New Water Court Rule Revisions go into Effect On July 1, 2009 Available at http://www.courts.state.co.us/Courts/Water/Index.cfm Mandatory E-Filing Required for all Water Case Documents filed by Attorneys Is Effective in all Water Divisions July 1, 2009, Including for All Existing Cases. Pro Se Parties Parties need file only one paper copy of each application and document with the Water Court Clerk under Rule 2 of the Revised Water Court Rules. Reference, Bill Number: HB 09-1185, Water Rights Applications Documents and Rule 2 of the Revised Water Court Rules available at http://www.courts.state.co.us/Courts/Water/Index.cfm

DISTRICT COURT, WATER DIVISION 1, COLORADO DECEMBER 2009 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 2009 for each County affected. 09CW177 THE CONSOLIDATED MUTUAL WATER COMPANY, 12700 West 27th Avenue, Lakewood, CO 80215, through their attorneys: Petrock & Fendel, P.C., Frederick A. Fendel, III #10476, Matthew S. Poznanovic #29990, Kara N. Godbehere #36742, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR WATER RIGHT, IN JEFFERSON COUNTY. 2. Structure: Fortune Reservoir Enlargement (Fortune Reservoir is also known as Welton Reservoir). 2.1 Location: Fortune Reservoir Enlargement is an off-stream reservoir located: The South 1/2 of Section 24 and the North 1/2 of Section 25, Township 2 South, Range 70 West of the Sixth P.M., Jefferson County, Colorado. The outlet of the reservoir is located at the South 1/4 corner of Section 24, Township 2 South, Range 70 West of the 6th P.M. 2.2 Source: Clear Creek and surface runoff directly to the reservoir. 2.3 Point of diversion: headgate of the Agricultural Ditch, located on the south bank of Clear Creek in the City of Golden, in the Southwest 1/4 of Section 27, Township 3 South, Range 70 West of the Sixth P.M., Jefferson County, Colorado. 3.Previous decrees: Conditional storage right originally decreed in Case No. 96CW534; most recent diligence decree in Case No. 04CW258; application pending in Case No. 05CW244 (Coal Creek). Fortune Reservoir has decreed storage rights for 10,000 acre feet from Clear Creek, 28.63 acre feet absolute, 9971.37 acre feet conditional. The pending application in Case No. 05CW244 seeks a conditional storage right for 713 acre feet from Coal Creek. 4. The current capacity of Fortune Reservoir is 9803 acre feet. Dead storage is approximately 180 acre feet. An enlargement is planned that will raise the spillway elevation approximately 4.5 feet and increase the capacity to approximately 11,000 acre feet. 5. Claimed conditional water storage right for Fortune Reservoir Enlargement: 5.1 Amount: 1,000 acre feet. 5.2 Fill rate: 50 cfs. 5.3 Source: Clear Creek and surface runoff directly to the reservoir. Clear Creek water is diverted through the Agricultural Ditch and Consolidated’s Welton Pipeline (from the Agricultural Ditch to the reservoir). 5.4 Point of diversion: headgate of the Agricultural Ditch, described above (Clear Creek) and Fortune Reservoir Enlargement (local runoff). 5.5 Use: Municipal, irrigation, domestic, mechanical, commercial, industrial, recreation, fish and wildlife, augmentation and replacement and any other use necessary, desirable, or incidental to the operation of The Consolidated Mutual Water Company’s water system, reuse, successive use, and disposition. The place of use is Consolidated’s Maple Grove service area, as it may exist from time to time, and any other location served now or in the future by Consolidated’s treated water, reuse water, or raw water systems. The present boundary of the Maple Grove service area is shown in the map filed with this application. 5.6 Priority date: December 7, 2009. 5.7 Surface area at high water line: approximately 169 acres. 5.8 Height of dam: 110 feet. 5.9 Length of dam: 5026 feet. 5.10 Appropriation initiated by planning and engineering for raising the dam and spillway, formation of intent by action of the board of directors, filing of this application, and related activities. 6. Owner of land upon which structures are located: Fortune Reservoir Enlargement: Applicant; A portion of the storage pool will be located on land owned by: Cimarron Commercial, LLC, 10050 Olde Wadsworth Boulevard, Westminster, CO 80021. WHEREFORE, Consolidated requests a decree for a conditional water storage right for 1,000 acre feet as described above and for such other and further relief as is warranted by the evidence. 09CW178 S. JOANNE AND JOHN M JACOBSON, III, 320 Gregory Dr., Golden, CO 80403. Telephone: (303) 279-1697. APPLICATION FOR FINDING OF REASONABLE

DILIGENCE IN PARK COUNTY. Date of original decree: 01-15-04 case no. 96CW549 in Water Division One. Well, located SE1/4, S25, T9S, R75W of the 6th PM. Subdivision: Indian Mountain, Lot 108, Unit 2, Filing 25. Source: groundwater. 09CW179 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, PENALTIES AND COSTS. Plaintiffs: THE PEOPLE OF COLORADO, ex rel. DICK WOLFE, State Engineer for the State of Colorado, and JAMES (“JIM”) R. HALL, Division Engineer for Water Division No. 1 v. Defendants: COLORADO GOLF & TURF, INC. AND HIGHWAY 121, LLC. 09CW180 CENTER OF COLORADO WATER CONSERVANCY DISTRICT, c/o Daniel J. Drucker, P. O. Box 1747, Fairplay, Colorado 80440, E-mail: djdrucker@ mailstation.com, (719) 836-1919, CENTENNIAL WATER AND SANITATION DISTRICT, c/o John D. Hendrick, General Manager, 62 West Plaza Drive, Highlands Ranch, Colorado 80129, E-mail: JHendrick@highlandsranch.org, (303) 791-0430 (James W. Culichia, Felt, Monson & Culichia, LLC, 319 North Weber Street, Colorado Springs, Colorado 80903 (719-471-1212), Veronica A. Sperling, Buchanan and Sperling, P.C., 7703 Ralston Road, Arvada, Colorado 80002 (303-431-9141)) APPLICATION FOR WATER STORAGE RIGHT IN PARK COUNTY. 2. Name of Reservoir: James Tingle Reservoir. 3. Legal description of location of dam centerline: The dam centerline is located approximately 920 feet from the East section line and 960 feet from the South section line in the SE1/4 of the SE1/4 of Section 18, Township 8 South, Range 75 West, 6th P.M., Park County, Colorado. The approximate location of James Tingle Reservoir is shown on the map attached to the application as Appendix 1. 4. Source: Michigan Creek, tributary to Tarryall Creek, tributary to the South Platte River. Name(s) of ditch(es) used to fill reservoir and capacity in cubic feet of water per second (cfs): Sessions Ditch, 13 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: Sessions Ditch. The capacity of the Sessions Ditch is 13 cfs. The headgate of the Sessions Ditch is located on Michigan Creek, in the NW1/4 of the SE1/4 of Section 13, Township 8 South, Range 76 West, 6th P.M., at a point approximately 2,056 feet from the East section line and 1,557 feet from the South section line of said Section 13, Park County, Colorado. The approximate location of the Sessions Ditch is shown on the map attached to the application as Appendix 1. 6. A. Date of appropriation: April 22, 2009. B. How appropriation was initiated: Formation of intent to appropriate, acquisition of property interests necessary for construction of reservoir and use of Sessions Ditch; construction of reservoir; diversion of water to storage; application of water to beneficial use. C. Date water applied to beneficial use: October 23, 2009. 7. Amount claimed: A. In acre feet: 235 acre feet per year, 38 acre feet of which is absolute and the remainder of which is conditional, with the right to one refill. B. If off-channel reservoir, rate of diversion in cfs for filling the reservoir: 13 cfs, 6.28 cfs of which is absolute and the remainder of which is conditional. 8. Use: Use, reuse and successive use to extinction for municipal, augmentation, domestic, industrial, commercial, irrigation, stock watering, recreation, fish and wildlife preservation and propagation, fire protection, aquifer recharge purposes, substitution and exchange and replacement within Park County, Colorado, within Centennial’s existing service area in Douglas County, Colorado, including Highlands Ranch, within Centennial’s future service area, and at other locations in the South Platte River Basin. 9. Surface area of high water line: 23.5 acres. A. Vertical height of dam in feet measured vertically from the elevation of the lowest point of the natural surface of the ground where that point occurs along the longitudinal centerline of the dam up to the crest of the emergency spillway of the dam: 26 feet. B. Length of dam in feet: 4,609 feet. 10. Total capacity of reservoir in acre-feet: 400.6 acre feet. Active capacity: 399.8 acre feet. Dead storage: 0.8 acre feet. 11. Name(s) and address(es) of owner(s) or reputed owner(s) of 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: James Tingle Reservoir and the Sessions Ditch are existing structures which will not be modified in connection with this application, and no new diversion facilities or storage structures will be constructed in connection with this application. The name and address of the owner of the land on which the James Tingle Reservoir is located is First National Bank, Trustee of the Frida Bargas Revocable Trust, c/o Peter Loritz, Trust Officer, P.O. Box 555, Fort Collins, CO 80522. The name and address of the owner of the land on which the Sessions Ditch headgate is located is James R. Howell and Phyllis M. Howell, 300 Dahlia Street, Denver, CO 80220. WHEREFORE, Applicants request the Court to enter a decree confirming and approving the water storage right described herein. 09CW181 Bijou Irrigation Company, Bijou Irrigation District, P.O. Box 972, Fort Morgan, CO 80701, Telephone: 970-867-2222; APPLICATION FOR CHANGE OF USE OF PREVIOUSLY DECREED AUGMENTATION CREDITS in WELD AND MORGAN COUNTIES. 1. Name, mailing address, email address and home telephone number of Applicant: Bijou Irrigation Company, Bijou Irrigation District, P.O. Box 972, Fort Morgan, CO 80701, Telephone: 970-867-2222; c/o Michael D. Shimmin, Vranesh and Raisch, P.O. Box 871, Boulder, Colorado 80306, 303-443-6151. 2. Decreed water rights for which change is sought: A. Kiowa Recharge and Storage Project. i. Original and subsequent decrees: The original conditional water right was decreed in Case No. 81CW382 on April 29, 1987. Subsequent decrees finding that diligence had been exercised in the development of the conditional rights and/or that they had been made partially absolute were entered in Case Nos. 93CW024 on May 26, 1994; Case No. 00CW081, on January 18, 2002; and Case No. 08CW18, on August 1, 2008. All of these decrees were entered by the Water Court for Water Division 1. ii. Legal description of structure: This water right is diverted from the South Platte River through the Bijou Canal. It is an existing ditch which diverts from the south side of the South Platte River in the NE 1/4 NE 1/4 of Section 13, T4N, R63W, 6th P.M., Weld County, Colorado. Water is delivered through a headgate on the Bijou Canal where the canal intersects Kiowa Creek in the NE 1/4 of Section 22, T4N, R60W, 6th P.M., Morgan County, Colorado. The Kiowa Recharge Facility is located in parts of Sections 10, 11, 14, 15, 22, and 23, T4N, R60W, 6th P.M., Morgan County, Colorado, as more fully described in the decree entered in Case No. 81CW382 and its exhibits. iii. Decreed source of water: South Platte River. iv. Appropriation Date: 2,400 acre feet, December 17, 1981; 5,000 acre feet, March 7, 1982. Total amount decreed: 7,400 acre feet. v. Decreed uses: Augmentation, recharge, replacement, and exchange. vi. Amount of water that Applicant intends to change: 50% of the augmentation credits generated through the Kiowa Recharge Facility, plus any ditch seepage recharge that occurs in the Bijou Canal above the Kiowa Recharge Project, plus any excess credits that Bijou may obtain from Central. B. Lost Creek West Pond and Lost Creek East Pond. i. Original and subsequent decrees: The original decree for these water rights was entered in Case No. 86CW386 on October 29, 1991. That decree awarded a total of 30 cfs, of which 27.9 cfs was absolute and the remaining 2.1 cfs was conditional. A subsequent decree finding reasonable diligence for the conditional water right was entered in Case No. 97CW273. Both of these decrees were entered by the Water Court for Water Division No. 1. ii. Legal description of structures: These water rights are diverted from the South Platte River through the Bijou Canal. It is an existing ditch which diverts from the south side of the South Platte River in the NE 1/4 NE 1/4 of Section 13, T4N, R63W, 6th P.M., Weld County, Colorado. Lost Creek West Pond is located in the NE 1/4 SW 1/4 of Section 23, T4N, R62W, 6th P.M. at a point 1,720 feet east and 2,350 feet north of the SW corner of said Section 23. Lost Creek East Pond is located in the SE 1/4 SW 1/4 of Section 24, T4N, R62W, 6th P.M. at a point 2,230 feet east and 980 feet north from the SW corner of said Section 24. iii. Decreed source of water: South Platte River. iv. Appropriation date: June 2, 1986. Total amount decreed to structures: 30 cfs to be diverted at the Bijou Canal headgate. Lost Creek West Pond was decreed a water storage right in the amount of 150 acre feet, absolute. Lost Creek East Pond was decreed a water storage right in

