martha M. Matthews Ditch water right will be determined and quantified as replacement or consumptive use credits that can be diverted for the augmentation purposes described herein. Applicant claims the right to divert the entire consumptive use for the changed purposes as described herein. Applicant will also determine the return flow pattern associated with historical use of its 27 percent interest in the Martha M. Matthews Ditch water right and maintain such historical return flows as necessary to prevent injury to other water rights. Applicant claims the right to divert up to the entire amount of historical return flows determined herein as necessary for any such required maintenance. When maintenance of historical return flows is not required to prevent injury, and/or when the priority date of the senior calling water right is junior to December 31, 2010, Applicant claims the right to use such historical return flow water for other fully consumptive purposes. 12.B.(2) Pursuant to the proposed change, water represented by Applicant’s 27 percent interest in the Martha M. Matthews Ditch water right will continue to be diverted when it is legally and physically available at the Boulder and Weld County Ditch headgate described above. Some of such diverted water will be accounted for as augmentation or consumptive use credits, while some of it will be accounted for as historical return flows. To make the augmentation or consumptive use credits available and to provide any water required for maintenance of historical return flows, the water diverted at the headgate will either be returned directly back to Boulder Creek via an augmentation or bypass structure to be constructed by Applicant (referred to herein as the “Kenosha Augmentation Station”), or it will be delivered to Kenosha Pond for recharge or release back to the stream system. 12.B.(2)(a) The Kenosha Augmentation Station will be located approximately in the northwest quarter of the northeast quarter of Section 12, Township 1 North, Range 69 West, of the 6th P.M., Boulder County, Colorado. See Exhibit A. Applicant claims the right to locate the station in whatever location or locations are required by the final decree, provided Applicant owns or can acquire the necessary property rights. Water directed into the Kenosha Augmentation Station will return to Boulder Creek generally in the south half of Section 1, Township 1 North, Range 69 West. See Exhibit A. Returns via the Kenosha Augmentation Station will reach Boulder Creek without any significant delay. 12.B.(2)(b) The location of the recharge facility (Kenosha Pond) is described above in section 4.A. See Exhibit A. Water directed into Kenosha Pond for recharge will produce accretions to Boulder Creek. The accretions will reach Boulder Creek generally in the northwest quarter of the southeast quarter of Section 1, Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado. See Exhibit A. The accretions will reach the river with a delayed effect. Applicant will determine the timing and amount of all such returns to Boulder Creek via recharge from Kenosha Pond using appropriate methodology. 12.B.(2)(c) Applicant may also release water from Kenosha Pond directly to Coal Creek via the outlet of Kenosha Pond, located in the southeast quarter of the southeast quarter of Section 1, Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado. See Exhibit A. Such releases will flow down Coal Creek to its confluence with Boulder Creek in the northeast quarter of said Section 1. Applicant claims the right to use such releases for any augmentation or replacement purposes. 12.B.(2)(d) The returns of water to the Boulder Creek stream system via the Kenosha Augmentation Station, recharge from Kenosha Pond, and/or release from Kenosha Pond will be managed as necessary both to replace injurious out-of-priority depletions resulting from net evaporation at the three ponds described herein and to maintain historical return flows in time, amount, and location. APPROVAL OF PLAN FOR AUGMENTATION INCLUDING

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APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE 13. Name(s) of structure(s) to be augmented: three unlined, former gravel pits known as Kenosha Pond, West Pond and North Pond. The structures are not decreed. The application herein seeks water rights for the ponds. No other water rights are diverted from these structures. The locations of the structures are described in section 4 above. 14. Water right(s) or sources to be used for augmentation: 14.A. Applicant’s 27 percent interest (50 inches or 1.24 cfs) in the Martha M. Matthews Ditch water right described above. The decree information, including legal description of point of diversion, source of water, appropriation date and priority number, amount, and decreed and historical uses are described above. 14.B. Such other water as may become available to Applicant from any other source legally available for augmentation or replacement and which can be provided in the amount, at the time and at the location required for augmentation. Applicant also claims the right to use such other water in one or more substitute water supply plans that may be approved for operations prior to entry of a final decree. Applicant seeks or has a lease of fully consumable effluent from the City of Lafayette for use in one or more such substitute water supply plan(s). 15. Complete statement of plan for augmentation: Historical gravel mining on the Bailey Farm resulted in numerous ponds, some of which exposed ground water to the atmosphere before 1981 and some of which exposed ground water to the atmosphere after 1980. Boulder County acquired Bailey Farm and the associated water rights between 1991 and 1994, and is developing the property into a public open-space park known as Kenosha Park. Mining operations have ceased at Kenosha Park. The purpose of this application is to determine and replace injurious out-of-priority depletions to the stream system resulting from evaporation caused by the exposure of ground water to the atmosphere in three post-1980 gravel pits known as Kenosha Pond, West Pond, and North Pond. The existing total amount of surface area of potentially exposed ground water associated with the three ponds is 26.9 acres (23.4 acres at Kenosha Pond; 3.0 acres at West Pond; and 0.5 acres at North Pond). Following guidelines established by the State Engineer’s Office, net evaporation associated with the three ponds is estimated to be 66.26 acre-feet per year for average year conditions, broken down as follows with respect to each pond: 57.64 acre-feet per year at Kenosha Pond; 7.39 acre-feet per year at West Pond; and 1.23 acre-feet per year at North Pond. The on-site evaporative losses from Kenosha Pond, West Pond and North Pond will be lagged back to Boulder Creek to determine the steady-state depletive effect to the stream system using appropriate Glover factors in the Integrated Decision System Alluvial Water Accounting System (IDS AWAS) program with the Glover Analytical Stream Depletion method. Such depletive effects are expected to occur in the following reach along Boulder Creek: between the southwest quarter of the southwest quarter and the northwest quarter of the southeast quarter of Section 1, Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado. See Exhibit A. Applicant proposes to use its 27 percent ownership interest in the Martha M. Matthews Ditch water right to replace out-of-priority depletions resulting from net evaporation caused by the exposure of ground water in the three ponds, at the time and location and in the amount necessary to prevent injury to water rights with priorities senior to December 31, 2010. The replacement water will consist of the consumptive use credits derived from the historical use of Applicant’s 27 percent interest in the Martha M. Matthews Ditch water right. As necessary to prevent injury resulting from such out-of-priority depletions, at times when water is physically and legally available, Applicant will divert such consumptive use credits at the Boulder and Weld County Ditch headgate and direct such water back to the stream via the Kenosha Augmentation Station, recharge accretions from Kenosha Pond, or releases from Kenosha Pond. Water directed to the Kenosha Augmentation Station can be returned to Boulder Creek with no significant delay between the time of diversion and the return to the river. Water placed into Kenosha Pond for recharge is expected to generate accretions to the Boulder Creek stream system with a delayed effect. The timing and amount of consumptive use water placed into recharge, directed to the Kenosha Augmentation Station, and/or released from Kenosha Pond will be managed so that such water will offset in time,