the amount of 60 acre feet, absolute. v. Decreed uses: Recharge and augmentation in conjunction with the plan for augmentation described in Case No. 86CW386. vi. Amount of water that Applicant intends to change: 50% of the augmentation credits generated through these ponds, plus any ditch seepage recharge that occurs in the Bijou Canal above Lost Creek West Pond and Lost Creek East Pond, plus any excess credits that Bijou may obtain from Equus. 3. Detailed description of proposed changes: All of the water rights listed above were developed under written Carriage Agreements between Central Colorado Water Conservancy District ("Central") and Bijou for the Kiowa Recharge Facility, and between Equus Farms, Inc. ("Equus") and Bijou for the Lost Creek West and Lost Creek East Ponds. Both Carriage Agreements assigned to Bijou 50% of all augmentation credits that result from the delivery of water to these recharge facilities, and assigned to Bijou all ditch seepage recharge that occurs in the Bijou Canal above these facilities. Also, Bijou may use excess augmentation credits from Central and Equus if not used by them. However, when the initial decrees for these recharge facilities were obtained, the use of the augmentation credits by Bijou was not described. Historically, Bijou has utilized its share of the augmentation credits resulting from these water rights in its previously decreed augmentation plan, which was decreed in Case Nos. W-2704 and W-9172-78, Water Court for Water Division No. 1 ("Bijou Plan"). Recently, the Division Engineer's Office pointed out to Bijou that no existing decree specifically authorized the use of augmentation credits from these facilities in the Bijou Plan. So, this application is being filed to decree the actual historical use by Bijou of the augmentation credits from these facilities. Bijou's share of the augmentation credits from the specific recharge ponds, and all of the ditch loss recharge that occur in the Bijou Canal upstream from the recharge facilities, provide additional replacement water for the Bijou Plan. Because it is impossible to match the timing of depletions from wells, there may be excess credits generated beyond the needs of wells within the Bijou Plan. Any such excess credits may be used for general augmentation purposes outside of the Bijou Irrigation Company service area in accordance with law, and subject to the approval of the State Engineer or Water Court. Bijou already utilizes a detailed measuring and accounting system for the Bijou Plan. The augmentation credits described in this case have already been included in that measuring and accounting system. In this case, Bijou seeks Water Court confirmation of its use of these augmentation credits, and the terms and conditions under which it can do so. 4. Names and addresses of owners or reputed owners of 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. A. The Bijou Canal is owned by the Bijou Irrigation Company. B. The Kiowa Recharge Facility is owned by Central. Bijou has coordinated with Central about the filing of this case, has provided Central with a copy of the application prior to filing, and Central has consented to the filing of this application. C. The Lost Creek West Pond and Lost Creek East Pond are located on land owned by Equus. Bijou has coordinated with Equus about the filing of this case, has provided Equus with a copy of the application prior to filing, and Equus has consented to the filing of this application. D. Bijou is not aware of any other landowner that would be affected by this application. 09CW182 ELAZAR FAMILY TRUST, Shmuel and Drora Elazar, 33 Bargue Lane, Port Ludlow, WA 98365. Telephone: (360) 554-8050. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Elazar Well. Date of original decree: 01-14-2004 in case 96CW595, Water Division 1. Legal description: NW1/4, SW1/4, S14, T9S, R75W of the 6th PM at a distance 1960 feet from South and 400 feet from West.. Street address: 385 Turk Pony Way, Indian Mountain Subdivision, Lot 77, Filing 26, Unit 1. Source: groundwater. Appropriation date: March 31, 1973. Amount: 0.033 cfs, (15 gpm) Conditional.

Depth: Unknown. Use: Household use only in a single family dwelling, not including irrigation. The return flow from such uses shall be returned to the same stream in which the well is located.

09CW183 ANDREW AND TERRI BARR, 12525 Troy St., Henderson, CO 80640. Telephone: (303) 654-9640. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Barr Well. Date of original decree: 12-24-2003 in case 96CW525, Water Division 1. Legal description: SE1/4, NW1/4, S35, T9S, R75W of the 6th PM at a distance 1600 feet from North and 1800 feet from West. Street address: 128 Bear Ln, Indian Mountain Subdivision, Lot 32. Source: groundwater. Appropriation date: March 31, 1973. Amount: 0.033 cfs (15gpm). Depth: Unknown. Use: Household use only in a single family dwelling, not including irrigation. The return flow from such uses shall be returned to the same stream in which the well is located.

09CW184 TIMOTHY BERTSCH AND TRINA CROSSER, 6299 S. CHASE CT., LITTLETON, CO 80123. Telephone: (303) 797-2916. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Date of original decree: 12/17/03 in case no. 96CW764, Water Division 1. Well located NW1/4, SE1/4, S23, T9S, R75W of the 6th PM at a distance 1485 feet from South and 1670 feet from East. Street address: 128 Ithaica Path, Indian Mountain Subdivision, Lot 107. Source: groundwater. Appropriation date: March 31, 1973. Amount: 0.033 cfs. Depth: 3801. Use: Household use only, no irrigation.

09CW185 Crystal Lakes Water and Sewer Association, Inc., c/o Jodean G. Sandquist, Manager, 300 Tami Road, Red Feather Lakes, CO 80545, 303-442-2156. APPLICATION FOR CHANGE OF WATER RIGHTS IN LARIMER COUNTY. All future correspondence and pleadings to: Robert F. T. Krassa, Krassa & Miller, LLC, 2344 Spruce St., Ste. A, Boulder, CO 80302. 2. Decreed name of structure for which change is sought: Upper Lone Pine Lake Reservoir. 3. From previous decrees: a. Original decrees: All entered by District Court for Water Division No. 1, as follows: Date of Decree Case Number Appropriation Date Amount(Acre Ft) Sep 20, 1978 W-7633-74 July 26, 1973 93.73 Jan 21, 1980 W-9287-78 June 30, 1975 25.48 May 25, 1995 91CW116 Oct. 14, 1989 151.79

Total: 271.00 All amounts are conditional. Diligence is current on all three water rights. b. Location: SE1/4 NEl/4, Section 23, Township 10 North, Range 74 West of the 6th P.M., Larimer County. The W-7633 and W-9287 decrees state that the dam axis begins at a point which bears South 6 degrees 10 minutes West, 1570 feet from the NE Corner of said Section 23. The 91CW116 decree states that the dam axis crosses the stream at a point which bears South 13 decrees 23 minutes 30 seconds West 1597.4 feet from the Northeast corner of said Section 23. This location is 350 feet from the east line and 1400 feet from the north line of said Section 23. c. Source: All three of said previous decrees provide that the source of water is the North Fork of Lone Pine Creek, tributary to North Fork Cache la Poudre River, tributary to Cache la Poudre River, tributary to South Platte River. The 91CW116 decree provides for an additional source of water through a pipeline from Killpecker Creek, as stated in detail in that decree. d. Use: The W-7633 and W-9287 decrees state that the water stored may be used for municipal use (including commercial, industrial, domestic, irrigation incident thereto, and sewage treatment, including land disposal), irrigation, recreation, fish and wildlife propagation, and all other beneficial purposes, including the replacement by direct exchange of stream depletions caused by well pumping for the above purposes and uses. The 91CW116 decree states that the irrigation and augmentation uses are associated with the service areas of Crystal Lakes Water and Sewer Association and that of Red Feather Storage and Irrigation Company. e. Historic Use: Not applicable (Conditional). f. Recording: The decree in

W-7633-77 was recorded Nov. 9, 1978 at reception # 278899, book 1905, p824. The decree in 91CW116 was recorded May 30, 1995 at reception # 95030315. All references are to records of Larimer County, Colorado. 4. Proposed Change: Applicant proposes to add Lower Lone Pine Lake reservoir as an alternate storage location for all three above described water storage rights, including the storage of any water delivered through said pipeline from Killpecker Creek, and including the right to fill and refill the Lower Lone Pine Lake reservoir to the extent water is lawfully available under the three above described water rights. a. A decree for a water storage right for Lower Lone Pine Lake reservoir was entered by this Court on November 21, 1979 in Case W-9288-78 for 10.5 acre feet with appropriation date December 12, 1968. Lower Lone Pine Lake reservoir was constructed and that water right is absolute. Applicant proposes to store water under the three above described storage rights of Upper Lone Pine Lake reservoir in an enlarged Lower Lone Pine Lake reservoir, in addition to said existing 10.5 acre foot water right of Lower Lone Pine Lake reservoir. The decree in said case W-9288-78 states that Lower Lone Pine Lake is in the Southeast quarter Section 7, Township 10 North, Range 74 West of the 6th P.M., Larimer County, and that its dam axis begins at a point whence the SE Corner of said Section 7 bears South 28 decrees 26 minutes 29 seconds East 1245.99 feet. b. The axis of the dam for the enlarged reservoir will cross the thread of Lone Pine Creek at a point which is 485 feet from the east line and 1270 feet from the south line of said Section 7. c. The presently planned enlargement of Lower Lone Pine Lake reservoir will have the following dimensions: surface area of high water line 7 acres; vertical height of dam in feet measured vertically from the elevation of the lowest point of the natural surface of the ground where that point occurs along the longitudinal centerline of the dam up to the crest of the emergency spillway of the dam 44 feet; length of dam 400 feet; total capacity of reservoir 100 acre feet; active capacity 100 acre feet; and dead storage zero acre feet. d. The foregoing description is not intended to limit the amount of water which may be stored in an enlarged Lower Lone Pine Lake reservoir. Applicant requests the right to store in an enlarged Lower Lone Pine Lake reservoir, as an alternate storage location, all of the water lawfully available under the above described water rights. Applicant reserves the right to further enlarge said reservoir. The change of water rights described herein shall be equally applicable to any such future enlargement. e. The source of water remains unchanged, as stated in paragraph 3.c above. f. A map showing the locations of Upper and Lower Lone Pine Lake reservoirs is attached as Exhibit A. 5. No other changes are requested. There would be no change in the location or operation of the Killpecker Creek pipeline described in 91CW116 except that it would simply deliver water into Lone Pine Creek until Upper Lone Pine Lake reservoir is constructed. 6. Applicants propose that all terms and conditions of the said decrees which are applicable to the originally decreed storage location of Upper Lone Pine Lake reservoir apply equally to storage of water under those decrees in the enlarged Lower Lone Pine Lake reservoir. 7. Said Decrees in Cases W-7633, W-9287, W-9288 and 91CW116 are res judicata as to all matters except any provisions which may be necessary to prevent injury due to the change here requested. 8. The dam of Lower Lone Pine Lake reservoir is approximately 3.13 stream miles downstream of the decreed location of the dam of Upper Lone Pine Lake reservoir. Upon information and belief, there are no decreed water rights between said locations except a minimum stream flow right decreed in case number 85CW421 held by the Colorado Water Conservation Board. 9. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant Crystal lakes Water and Sewer Association as co-owner with Crystal Lakes Road and Recreation Association, 300 Tami Rd., Red Feather Lakes, CO 80545; Lon & Elizabeth Gatton, 3209 Belmont, Evans, CO 80620; Karl & Jean Russell, 2841 W. Lake St., Ft. Collins, CO 80521-4044; Phillip & Linda Calhoun, 16739 Blue Jay Loop, Nampa, ID 83687-8470; James & Lois Borland, 145 Fairway Lane, Ft. Collins, CO 80525-3701; John Culler III & Francis Culler, 166 Cherry Orchard Ave., Loveland, CO 80537;

Roger & Susan Eggleston, 501 S. Bare Ave., North Platte, NE 69101-5807; Marvin & Betty Jensen, 2315 W. 20th St. Road, Greeley, CO 80634-6647; Sally & Dennis Teusch, 2513 Concord Cr., Lafayette, CO 80026; Steven & Sandra Doerschlag, 36401 County Rd. 43, Eaton, CO 80615-9113; Steven & Jane Koeckeritz, 3921 Capitol Dr., Ft. Collins, CO 80526; Gary & Shari Lemesany, 3219 Silverwood Dr., Ft. Collins, CO 80525-2864; Masaru & Carolyn Funai, 3219 Silverwood Dr., Ft. Collins, CO 80525-2864; K. Patrick & Angela Ray, 3321 W. 147th Ct.’ Broomfield, CO 80020; Jerald Keating, 5816 Lake View Ct., Loveland, CO 80538, WHEREFORE, Applicant prays that this Court enter a decree: (a) Allowing Applicant to store water under its above described water rights of Upper Lone Pine Lake reservoir, in an enlarged Lower Lone Pine Lake reservoir, as an alternate storage location as described herein. (b) Determining that the change of Applicant=s water rights, will not injuriously affect the owner of or persons entitled to use water under a vested water right or a decreed conditional water right. (c) Determining that storage of water at the requested alternate location will fulfill all of the purposes of the subject water rights, including (by way of example and not by way of limitation) providing an augmentation supply as described in the plan for augmentation decreed November 9, 1983 (nunc pro tunc 12/7/78) in consolidated cases W-7631-74 and W-8540-77. (d) For such further and additional relief as the Court may deem proper. ****09CW186 TO 09CW261**** MOTION TO CONSOLIDATE PENDING

09CW262 Plum Creek Hollow Farm, LLC, 7355 S. Perry Park Road, Larkspur, CO 80118, Phone: 303-773-1956, c/o Alix L. Joseph, Burns, Figa & Will, P.C., 6400 S. Fiddler’s Green Circle, Suite 1000, Greenwood Village, CO 80111. Application for Conditional Water Rights and Storage Rights in DOUGLAS COUNTY. Claim for Conditional Surface Water Right: Three points of diversion are included in this Application. Each point of diversion is located on the Applicant’s property situated in Sections 13, 14, 23 and 24, T9S, R68W, 6th P.M. in Douglas County, CO, as more particularly described in Exhibit 1 and shown approximately on Exhibit 2 to the Application (“Property”). The diversion structure at each point described below will be either a surface diversion (headgate) or a headgate well. 1. PCHF No. 1 is located in the NE1/4 of SW1/4 of Section 24, T9S, R68W, of the 6th P.M. 2,580 ft. from the S. line and 2,550 ft. from the W. line of Section 24. The rate of diversion at PCHF No. 1 is 2 cfs, conditional. 2. PCHF No. 2 is located in the NW1/4 of the NE1/4 of Section 24, T9S, R68W, of the 6th P.M. 1,040 from the N. line and 2,335 ft. from the E. line of said Section 24. The rate of diversion at PCHF No. 2 is 2 cfs, conditional. 3. PCHF No. 3 is located in the SW1/4 of the NW1/4 of Section 13, T9S, R68W, of the 6th P.M. 2,190 ft. from the N. line and 1,095 ft from the W. line of Section 13. The rate of diversion at PCHF No. 3 is 2 cfs, conditional. 4. The Applicant requests that PCHF points of diversion Nos. 1, 2, and 3 be permitted to serve as alternate points of diversion for each other. At no time, however, shall the cumulative diversions from PCHF points of diversion Nos. 1, 2, and 3 exceed 6 cfs. B. Source: West Plum Creek. Conditional Storage Rights: A. Place of storage: Applicant seeks the right to have the conditional storage rights stored anywhere on the Property in one or more ponds, hereinafter referred to as the “Glen Grove Ponds” or the “Ponds”, of any configuration, size and location on the Property. At this time, the Applicant plans to construct one pond with the centerline to be located in the NW1/4 of the NW1/4 of Section 24, T9S, R68W, of the 6th P.M., 810 ft. from the N. line and 840 ft. from the W. line of Section 24. This location, however, may change to another location on the Property as further engineering studies are conducted. B. Maximum height of dam in feet: The Glen Grove Pond will be constructed below grade and may not have a traditional dam. The active capacity of the Pond will be controlled by the outlet feature and the level of pump intake for the Pond. C. Amount: Total storage on the Property will not exceed 200 acre-feet, conditional, with the right to refill. D. Points of diversion: The three PCHF points of diversion described above in paragraph 2. E. Reservoir depth: To be provided after construction. F. Surface area at high water line: To

be provided after construction. G. Source: West Plum Creek. H. Dead storage: 0. Appropriation Information: A. Date of appropriation: December 28, 2009 for all of the conditional rights identified above. B. How appropriation was initiated: The overt act of the Applicant filing this Application and performing preliminary analysis of the unappropriated water available for diversion by the rights claimed in this Application and related issues and the location of diversion points. C. Date water applied to beneficial use: Not applicable; the water rights claimed herein are conditional. Uses: Water derived from any and all the rights claimed herein will be used by the Applicant for irrigation use; agricultural use; domestic use; stock watering; fish and wildlife propagation and preservation; dust suppression; storage and maintenance of storage reserves; reservoir evaporation replacement; augmentation and fire protection. Acres to be Irrigated: Applicant runs a horse farm and proposes to use the water rights claimed herein to supplement irrigation water used on the farm. The water rights decreed herein will be combined with other sources of water to irrigate approximately 322 acres which are part of the Property, as shown approximately on the map attached to the Application as Exhibit 3. Place of Use: The water derived from the above-described rights will be used on the Property which is located in portions of Sections 13, 14, 23 and 24, all in T9S, R68W, of the 6th P.M. Names and Addresses of Owners of Land on Which Structures will be Located: Applicant owns all Property upon which structures are located. 09CW263 United States Department of the Interior, National Park Service, Rocky Mountain National Park, Estes Park, CO 80517, Phone: (970) 586-1200. APPLICATION FOR APPROPRIATIVE RIGHTS OF EXCHANGE IN LARIMER COUNTY. 2. Description of points of diversion for exchanged water: A. Alpine Visitor Center Surface Diversion (decreed in Case No. 10050, Boulder County District Court). This structure is located on the north side of a nameless tributary at the headwaters of Fall River in the NE1/4 of the NE1/4 of Section 1, T 5 N, R 75 W, 6 PM, and from which point the NE corner of said Section 1 bears north 21° 48’ east 549 feet. (The corner being a scribed stone of GLO survey of 1882). B. Alpine Visitor Center Well (permit no. 67506-F). This well is located in the NE1/4 of the SE1/4 of Section 36, T 6 N, R 75 W, 6 PM. This well is a point of diversion for a portion of the 150 acre-feet of water for future consumptive use decreed to the Rocky Mountain National Park in Case No. W-8439-76 (W-8788-77). C. Glacier Basin Campground Well (permit applied for). This well is located in the SE1/4 of the NW1/4 of Section 8, T 4 N, R 73 W, 6 PM. This well is a point of diversion for a portion of the 150 acre-feet of water for future consumptive use decreed to the Rocky Mountain National Park in Case No. W-8439-76 (W-8788-77). 3. Previous decrees of water rights to be used for exchange: A. Date entered: October 12, 1955, and supplemented by a decree dated April 16, 1964. B. Case Nos.: Consolidated Civil Nos. 2782, 5016, and 5017. C. Court: United States District Court for Colorado. D. Type of water right: Transmountain from the Colorado River. E. Legal description of Numerous points of diversion and places of storage in points of diversion the Colorado River basin or places of storage: F. Source: Colorado River via Alva Adams Tunnel. G. Amount: The various direct flow and storage water rights associated with the Colorado-Big Thompson Project transported through the Alva Adams Tunnel and decreed in Consolidated Civil Nos. 2782, 5016, and 5017. H. Appropriation: August 1, 1935. I. Decreed use: Irrigation, sanitary, domestic, power, industrial, fisheries, and recreation. 4. Historic Use of Water Rights to be Diverted by Exchange: The United States of America (“United States”) acquired water rights for the Colorado-Big Thompson Project (“C-BT”) in a United States District Court action in the nature of a quiet title suit, and the decrees were entered on October 12, 1955, and supplemented by a decree dated April 16, 1964. Those water rights are subject to the 1938 contract between the United States and the Northern Colorado Water Conservancy District (the “District”). Article 24 of the 1938 Contract between the United States and the District states: There is hereby understood and agreed that the United States shall have the right to permit the release of a sufficient amount of water made available by the project works,