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amount, and location the injurious out-of-priority depletions resulting from net evaporation caused by the exposure of ground water in Kenosha Pond, West Pond and North Pond. Applicant will perform such calculations, measuring, and accounting as necessary to operate and administer this plan for augmentation. 16. Applicant also proposes to use such other water rights or water sources as may become available to Applicant from any other source legally available for augmentation or replacement and which can be provided in the amount, at the time and at the location required for replacement of out-of-priority depletions resulting from net evaporation caused by the exposure of ground water in the three ponds, as necessary to prevent injury to water rights with priorities senior to December 31, 2010. Such other water may consist of fully consumable effluent, other changed direct flow rights, transbasin water, and/or storage water decreed for augmentation or replacement. 17. Appropriative right of substitution and exchange: When there is a valid call from a water right senior to December 31, 2010 being administered against the ponds described herein, and when all or part of the augmentation or replacement water reaches Boulder Creek below the location of all or part of the depletion reach described above in section 15, Applicant will augment injurious out-of-priority depletions via the following appropriative right of substitution and exchange. The reach of the exchange is on Boulder Creek from its confluence with Coal Creek in the northeast quarter of Section 1, Township 1 North, Range 69 West, 6th P.M., Boulder County, Colorado, to the most upstream point of the depletion reach, which point is in the southwest quarter of the southwest quarter of said Section 1. The date of appropriation of the substitution and exchange is December 31, 2010. The appropriation was initiated by Applicant’s formation of the intent to appropriate followed by actions to further and give notice of the appropriation including, but not limited to, the filing of this application. The maximum rate of exchange is 0.2 cfs. The sources of substitute supply for the exchange are Applicant’s 27 percent interest in the Martha M. Matthews Ditch water right described herein, plus any additional augmentation water as described in sections 14.B. and 16. The proposed use is augmentation and replacement. 18. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant owns any such land. Applicant’s address is described above in section 1. AMENDMENTS 2004CW54 AARON P. MILLION, 3172 Stargazer Ct., Fort Collins, CO 80521. c/o William A. Hillhouse II, White & Jankowski, LLP, 511 Sixteenth Street, Suite 500, Denver, Colorado 80202. Amended Application for Water Rights in LARIMER COUNTY. 1. Applicant files this amended application with the intent that it replace in its entirety the original application filed by the Applicant on March 16, 2004. 2. Storage water right: Applicant requests a decree confirming an absolute water right for Million Reservoir No. 1 (“Reservoir”), described as follows: i. Location: The Reservoir is located in the SW1/4NW1/4 of Section, 5, Township 7 North, Range 69 West, Larimer County Colorado. The Reservoir occupies a portion of an existing pond known as the Andrijeski Pond, for which the City of Ft. Collins was decreed a water right in Case No. 04CW361. The location of the dam is described by reference to a point on the dam located in the SE1/4NW1/4 of Section 5, 2320 feet from the north section line and 1450 feet from the west section line of Section 5. ii. The Andrijeski Pond is located on lands owned by the City of Fort Collins. When the water level is high, some water extends onto lands owned by Applicant through Million Agricultural Investments, Ltd. and it is only this portion of the pond which is named Million Reservoir No. 1 for the purpose of this application. Applicant claims only the right to use water from Million Reservoir No. 1 where it is located upon his lands by allowing livestock to drink from it on his lands, and Applicant acknowledges that the filing of this application gives him no right to enter Fort Collins’ property, no right to use water from the

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Andrijeski Pond and no right to install a pump in the Reservoir or to use water for any purpose other than for watering livestock. iii. Applicant has provided notice to the City of Fort Collins, which has consented to the filing and content of this Amended Application. iv. Amount: Applicant claims the right to use up to one acre-foot of water per year. v. Use: Applicant claims the water for purposes of stock watering. vi. Date of appropriation: March 16, 2004. The appropriation was initiated by Applicant’s use of the water for stock watering purposes. This amendment should relate back to the date of the original application. vii. Source: Seepage and run-off collected from lands surrounding the pond, which are tributary to the Cache la Poudre River. (2 pages) 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 February 2011 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original and include $158.00 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.