without charge to the National Park Service, not to exceed a total of three second-feet of water at Granby Reservoir pumping plant No. 1 or other points on the project works, said releases to be made to permit the use in Rocky Mountain National Park of a like amount of water for irrigation, culinary, domestic, or related purposes; provided that additional project water shall be released at the same points without charge to permit the use of additional water if needed for culinary, domestic, or related uses in said park; and provided further that the United States through the National Park Service may make, without objection by the District, such additional non-consumptive uses of water as it deems necessary so long as such use does not render the water unavailable to the project, allowing for slight consumptive loss unavoidably incident to such non-consumptive uses. Pursuant to a Memorandum of Understanding and Agreement, dated April 28, 2003, and a subsequent Addendum, dated October 20, 2009, among the National Park Service, the United States Bureau of Reclamation (“Bureau”) and the District, the District and the Bureau have agreed to release C-BT Project water for the exchanges described herein, provided said water is charged against and deducted from the 3.0 cfs referenced in Article 24. Water is pumped from Granby Reservoir Pumping Plant No. 1 to Shadow Mountain Lake, thence flows by gravity into Grand Lake and is diverted through the Alva B. Adams Tunnel to Water Division No. 1. 5. Statement of appropriative rights of exchange: At such times when the diversion and/or withdrawal of water by the Alpine Visitor Center Surface Diversion, the Alpine Visitor Center Well, and/or the Glacier Basin Campground Well would be curtailed by the Division Engineer or Water Commissioner, the National Park Service will ask the Division Engineer or Water Commissioner to request that C-BT Project water be released in order to allow diversions and/or withdrawals to continue by exchange of C-BT Project water. The C-BT Project water to be exchanged will be released by the Bureau from C-BT Project facilities (Lake Estes) to the Big Thompson River, and diverted by exchange on a one-for-one basis by diversions and/or withdrawals by the Alpine Visitor Center Surface Diversion, the Alpine Visitor Center Well, and/or the Glacier Basin Campground Well. The Alpine Visitor Center Well (permit no. 67506-F) is located in the uppermost headwaters of the Fall River and withdraws groundwater that is tributary to the Fall River. The Alpine Visitor Center Surface Diversion (decreed in Case No. 10050, Boulder County District Court) is located on the north side of a nameless tributary at the headwaters of the Fall River. The Glacier Basin Campground Well is located 1,247 feet from Glacier Creek and withdraws groundwater that is tributary to Glacier Creek. The combined maximum rate of exchange of C-BT Project water for all diversions and/or withdrawals will be limited to 0.184 c.f.s. up to 23.35 acre-feet per year. C-BT Project water may be exchanged only to the extent that there is a continuous live stream in the Fall River below the Alpine Visitor Center Surface Diversion and the Alpine Visitor Center Well and/or in Glacier Creek below the Glacier Basin Campground Well. The exchange appropriation date shall be October 20, 2009, the date of the Addendum to the April 28, 2003 agreement among the National Park Service, the Bureau, and the District regarding the use of Article 24 water for this appropriative right of exchange. The appropriative right of exchange will only be operated with the prior approval of the Division Engineer or Water Commissioner and may be subject to transit loss charges, if necessary, to prevent injury to other water rights. The National Park Service will account for its exchange of C-BT Project water and report this information to the Division Engineer using such accounting forms as may be reasonably acceptable to the Division Engineer. 6. Name and address of owner of lands upon which points of diversion for exchanged C-BT Project water are located: United States of America, National Park Service, Rocky Mountain National Park, Estes Park, CO 80517.

09CW264, City and County of Denver, acting by and through its Board of Water Commissioners (“Denver”), 1600 West 12th Avenue, Denver, Colorado 80204, Email: daniel.arnold@denverwater.org, 303-628-6460. Water Division 1, Concerning the Application for Conditional Water Storage Right in DENVER, ADAMS, ARAPAHOE, BROOMFIELD,

JEFFERSON AND DOUGLAS COUNTIES. 1.Name of Reservoir: 2. The South Reservoir Complex. The South Reservoir Complex is comprised of two existing and operational interconnected gravel pit storage vessels currently designated as Miller Reservoir and Cat Reservoir. The two storage vessels are connected by a pipeline so they can be operated as an integrated unit. 3. Legal Description of South Reservoir Complex Storage Vessels: A. Miller Reservoir: A. Miller Reservoir is an existing and operational off-channel gravel pit storage vessel located between the Burlington Ditch and the South Platte River in the S 1/2 of the NE 1/4, NE 1/4 of the SE 1/4, NW 1/4 of the SE 1/4, and SW 1/4 of the SE 1/4 of Section 1, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado. An embankment, which is regulated as a jurisdictional dam by the State Engineer, was constructed along the edge of a portion of the gravel pit to provide additional storage capacity. A map showing the approximate location of Miller Reservoir is attached hereto as Exhibit A. B. Cat Reservoir: Cat Reservoir is an existing and operational off-channel gravel pit storage vessel located adjacent to the South Platte River in the E 1/2 of the NW 1/4, SE 1/4 of the NW 1/4, and the N 1/2 of the SW 1/4 of Section 1, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado. A map showing the approximate location of Cat Reservoir is attached hereto as Exhibit A. 4. Source: The source of water for the South Reservoir Complex is the South Platte River and its tributaries, to include tributary ground water and seepage from the Burlington Ditch that is collected by a ground water mounding drain system that is installed between the Burlington Ditch and the slurry wall surrounding Miller Reservoir. The South Reservoir Complex can currently be filled through the Miller Reservoir turnout on the Burlington Ditch or through the ground water mounding drain system that discharges into Miller Reservoir. 5. Points of Diversion for the South Reservoir Complex: A. Burlington Ditch Headgate: i. Maximum Diversion Rate Claimed: 50 cfs (CONDITIONAL). ii Legal Description: The original headgate of the Burlington Ditch is located on the east bank of the South Platte River in the SW 1/4 of the NE 1/4 of Section 14, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado. The decreed location of the Burlington Ditch headgate may change pursuant to the decree entered in Case No. 02CW403 (Water Division No. 1). A map showing the approximate location of the headgate is attached hereto as Exhibit A. B. Metro Pump Station: i Maximum Diversion Rate Claimed: 50 cfs (CONDITIONAL).ii Legal Description: The Metro Pump Station is located near the Metro Wastewater Reclamation District Treatment Plant (Metro) South Platte River Outfall. The Metro Pump Station diverts treated water from the wastewater treatment plant effluent stream at two points, both of which are located in the NE 1/4 of the NW 1/4 of Section 12, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado. The first point is located approximately 37 feet from the north section line and 1,367 feet from the west section line, while the second point is located approximately 208 feet from the north section line and 1,499 feet from the west section line. The Metro Pump Station diverts treated water from Metro before it reaches the South Platte River and discharges it into the Burlington Ditch. A map showing the approximate location of the pump station is attached hereto as Exhibit A. C. Miller Reservoir Ground Water Mounding Drain System: i Maximum Diversion Rate Claimed: 2 cfs (CONDITIONAL).ii Legal Description: The Miller Reservoir Ground Water Mounding Drain System is generally located between the Burlington Ditch and the slurry wall that surrounds Miller Reservoir. The ground water collected by the dewatering system is discharged into Miller Reservoir at a point located in the NW 1/4 of the SE 1/4 of Section 1, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado, approximately 1,519 feet from the east section line and 2,215 feet from the south section line. A map showing the approximate location of the ground water mounding drain system discharge point is attached hereto as Exhibit A. 6. Date of Appropriation: October 15, 1996. 7. How Appropriation Was Initiated: Board of Water Commissioners approval of the “Board Resource Statement”. This document identifies strategies to be used to meet future demand, to include additional surface storage. 8. Date Water Applied to Beneficial Use: Not applicable since the water right sought herein is conditional. 9. Amount

Claimed: 1,129 acre-feet (CONDITIONAL) with the right to refill up to 1,129 acre-feet. 10. Use: The water diverted and stored under the water right proposed herein will be used for non-agricultural irrigation, commercial, industrial and all municipal uses; including, but not limited to, domestic, mechanical, manufacturing, industrial, power generation, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns, grounds, open spaces, recreation, piscatorial, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, augmentation and/or replacement, adjustment and regulation of Denver’s water supply system, including maintenance of adequate storage reserves, and further exchange within Denver’s water supply system and with other water users. Denver proposes to fully consume the water diverted and stored under this appropriation by storage and subsequent release for use, reuse, successive use, and further exchange and disposition. 11. Place of Use: The water diverted and stored under the water right proposed herein will be placed to beneficial use wherever Denver may, now or in the future, legally provide water. The place of use includes, but is not limited to, Denver’s combined service area as it exists now or may exist in the future, and areas outside Denver’s combined service area pursuant to existing and future water contracts and other related agreements. 12. Capacities of South Reservoir Complex Storage Vessels: A. Miller Reservoir: i. Total Capacity: 2,081 acre-feet. ii. Active Capacity: 2,081 acre-feet. iii. Dead Storage: 0 acre-feet. iv. Approximate Surface Area at the High Water Line: 65 acres. vi. Maximum Depth: 41 feet. B. Cat Reservoir: i. Total Capacity: 1,448 acre-feet. ii. Active Capacity: 1,448 acre-feet. iii. Dead Storage: 0 acre-feet. iv. Approximate Surface Area at the High Water Line: 64 acres. v. Maximum Depth: 32 feet. C. South Reservoir Complex Totals: i. Total Capacity: 3,529 acre-feet. ii. Total Active Capacity: 3,529 acre-feet. iii. Total Dead Storage: 0 acre-feet. 13. Previously Decreed Exchanges: Denver intends to use the water stored under the appropriation sought herein as a legal source of replacement water for exchanges pursuant to Civil Action No. 3635 and Case No. W-8783-77. 14. Names and addresses of any owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: City and County of Denver, Acting by and through its Board of Water Commissioners, 1600 West 12th Avenue, Denver, CO 80204. Burlington Ditch, Reservoir and Land Company, 80 South 27th Avenue, Brighton, CO 80601. Farmers Reservoir and Irrigation Company, 80 South 27th Avenue, Brighton, CO 80601. Wellington Reservoir Company, 80 South 27th Avenue, Brighton, CO 80601. Henrylyn Irrigation District, P.O. Box 85, Hudson, CO 86042. Metro Wastewater Reclamation District, 6450 York Street, Denver, CO 80229. South Adams County Water and Sanitation District, 6595 East 70th Avenue, Commerce City, CO 80022. 15. Remarks: The conditional water storage right sought herein is for 1,129 acre-feet of storage capacity that was constructed at the South Reservoir Complex. This amount is in addition to 2,400 acre-feet that the South Reservoir Complex was originally designed to store. Denver is seeking a water storage right for the original storage capacity of 2,400 acre-feet in pending Case No. 01CW286 Water Division No. 1. 09CW265 THE COLORADO DIVISION OF PARKS AND OUTDOOR RECREATION (State Parks), 1313 Sherman Street, Room 618, Denver, Colorado, 80203, through its attorneys: Office of the Attorney General, Jennifer Mele, Assistant Attorney General and Beth Van Vurst, Assistant Attorney General, 1525 Sherman Street, 7th Floor, Denver, CO 80203, Telephone: (303) 866-5033 or (303) 866-5054. APPLICATION FOR WATER RIGHT, IN JEFFERSON AND DOUGLAS COUNTIES. 2. Name of Structure: Chatfield Reservoir 3. Legal Description: Chatfield Dam is located on the main stem of the South Platte River, the eastern abutment being located in Douglas County in Sections 6 and 7, Township 6 South, Range 68 West, the Western abutment being located in Jefferson County, in Section 1, Township 6 South, Range 69 South, 6th P.M. 4. Source: South Platte River and its tributaries at or above Chatfield dam. 5. Information about the appropriation: A. Date of initiation of appropriation: January 26,

2005 B. How appropriation was initiated: CWCB acceptance and approval of storage allocation in the amount of 1,000 AF to State Parks. C. Date water was put to beneficial use: n/a 6. Amount Claimed: 1,000 acre-feet, conditional, with the right to fill and one re-fill. 7. Use of the Water: Recreation, aesthetics, piscatorial, wildlife, irrigation, domestic, commercial, augmentation and exchange at Chatfield State Park and other Colorado State Parks within the South Platte River Basin. 8. Names and addresses of owners of land on which structures are located or proposed to be located: United States Army Corps of Engineers, 215 N. 17thStreet, Omaha, NE 68102-4978 9. Remarks: The claimed water right is for storage in Chatfield Reservoir to be made available under the Chatfield Reallocation Project. WHEREFORE, the Division of Parks and Outdoor Recreation requests that the Court enter a decree approving the water storage right requested herein. 09CW266 City of Greenwood Village, 6060 S. Quebec, Greenwood Village, CO 80111, through their attorneys: Frederick A. Fendel, III, #10476, Kara N. Godbehere, #36742, PETROCK & FENDEL, P.C., 700 17th Street, Suite 1800, Denver, CO 80202, 303-534-0702. APPLICATION FOR WATER STORAGE RIGHT, APPROPRIATIVE RIGHT OF EXCHANGE, AND APPROVAL OF PLAN FOR AUGMENTATION, IN ADAMS, ARAPAHOE, DOUGLAS, JEFFERSON, WELD, AND DENVER COUNTIES. 2. Name of Reservoir: Tommy Davis Park Pond. 3. Location: NW 1/4 of the NW 1/4 of Section 22, Township 5 South, Range 67 West of the 6th P.M. The center of the dam is located approximately 16 feet from the north section line and 961 feet from the west section line. The center of the pond is located approximately 201 feet from the north section line and 917 feet from the west section line. The location of the pond is illustrated on the attached Exhibit A. 4. Source: A tributary of Goldsmith Gulch, which is a tributary of Cherry Creek, which is a tributary of the South Platte River. 5. Amount claimed: 5 acre-feet and the right to refill with continuous refills (absolute). The City’s intent is to keep the pond full to the extent feasible pursuant to its priority and/or the augmentation plan described herein. 6. Date of appropriation: January 2007 (Date of Tommy Davis Park Master Plan Report, by Design Consultants). 7. How appropriation initiated: Intent to appropriate water for beneficial use and obtaining engineering consultation for Master Plan for park, including pond. Construction of the reservoir. Diversion, storage and use of water. 8. Uses: recreation, irrigation, aesthetic, piscatorial, augmentation, wildlife habitat. 9. Size of Reservoir: 5.00 acre-feet 10. Surface Area: 0.93 acres 11. Maximum height of dam: 7.1 feet 12. Length of Dam: 230 feet 13. Total Capacity of Reservoir: 5.00 acre-feet 14. Active Capacity: 4.93 acre-feet 15. Dead Storage: 0.07 acre-feet 16. Names and addresses of owners of land upon which structure for the water right is located: City of Greenwood Village, 6060 S. Quebec, Greenwood Village, CO 80111. PLAN FOR AUGMENTATION 17. Structures to be augmented: a. Structure: Tommy Davis Park Pond b. Location: NW 1/4 of the NW 1/4 of Section 22, Township 5 South, Range 67 West of the 6th P.M. c. Source: A tributary of Goldsmith Gulch, which is a tributary of Cherry Creek, which is a tributary to the South Platte River. d. Capacity: 5.00 acre-feet e. Uses: Recreation, aesthetic, piscatorial, augmentation, wildlife habitat and irrigation on 19 acres in part of the SW 1/4 SW 1/4, Sec 15, T5S, R67W; SE 1/4 SW 1/4, Sec 15, T5S, R67W; NW 1/4 NW 1/4, Sec 22, T5S, R67W and NE 1/4 NW 1/4, Sec 15, T5S, R67W f. Source of Augmentation Water: Water rights leased through Denver Water pursuant to a lease dated September 9, 2009, for 13 acre-feet per year and attached as Exhibit B. The Denver Water rights may include any water rights owned by the City and County of Denver Board of Water Commissioners and legally available to the Board for augmentation and replacement. Additionally, the nontributary ground water well with Permit No. 30210-F located in the NE1/4 of the SW 1/4 of Section 15, Township 5 South, Range 67 West of the 6th P.M. (as illustrated on Exhibit A), which was originally decreed on July 16, 1973, by the Water Court in and for Water Division 1 for municipal use in Case No. W-2978, and subsequently changed to nontributary status by decree entered on October 2, 1985, by the Water Court in and for Water

Division 1 in Case No. 85CW046, may be used in certain circumstances for augmentation purposes via direct delivery to Goldsmith Gulch, such as when there is a calling water right upstream of the replacement location but downstream of the diversion point for the Tommy Davis Park Pond. The decrees for Case Nos. W-2978 and 85CW046 are attached as Exhibits C and D, respectively. 18. Statement of plan for augmentation: The plan will account for out-of-priority depletions from irrigation and evaporation and replace the depletions with water leased from the Denver Water Board at one or more of the locations with one or more of the water rights described in Exhibit E. Deliveries will be made and measured at the outfall of the respective facility. In certain circumstances nontributary ground water from well with Permit No. 30210-F will deliver augmentation water directly to Goldsmith Gulch. APPLICATION FOR APPROPRIATIVE RIGHT OF EXCHANGE 19. For operation of the Plan for Augmentation, Applicants request one appropriative right of substitute supply and exchange pursuant to Sections 37-80-120 and 37-92-302(1)(a), C.R.S. The exchange will operate within all or part of the following reach: from the Denver Water Board’s points of replacement at or upstream of the proposed Lupton Lakes Reservoir Complex located in the SE ¼ SW ¼, Section 18, Township 1 North, Range 66 West, 6th P.M. up the South Platte River to the confluence of Cherry Creek in the NE ¼ NW ¼, Section 33, Township 3 South, Range 68 West, 6th P.M.; thence up Goldsmith Gulch to the point of depletion on an unnamed tributary of Goldsmith Gulch in the NW ¼ NW ¼, Section 22, Township 5 South, Range 67 West, 6th P.M. The exchange will be administered with a priority date of January, 2007, with a rate of flow up to 2.83 cfs, subject to aggregation. The exchange reach is illustrated on the attached Exhibit F. 20. Owner of land on which structures are located: City of Greenwood Village, 6060 S. Quebec, Greenwood Village, CO, 80111. Exhibits A-F are not listed in the resume, but are available by contacting the Division 1 Water Court or the Applicant’s attorneys. WHEREFORE, Applicant prays for a decree approving its water storage right, appropriative right of exchange, and plan for augmentation and for such other and further relief as may be warranted.

09CW267 WINGSPREAD WEST, LLC – FILED IN WRONG DIVISION. SEE DIVISION 5 FOR RESUME. 09CW268 Town of Lochbuie, c/o Town Manager, 703 Weld County Road 37, Brighton, CO 80603, 303-655-9308. (Steven P. Jeffers, Esq., Matthew Machado, Esq., Lyons Gaddis Kahn & Hall, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900.) APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT IN ADAMS COUNTY. 2.Name of Reservoir: United Reservoir. 3. Legal Description of Location of Reservoir: The reservoir includes two storage cells located on the East side of the South Platte River in the S1/2 of Section 26 and N1/2 of Section 35, T1S, R67W, 6th P.M. in Adams County. 4. Source: South Platte River. Name and Capacity of Ditch Used to Fill Reservoir: United Diversion Facility No. 3: 50 cfs.5. Legal Description of Point of Diversion: United Diversion Facility No. 3 is located on the East bank of the South Platte River in the SW1/4 of Section 26, T1S, R67W of the 6th P.M., in Adams County, approximately 1,531 feet from the South line and 1,636 feet from the West line of said Section 26. A map showing the location of the reservoir and diversion structure is attached as EXHIBIT A. 6. a.Date of Appropriation: October 16, 2002. b.How appropriation was initiated: Applicant entered into a Water Resource Credit Agreement with Bromley District Water Providers, LLC, establishing Applicant’s right to store water in the reservoir. United Diversion Facility No. 3 and a portion of United Reservoir have been constructed. The Town Board adopted a resolution authorizing this application, notice of this claim was posted near the diversion structure for the reservoir, and the application was filed in water court. c. Date water applied to beneficial use: N/A. 7. Amount claimed: 450 acre-feet per year, conditional, with one refill in the amount of 450 acre-feet per year, conditional. Rate of Diversion for Filling the Reservoir: 50 cfs, conditional. 8. Use: Municipal purposes, including domestic, irrigation, industrial, commercial,

stock watering, recreation, fire protection, fish and wildlife propagation, augmentation, replacement, substitution and exchange, and all other municipal uses. Such water is intended for use as part of a unified municipal water system within the Town of Lochbuie and other locations served by the Town by contract. Water may be delivered for such uses to the Beebe Draw via the Beebe Pipeline, or delivered back to the South Platte River for such uses. The area to be irrigated includes residential lawns and gardens, commercial greenhouses, parks, schools, open spaces, greenways, and other landscaped areas. The current Town service area includes portions of Sections 29, 30 and 31, T1N, R65W, and Sections 25, 35, and 36, T1N, R66W, 6th P.M. in Weld County, and Section 1, T1S, R66W and Section 6, T1S, R65W, 6th P.M. in Adams County. 9. Surface area of high water line: The surface area of the reservoir is approximately 131 acres. a. Maximum height of dam in feet: None. The reservoir is a lined gravel pit. b. Length of dam in feet: None. 10. Total capacity of reservoir in acre feet: a. Active capacity: 3,774 acre-feet. b. Dead storage: None. 11. 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: a. The United Diversion Facility No. 3 is on land owned by Henderson Aggregate Ltd., P.O. Box 700, Henderson, CO, 80640. b. The United Reservoir is on land owned by Bromley District Water Providers, LLC, 5460 S. Quebec St., NO. 110, Greenwood Village, CO 80111. c. The United Reservoir may be owned by United Water and Sanitation District, 9145 East Kenyon Avenue, Suite 100, Denver, CO 80237. 12. Remarks or any other pertinent information: Applicant owns an interest in the diversion facilities and reservoir and does not propose to make any modifications of those structures as a result of this application. 09CW269 THE CITY OF STERLING, Colorado c/o Joseph D. Kiolbasa, 421 North 4th Street, Sterling, Colorado 80751, (970) 522-9700. Application for Finding of Reasonable Diligence and to Make Water Rights Absolute and to Correct Legal Description in LOGAN, WASHINGTON AND MORGAN COUNTIES. David F. Jankowski, Alan E. Curtis, White & Jankowski, LLP;, 511 Sixteenth Street, #500, Denver, Colorado 80202, (303) 595-9441. 2. Name of Structures and Water Rights. The conditional water rights and structures decreed in consolidated Cases No. 98CW450 and 00CW253 (the “Consolidated Decree”), including the following (the “Subject Water Rights”): a. Scalva Well Field. b. Sterling Wells No. 7, 8, 10, 15, 21 and 31. c. Pioneer Reservoir. d. Sterling Storage Reservoirs No. 1 and No. 2 e. Sterling Recharge Sites 2 – 5. f. Sterling Right of Exchange. 3. Description of Conditional Water Rights. a. Date of Original Decree: The Subject Water Rights were adjudicated in the Consolidated Decree, on December 31, 2003, by the Division No. 1 Water Court. Sterling Wells No. 7, 8, 10, 15 and 21 had previously been adjudicated absolute water rights in Case No. W-5708, Water Division No. 1, on July 6, 1976. The water rights adjudicated in W-5708 are not at issue in this application. b. Subsequent Decrees Awarding Findings of Diligence: This is the first application for a finding of diligence and to make absolute the Subject Water Rights. c. Legal Description, Source of Water, Appropriation Date, Amount and Use of Subject Water Rights: i. Scalva Well Field: Sterling is entitled by the Consolidated Decree to construct up to 15 wells in the Scalva Well Field. (1) Legal Description: The Scalva Well Field is located in the SW1/4 SW1/4 of Section 13, the SE1/4 SE1/4 of Section 14, the S1/2 SW1/4, the SE1/4, and the SE1/4 NE1/4, and the S1/2 SW1/4 NE1/4 of Section 22, the N1/2, and the N1/2 SW1/4 of Section 23, the W1/2 NW1/4 and the NW1/4 SW1/4 of Section 24, the NW1/4, the W1/2 NE1/4, and the NE1/4 NE1/4 of Section 27, all in T8N, R52W of the 6th P.M., Logan County, Colorado; and all of that part of the N1/2 SW1/4 of Section 27, T8N, R52W of the 6th P.M., Logan County, Colorado, which lies north of the right-of-way of the C.B.& Q. Railroad and west of the county road, containing 1056 acres more or less. (2) Source: Underground water in the alluvium of the South Platte River. (3) Amount: 7,000 g.p.m (15.6 c.f.s.) (4) Appropriation Date: June 30, 1998. (5) Uses: All municipal uses, including, but not limited to, domestic, manufacturing, industrial, commercial,

institutional, power generation, mechanical, fire protection, sewage treatment, street sprinkling, watering of parks, lawns, gardens and other public spaces, irrigation, recreation, piscatorial, wildlife preservation, aesthetic purposes, exchange, augmentation, substitution, and replacement, and for replacement, adjustment and regulation of Sterling’s storage and delivery systems, and those of its users, among themselves and with others. Sterling may divert, store, recharge and use the water directly, by exchange, augmentation, substitution, replacement or otherwise, as may be appropriate to maximize its lawful use. Sterling may reuse, successively use, dispose of, and/or otherwise fully consume such water. The water may be placed to use within the Sterling service area as it now exists or may exist in the future. (6) Depth of Wells: Scalva Wells No. 1 and 2 have each been completed to a depth of 81 feet. ii. Sterling Wells No. 7, 8, 10, 15, 21 and 31: (1) Legal Description: (a) Sterling Well No. 7: Sterling Well No. 7 is located in the NE1/4 SW1/4 of Section 34, T8N, R52W of the 6th P.M., Logan County, Colorado, at a point approximately 2360 feet north and 1470 feet east of the southwest corner of said Section 34. (b) Sterling Well No. 8: Sterling Well No. 8 is located in the NW1/4 SW1/4 of Section 34, T8N, R52W of the 6th P.M., Logan County, Colorado, at a point approximately 1385 feet north and 620 feet east of the southwest corner of said Section 34. (c) Sterling Well No. 10: Sterling Well No. 10 is located in the SW1/4 SW1/4 of Section 34, T8N, R52W of the 6th P.M., Logan County, Colorado, at a point approximately 75 feet north and 775 feet east of the southwest corner of said Section 34. (d) Sterling Well No. 15: Sterling Well No. 15 is located in the NE1/4 NW1//4 of Section 34, T8N, R52W of the 6th P.M., Logan County, Colorado, at a point approximately 1,029 feet south and 1,553 east of the northwest corner of Section 34. (e) Sterling Well No. 21: Sterling Well No. 21 is located in the SE1/4 SW1/4 of Section 27, T8N, R52W of the 6th P.M., Logan County, Colorado, at a point approximately 230 feet north and 1890 feet east of the southwest corner of said Section 27. (f) Sterling Well No. 31: The legal description in the Consolidated Decree is: Sterling Well No. 31 will be located in the SE1/4 SE1/4 of Section 25, T8N, R52W of the 6th P.M., Logan County, Colorado. (i) Sterling has recently discovered that the legal description in the Consolidated Decree locates Sterling Well No. 31 in Range 52 West, though this legal description should have been to Range 53 West. The remainder of the legal description in the Consolidated Decree is accurate. Sterling has requested the court to correct this clerical error in part 6 of this application. (2) Amounts Adjudicated by Consolidated Decree: (a) Sterling Well No. 7: 0.315 c.f.s. (b) Sterling Well No. 8: 0.40 c.f.s. (c) Sterling Well No. 10: 0.17 c.f.s. (d) Sterling Well No. 15: 0.67 c.f.s. (e) Sterling Well No. 21: 0.45 c.f.s. (f) Sterling Well No. 31: 2.67 c.f.s. (3) Source for All Wells: Underground water in the alluvium of the South Platte River. (4) Appropriation Date: The appropriation dates for the water rights adjudicated to these wells in the Consolidated Decree are: (a) Sterling Wells No. 7, 8, 10, 15, 21: June 30, 1998. (b) Sterling Well No. 31: March 21, 2000. (5) Uses: As stated for the Scalva Well Field. (6) Depth of Wells: (a) Sterling Well No. 7: 78 feet. (b) Sterling Well No. 8: 65 feet. (c) Sterling Well No. 10: 86 feet. (d) Sterling Well No. 15: 75 feet. (e) Sterling Well No. 21: 58 feet. (f) Sterling Well No. 31: Not yet constructed. iii. Pioneer Reservoir. (1) Legal Description. (a) Reservoir: The reservoir will be located in the SW1/4 NE1/4 of Section 20, T8N, R52W, 6th P.M., Logan County, Colorado. (b) Feeder Facilities. (i) Pioneer Reservoir Feeder Facility: The Pioneer Reservoir Feeder Facility will be located at a point on the north bank of the ditch 200 feet east from the southwest corner of the SW1/4 NE1/4, Section 20, T8N, R52W, 6th P.M., Logan County, Colorado. (ii) Sterling No. 1 Ditch: The decreed location of the headgate of the Sterling No. 1 Ditch is on the South Platte River in the NW1/4 of Section 19, T7N, R52W, 6th P.M., Logan County, Colorado. (2) Source: (a) Pioneer Reservoir Feeder Facility: Pioneer Drain. (b) Sterling No. 1 Ditch: South Platte River. (3) Amount: 200 acre-feet, with a right to fill and refill. (4) Appropriation Date: June 30, 1998. (5) Uses: All municipal uses, including, but not limited to, domestic, manufacturing, industrial, commercial, institutional, power generation, mechanical, fire protection, sewage treatment, street sprinkling, watering of parks, lawns, gardens and other public spaces, irrigation, recreation, piscatorial, wildlife preservation, aesthetic purposes,

exchange, augmentation, substitution, replacement, and for replacement, adjustment and regulation of Sterling’s storage and delivery systems, and those of its users, among themselves and with others. Sterling may divert, store, recharge and use the water directly, by exchange, augmentation, substitution, replacement or otherwise, as may be appropriate to maximize its lawful use. Sterling may reuse, successively use, dispose of, and/or otherwise fully consume all such water. The water may be placed to use within the Sterling service area as it now exists or may exist in the future, and in any other location to which water may be delivered for application to the uses allowed by this decree. iv. Sterling Storage Reservoirs No. 1 and No. 2. (1) Legal Description. (a) Reservoirs: (i) Sterling Storage Reservoir No. 1: Sterling Storage Reservoir No. 1 will be located in the SW1/4 SW1/4 of Section 27, T8N, R52W, 6th P.M., Logan County, Colorado. (ii) Sterling Storage Reservoir No. 2: Sterling Storage Reservoir No. 2 will be located in the NE1/4 NW1/4 of Section 27, T8N, R52W, 6th P.M., Logan County, Colorado. (b) Feeder Facilities for each reservoir: (i) Henderson-Smith Ditch: The decreed location of the headgate of the Henderson-Smith Ditch is on the south bank of the South Platte River in the NE1/4 SE1/4 of Section 33, T8N, R52W, 6th P.M., Logan County, Colorado. (ii) Henderson-Smith Wells: Henderson-Smith Well No. 1 will be located in the SE1/4 NE1/4 of Section 33, T8N, R52W of the 6th PM, Logan County, Colorado, 2625 feet south and 300 feet west of the northeast section corner of Section 33; Henderson-Smith Well No. 2 will be located in the NW1/4 NW1/4 of Section 34, T8N, R52W of the 6th PM, Logan County, Colorado, 725 feet south and 750 feet east of the northwest section corner of Section 34; Henderson-Smith Well No. 3 will be located in the NW1/4 NW1/4 of Section 34, T8N, R52W, 6th P.M., Logan County, Colorado, 485 feet south and 815 feet east of the northwest corner of said Section 34; Henderson-Smith Well No. 4 will be located in the NW1/4 NW1/4 of Section 34, T8N, R52W, 6th P.M., Logan County, Colorado, 340 feet south and 840 feet east of the northwest corner of said Section 34; Henderson-Smith Well No. 5 will be located in the NW1/4 NW1/4 of Section 34, T8N, R52W, 6th P.M., Logan County, Colorado, 375 feet south and 900 feet east from the northwest corner of said Section 34; Henderson-Smith Well No. 6, located in the NW1/4 SW1/4 of Section 27, T8N, R52W of the 6th PM, Logan County, Colorado, 2100 feet north and 700 feet east of the southwest section corner of Section 27. All wells are located in Logan County, Colorado. The wells have not yet been constructed. (2) Source for Sterling Storage Reservoirs No. 1 and 2: (a) Henderson-Smith Ditch: South Platte River. (b) Henderson-Smith Wells: Underground water in the alluvium of the South Platte River. (3) Amount for Each Reservoir: 200 acre-feet, with a right to fill and refill. (4) Appropriation Date for Each Reservoir: June 30, 1998; (5) Uses: As stated for Pioneer Reservoir. v. Sterling Recharge Sites No. 2 – 5. (1) Legal Description (a) Recharge Sites (i) Sterling Recharge Site No. 2: Sterling Recharge Site No. 2 will be located in the NW1/4 SE1/4 of Section 22, T8N, R52W, 6th P.M., Logan County, Colorado. (ii) Sterling Recharge Site No. 3: Sterling Recharge Site No. 3 will be located in the SE1/4 NE1/4 of Section 22, T8N, R52W, 6th P.M., Logan County, Colorado. (iii) Sterling Recharge Site No. 4: Sterling Recharge Site No. 4 will be located in the NE1/4 SW1/4 of Section 23, T8N, R52W, 6th P.M., Logan County, Colorado. (iv) Sterling Recharge Site No. 5: Sterling Recharge Site No. 5 will be located in the E1/2 SE1/4 NW1/4 and the W1/2 W1/4 NE1/4 of Section 23, T8N, R52W, 6th P.M., Logan County, Colorado. (b) Feeder Facilities for Each of the Recharge Sites: (i) Henderson-Smith Ditch: As described in the preceding subsection. (ii) Henderson-Smith Wells: As described in the preceding subsection. (2) Source: (a) Henderson-Smith Ditch: As described in the preceding subsection. (b) Henderson-Smith Wells: As described in the preceding subsection. (3) Amount: A total of 3,000 acre-feet annually for Recharge Sites No. 2 through 5. (4) Appropriation Date for Each Recharge Site: June 30, 1998. (5) Uses: As stated for Pioneer Reservoir. iv. Sterling Right of Exchange. (1) Location: The Right of Exchange is decreed to operate on the (a) the South Platte River in the reach from the confluence of Cedar Creek and the South Platte River in the NE1/4 SW1/4, Section 25, T9N, R52W, 6th P.M., Logan County, Colorado to the headgate of the Sterling No. 1 Ditch in the NW1/4, Section 19, T7N, R52W, 6th P.M., Logan County, Colorado,

and (b) on the South Platte River and Pioneer Drain in the reach from the confluence of Cedar Creek and the South Platte River to the Pioneer Reservoir Feeder Facility, as described above. The points of diversion by Exchange are described in the Consolidated Decree. (2) Source: South Platte River (3) Amount: 35 c.f.s. (4) Appropriation Date: June 30, 1998. (5) Uses: As stated for the Scalva Well Field. 4. Detailed Outline of Work Done Toward Completion or For Completion of the Appropriation and Application of Water to Beneficial Use. The period for diligence for the Subject Water Rights extends from December 31, 2003, when the Consolidated Decree was entered, through December 31, 2009 (“Diligence Period”). During the Diligence Period, Sterling completed activities including, without limitation, the following activities towards application of all or a portion of the Subject Water Rights to beneficial use to complete the appropriations conditionally adjudicated in the Consolidated Decree: a. Recharge Site No. 4. During the diligence period, with the assistance of its engineering consultants, Bishop-Brogden Associates, Inc. (“BBA”) Sterling planned, surveyed, designed and constructed Recharge Site No. 4 and constructed attendant pumping and delivery facilities to convey water from the Henderson-Smith Ditch to Recharge Site No. 4. Sterling has delivered water to Recharge Site No. 4 under the water right decreed in the Consolidated Decree in each year from 2004 through 2009 and has placed the water to use to replace depletions from Sterling’s municipal wells. A claim to make Sterling’s recharge water rights partially absolute is included below. b. Sterling Right of Exchange. During the Diligence Period, Sterling has operated the Right of Exchange adjudicated in the Consolidated Decree and has made diversions under the Exchange at the headgate of the Henderson-Smith Ditch, placed water in Sterling Recharge Site No. 4 and used the water to replace depletions from Sterling’s municipal wells. A claim to make Sterling’s Exchange partially absolute is included below. c. Scalva Well Field. During 2004, with the assistance of BBA, Sterling planned for, designed, engineered, obtained permits for and constructed the first two wells in the Scalva Well Field. Sterling has installed meters and pumps in Scalva Wells No. 1 and 2, has completed testing of said wells, and said wells will be placed to beneficial use as part of Sterling’s water supply in the future. d. Sterling Wells No. 7, 8, 10, 15 and 21. Each of these wells had been constructed and was used for many years before entry of the Consolidated Decree. Sterling has continued to use each of these wells during each year of the Diligence Period and has obtained permits for and withdrawn water from each of the wells under the water rights confirmed in the Consolidated Decree. Claims to make absolute the water rights adjudicated for these wells in the Consolidated Decree are included below. e. Augmentation Stations. In order to use its pro rata portion of water rights in the Sterling Irrigation Company and the Farmers Pawnee Canal Company, with the assistance of BBA, Sterling planned, surveyed, designed and constructed augmentation stations. The augmentation stations on the Sterling No. 1 Ditch were completed during 2004 and later improved during the diligence period. The augmentation station on the Farmers Pawnee Canal was completed during 2005 and later improved during the diligence period. Since their completion, Sterling has used each of these augmentation stations to deliver water to the South Platte River for use for augmentation purposes and has delivered water to the Recharge Site No. 4 at times when it was not required for immediate augmentation use. In addition, primarily during 2005, Sterling investigated construction of an augmentation station on the Springdale Ditch and conducted discussions with the Springdale Ditch Company regarding the augmentation station. Sterling was assisted by BBA and other consultants in completing these efforts. f. Sterling Recharge Sites No. 2, 3 and 5, Pioneer Reservoir and Sterling Reservoirs No. 1 and 2. During 2006 through 2009, with the assistance of BBA, Sterling investigated construction of and performed preliminary design work and surveys of Recharge Sites 2, 3 and 5. Sterling also completed preliminary investigations pertaining to the design and construction of the each of the reservoirs included in the Consolidated Decree. g. Sterling Water Treatment Plant. Since 2004 and continuing to the present, with the assistance of BBA, Richard P. Arber and Associates and ERO Resources, Inc., Sterling has complied with applicable Colorado water treatment standards and has investigated numerous issues in connection with Sterling’s

consideration of construction of a new advanced water treatment plant to treat water from its city-wide municipal well system including, but not limited to, investigations of treatment and waste disposal options, evaluation of treatment plant capacity, development of cost and economic estimates, evaluation of funding sources, preparation of initial plant design and preparation of a water conservation plan. The water treatment plant will treat water from the Scalva Well Field, Sterling Wells No. 7, 8, 10 and 15 and all other wells which will be used in the city-wide well system. h. Ethanol Plant Wells. In 2005, Sterling filed an application in Case No. 05CW23 to adjudicate its water rights in two wells known as Sterling’s Ethanol Wells and for a plan for augmentation for the wells and an unlined structure near the Sterling Ethanol Plant. The application also sought a water right for Sterling’s pre-existing Well No. 14 to use the well as an augmentation source. Since filing the application Sterling has obtained substitute water supply plans (“SWSP”) to operate the wells and the unlined structure, has developed and circulated a proposed decree and supporting engineering for the proposed decree and otherwise pursued the application. Sterling has been assisted by its water rights attorneys and BBA in completing these efforts. i. Sterling Wastewater Recharge System. The Sterling Wastewater Recharge Storage System (“SWRSS”) is Sterling’s original recharge system. During the Diligence Period, Sterling has delivered water to the SWRSS and placed water to use for decreed purposes and has operated and maintained the SWRSS facilities, including the Sterling Wastewater Treatment Plant and the SWRSS recharge ponds and conveyance facilities. In addition, during the Diligence Period, with the assistance of BBA, Sterling completed the most recent diligence proceeding for the SWRSS water right in Case No. 02CW201 and obtained a decree making the water right partially absolute and continuing the remainder of the water right as conditional. j. Henderson-Smith Wells. Sterling obtained permits for construction of each of the Henderson-Smith Wells and conducted negotiations to obtain power for the wells with Xcel Energy, but has not yet constructed the Henderson-Smith Wells. k. Protection of Water Rights. Throughout the Diligence Period Sterling, with the assistance of its water right attorneys and engineering consultants, has participated actively in numerous matters in Water Division No. 1, before the Colorado Ground Water Commission, in rulemaking proceedings conducted by the Colorado State Engineer and in appeals of those matters to the Water Court and the Colorado Supreme Court in order to protect Sterling’s water rights. Sterling has also commented on numerous SWSPs filed with the Colorado State Engineer and participated in appeals of some of the State Engineer’s SWSP approvals. l. Operation, Maintenance and Improvement Sterling’s Water System. Sterling operates a complex integrated water and wastewater system to divert, treat and deliver potable water to its municipal users, supply public parks and other open spaces owned by Sterling, augment depletions from Sterling’s wells and treat, dispose of and recharge water following its initial use. During the Diligence Period, in addition to the specific activities discussed above, with the assistance of its engineering consultants, Sterling has undertaken substantial efforts to operate, maintain, improve and extend its overall water system to meet the requirements of its municipal users and its own public uses. m. Accounting and Projections. During the Diligence Period, Sterling has, on at least a monthly basis, with the assistance of BBA, prepared and submitted to the State of Colorado, projections of anticipated demand and water availability for the operation of its water system and plan for augmentation and accounting of its actual water usage. In addition, Sterling has completed required annual and five-year analyses of its lawn irrigation return flows and has reported the analyses to the State of Colorado. n. Maintenance of Conditional Water Rights. To the extent that the Subject Water Rights are not made absolute in this matter, Sterling requests the Court to determine and decree that the Subject Water rights remain conditional for all purposes in their full decreed amounts. Sterling’s absolute claim is in part 5 of this application. 5. Claim to Make Water Rights Absolute. a. Sterling Well No. 7. i. Date Water Applied to Beneficial Use: February 2004. ii. Amount: 0.315 c.f.s. (140 g.p.m.) iii. Uses: All municipal uses, including, but not limited to, domestic, manufacturing, industrial, commercial, institutional, power generation, mechanical, fire protection, sewage treatment, street

sprinkling, watering of parks, lawns, gardens and other public spaces, irrigation, recreation, piscatorial, wildlife preservation, aesthetic purposes, exchange, augmentation, substitution, and replacement, and for replacement, adjustment and regulation of Sterling’s storage and delivery systems, and those of its users, among themselves and with others. iv. Description of Place of Use: Sterling water service area. b. Sterling Well No. 8. i. Date Water Applied to Beneficial Use: January 2005. ii. Amount: 0.40 c.f.s. (180 g.p.m.). iii. Uses: As described for Sterling Well No. 7. iv. Description of Place of Use: Sterling water service area. c. Sterling Well No. 10. i. Date Water Applied to Beneficial Use: June 2005. ii. Amount: 0.17 c.f.s. (75 g.p.m.). iii. Uses: As described for Sterling Well No. 7. iv. Description of Place of Use: Sterling water service area. d. Sterling Well No. 15. i. Date Water Applied to Beneficial Use: February 2004. ii. Amount: 0.67 c.f.s. (300 g.p.m.). iii. Uses: As described for Sterling Well No. 7. iv. Description of Place of Use: Sterling water service area. e. Sterling Recharge Site No. 4. i. Date Water Applied to Beneficial Use: May through August, 2009. ii. Amount: 920 acre-feet. iii. Uses: Augmentation of depletions from use of Sterling Wells No. 1 through 30 for all municipal uses. iv. Description of Place of Use: Water was supplied by recharge to the South Platte River to offset depletions from use of Sterling Wells No. 1 through 30 to supply water for use within Sterling’s water service area. f. Right of Exchange. i. Date water Applied to Beneficial Use: July 2008 through August 2009. ii. Amount: 6.26 c.f.s. ii. Uses: Augmentation of depletions from use of Sterling Wells No. 1 through 30 for all municipal uses described above. iv. Description of Place of Use: Water diverted by exchange was placed into Sterling Recharge Site No. 4, from which it was supplied by recharge to the South Platte River to offset depletions from use of Sterling Wells No. 1 through 30 to supply water for use within Sterling’s water service area. g. Absolute Claim. Sterling requests the Court to determine and decree that the Subject Water Rights have been made absolute in the amounts claimed above. 6. Request to Correct Legal Description. Sterling requests the Court to correct the legal description for the Sterling Well No. 31 that is contained in paragraph 9.1.6. of the Consolidated Decree and the location of the place of use contained in 9.1.10. of the Consolidated Decree. a. Clerical Error. Sterling Well No. 31 will be located in Pioneer Park in Sterling and was adjudicated in the Consolidated Decree, paragraph 9.1.10., to irrigate lands within the Park. Pioneer Park is now, and has always been, located in Section 25, T8N, R53W of the 6th P.M., Logan County, Colorado. Because of a clerical error in preparation of the decree for the Consolidated Decree, the location of the well and lands to be irrigated by the well in the Park was described as being in Range 52 West, rather than in Range 53 West. b. Requested Correction. Sterling requests the following corrections to the Consolidated Decree: i. Paragraph 9.1.6. Change the reference to Range 52 West to Range 53 West so that this paragraph reads: Point of Diversion: Sterling Well No. 31 will be located in the SE1/4 of the SE1/4, Section 25, T8N, R53W of the 6th P.M., Logan County, Colorado. ii. Paragraph 9.1.10. Change the reference to Range 52 West to Range 53 West so that this paragraph will read: Use of Sterling Well No. 31: Irrigation of Pioneer Park in the S1/2 of the SE1/4, Section 25, T8N, R53W of the 6th P.M., Logan County, Colorado. 7. Names and Addresses of Owners of Lands or Reputed Owners of Lands Upon Which New or Modified Diversion or Storage Structure is or will be Constructed. The Applicant, City of Sterling, Colorado, at the address shown above, is the owner of all lands on which diversion or storage structures for the Subject Water Rights are or will be constructed. (16 pages and no exhibits). 09CW270 Genesee Water & Sanitation District, c/o S. Scott Jones, Manager, 17301 West Colfax Avenue, Suite 220, Golden, Colorado 80401-4800, (303) 278-9780. APPLICATION FOR CHANGE OF WATER RIGHTS IN JEFFERSON COUNTY. All future correspondence and pleadings to: James R. Montgomery, Richard J. Mehren, Holly C. Meyer, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, Colorado 80306. 2. Decreed names of structures for which change is sought: A. Cold Spring Gulch Reservoir Pipeline. B. Cold Spring Gulch Reservoir. 3. From previous decrees: A. Cold Spring Gulch Reservoir Pipeline: (1) Decree

entered: September 11, 1975, Case No. W-1515-79, District Court, Water Division No. 1. (2) Decreed point of diversion: At a point on the left bank of Bear Creek whence the NW corner of Section 31, Township 4 South, Range 70 West of the 6th P.M., bears North 15º15’ West 350 feet, in Jefferson County, Colorado. (3) Source: Bear Creek. (4) Appropriation date: October 2, 1971. (5) Amount of water: 8.75 cfs, CONDITIONAL. (6) Use: Recreation, irrigation, domestic, municipal and other beneficial uses. (7) Historical use: Not applicable because the water right is conditional. The decree entered on June 30, 2009 in Case No. 2003CW145, District Court, Water Division No. 1, continued this conditional water right in full force and effect until the end of June, 2015. B. Cold Spring Gulch Reservoir: (1) Decree entered: September 11, 1975, Case No. W-1515-79, District Court, Water Division No. 1. (2) Decreed location of reservoir: In Section 25, Township 4 South, Range 71 West of the 6th P.M., in Jefferson County, Colorado. (3) Source: Cold Spring Gulch and Bear Creek. (4) Appropriation date: October 2, 1971. (5) Amount of water: 225 acre-feet, CONDITIONAL. (6) Use: Recreation, irrigation, domestic, municipal and other beneficial uses. (7) Historical use: Not applicable because the water right is conditional. The decree entered on June 30, 2009 in Case No. 2003CW145, District Court, Water Division No. 1, continued this conditional water right in full force and effect until the end of June, 2015. 4. Description of change of water rights and additional remarks: Genesee owns and operates the Genesee Mountain Pipeline for the diversion of water from Bear Creek for use by Genesee. The Genesee Mountain Pipeline was decreed in Case No. W-157, District Court, Water Division No. 1, for the diversion of 8.75 cfs of water from Bear Creek at the point of diversion described in paragraph 3.A.(2) above. This diversion point, which is located immediately upstream of the confluence of Cold Spring Gulch with Bear Creek, is the same point of diversion that is decreed for the diversion of water by the Cold Spring Gulch Reservoir Pipeline water right from Bear Creek to fill Cold Spring Gulch Reservoir. The Genesee Mountain Pipeline structure can deliver water directly to Genesee’s water treatment plant and, by delivery through Genesee’s municipal water system, to Genesee Augmentation Reservoir No. 1, which is claimed in this application as an alternate place of storage for the subject conditional water rights described in paragraph 3, above. The Genesee Mountain Pipeline structure can also deliver water directly to Genesee Augmentation Reservoir No. 2, which is also claimed in this application as an alternate place of storage for the subject conditional water rights described in paragraph 3, above. Therefore, with respect to the diversion of water from Bear Creek, no change in point of diversion is required for the diversion and delivery of the subject conditional water rights to the alternate places of storage claimed herein. Genesee Augmentation Reservoir No. 1 is located in the NW1/4 SW1/4, Section 30, Township 4 South, Range 70 West of the 6th P.M. Genesee Augmentation Reservoir No. 2 is located in the SE1/4, Section 25, Township 4 South, Range 71 West of the 6th P.M. Genesee does not seek to store water decreed to the subject Cold Spring Gulch Reservoir conditional water right from Cold Spring Gulch in Genesee Augmentation Reservoir No. 1 or Genesee Augmentation Reservoir No. 2, the alternate places of storage claimed herein. Genesee also owns other water rights that are decreed for diversion from Bear Creek at the Genesee Mountain Pipeline. The map attached hereto as Exhibit A depicts the general locations of the structures involved in this application, Cold Spring Gulch Reservoir, Cold Spring Gulch Reservoir Pipeline/Genesee Mountain Pipeline, Genesee Augmentation Reservoir No. 1, and Genesee Augmentation Reservoir No. 2. Genesee will use water stored under the subject conditional water rights for any beneficial uses decreed to said rights including, without limitation, augmentation and replacement of depletions as may be required by decrees governing the use of Genesee’s water rights or direct application to any decreed beneficial use. 5. The names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Genesee is the owner of the land on which Genesee Augmentation Reservoir No. 1 and Genesee Augmentation Reservoir No. 2 are located and upon which water will be stored. The subject conditional water rights will be

placed into use within Genesee’s service area. It is not practical to identify the names and addresses of the owners of all such property. The water stored under the subject conditional water rights may also be used at other locations in the South Platte River Basin pursuant to temporary lease or other contract with Genesee. WHEREFORE, applicant, Genesee Water & Sanitation District respectfully requests the Court to find that the change of water rights proposed herein will not result in injury to the vested and decreed conditional water rights of others and to enter a decree approving the change of water rights requested in this application, together with such other and further relief as the Court deems appropriate. 09CW271, City of Longmont (“Longmont” or “City”), c/o Public Works and Natural Resources Department, 1100 South Sherman Street, Longmont, Colorado 80501, 303-651-8376. Copies of 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 WATER RIGHTS, CHANGE OF WATER RIGHTS, AND APPROVAL OF PLAN FOR AUGMENTATION IN BOULDER AND WELD COUNTIES. I. APPLICANT AND INTRODUCTION. 2. Introduction: By this Application, Longmont seeks to adjudicate a post-mining augmentation plan for several parcels collectively known as the Saint Vrain Integrated Augmentation Plan Project (the “Project” or “Project Property”). Portions of the Project Property are still presently being mined for construction aggregates by Aggregate Industries – WCR, Inc. (“AI”), pursuant to Permit #M-1989-029 issued by the Colorado Division of Reclamation, Mining & Safety (a/k/a the “Distel Permit”). A vicinity map attached as Exhibit A hereto shows the general location of the Project, including the boundaries of the Distel Permit. The Project Property previously consisted of several individual parcels that are now owned (with the exception of two small homestead parcels) by Longmont, jointly owned by Longmont and Boulder County, and/or under option to Longmont. Longmont and AI are entering into a Second Amended and Restated Mineral Lease (the “Mineral Lease Agreement”), confirming and clarifying certain responsibilities of the parties with respect to the Project. In accordance with the Mineral Lease Agreement, the mined Project Property will be reclaimed by AI as an open space greenway for the City, consisting of ponds, streams, wetlands and natural vegetation. Certain of these features will result in new depletions to the St. Vrain Creek and South Platte River. Longmont is responsible under the Mineral Lease Agreement for the adjudication of a water supply for the post-mining reclamation of the Project. The purpose of this Application is to adjudicate a plan for augmentation to replace out-of-priority depletions associated with the Project upon completion of mining. Such out-of-priority depletions will be replaced using the historical net stream depletions attributable to Longmont’s interests in the Coffin Davis Ditch, and, as necessary, other sources of water owned by Longmont that have previously been decreed for augmentation purposes. The Coffin Davis Ditch diverts from Dry Creek, a tributary of the St. Vrain, and has historically been used to irrigate the majority of the Project Property. A change of water right claim for the Coffin Davis Ditch is included in this Application, in addition to claims for appropriative rights of exchange to facilitate storage of the changed Coffin Davis Ditch water in Union Reservoir. This Application also includes a claim for a new surface water right, to be diverted and used, when available in-priority at any time of the year, to support the open space purposes within the Project Property. II. CLAIM FOR CHANGE OF WATER RIGHT. 3.Decreed water right for which change is sought: A. Name of structure: Coffin Davis Ditch. B. Date of original and all relevant subsequent decrees: i. Original: The original decree for the Coffin Davis Ditch was entered on June 2, 1882, in Civil Action No. 1327, District Court, Boulder County, Colorado. ii. Prior change: A decree was entered on August 28, 1981 in Case No. 81CW06, District Court, Water Division No. 1 (the “1981 Decree”), changing 17.3 c.f.s. of Priority 31 to the alternate point of diversion described below. C. Decreed legal description of structure: i. Original point of diversion: On the south bank of St. Vrain Creek, approximately 40 rods north of the Southeast corner of the E1/2 SE1/4 of Section 12, Township 2

North, Range 69 West, 6th P.M., Boulder County, Colorado. ii. Alternate point: In the SW1/4 of Section 7, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, at a point commencing at the SW corner of Section 7, whence the West one-quarter corner of said Section 7 bears North 00º00’00” East, thence North 88º03’49” East 999.07 feet to the point of diversion, as depicted on the attached Exhibit B. D. Decreed source of water: St. Vrain Creek; 17.3 c.f.s. changed by the 1981 Decree to Dry Creek, a tributary of St. Vrain Creek, as an alternate point of diversion. E. Appropriation date: June 1, 1866 (Priority 31); June 1, 1871 (Priority 45). F. Total amount decreed to structure: The Coffin Davis Ditch was adjudicated in the amount of 1200 customary inches, for Priorities 31 & 45, combined, which amount has been interpreted by the State Engineer of the State of Colorado as being the equivalent of 27.05 c.f.s. Of this, the 1981 Decree changed Priority 31, in the amount of 17.3 c.f.s., to the alternate point of diversion. G. Decreed uses: Irrigation and stock water. H. Amount of water that Applicant intends to change: Longmont owns and/or has a lease-purchase option for the entire 17.3 c.f.s. interest changed by the 1981 Decree, and seeks to further change such 17.3 c.f.s. (the “Longmont Coffin Davis Right”) for the purposes described below. 4. Detailed description of proposed change: A. Historic use: The Longmont Coffin Davis Right has historically been used to irrigate up to 336.5 acres of land generally located in portions of Sections 7, 8, 17 and 18, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado. These lands are depicted on the map attached hereto as Exhibit B. The calculated monthly irrigation diversions for the Longmont Coffin Davis Right are summarized for the years 1950 through 1990 on the attached Exhibit C. B. Changes requested: In addition to the irrigation and stock water uses already decreed, Longmont requests approval of an alternate use of the Longmont Coffin Davis Right for direct use and storage for municipal, reclamation, replacement, augmentation and exchange uses, both within and without Longmont’s city limits. “Municipal use” includes all municipal uses, such as, but not by way of limitation, domestic, commercial, manufacturing, industrial, agricultural, watering of parks and lawns and gardens, fire protection, generation of electric power and power generally, recreation, fish and wildlife propagation, wastewater treatment, street sprinkling, and maintenance of adequate storage reserves. Such purposes shall include the right to use, reuse, successively use and dispose of the water to extinction. Diversions of the Longmont Coffin Davis Right for the alternate uses will continue to be made at the existing headgate on Dry Creek, when in priority. The water will then be measured and either wholly or partially returned to Dry Creek and/or delivered to the Project. A portion of the Longmont Coffin Davis Right may continue to be used for the original decreed irrigation purpose, with proportionate reductions in the amount available to Longmont for the alternate uses. When Longmont elects to divert under the Right for the foregoing alternate uses, it may store water from the Longmont Coffin Davis Right in Union Reservoir and any enlargement thereof, located in Sections 29, 30, 31 and 32, Township 3 North, Range 68 West of the 6th P.M., and upon parts of Sections 5 and 6, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado, and depicted on Exhibit A. Such storage will occur pursuant to the exchanges described in Section IV, below, and/or by re-diversion at Longmont’s Pump Station No. 2, a proposed pump and pipeline to carry water from St. Vrain Creek to Union Reservoir, with an inlet to be located at a point on the west bank of St. Vrain Creek approximately 190 feet North and 2700 feet East of the Southwest corner of Section 4, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado, and depicted on Exhibit A. C.Maintenance of return flows: Longmont will maintain historic return flows as necessary to meet valid calls by water rights senior to December 30, 2009, using the Longmont Coffin Davis Right water made available to Longmont pursuant to the changes requested in this Application and/or any other water available to Longmont that is fully consumable or is otherwise decreed for such purposes, including, without limitation, the following: i. Longmont’s right to transmountain water derived from the United States Department of the Interior, Bureau of Reclamation, Colorado-Big Thompson Project, via the St. Vrain Supply Canal and the Southern Pipeline. The point of delivery to St. Vrain Creek of said Supply Canal is located in the NW1/4 NW1/4 of

Section 20, Township 3 North, Range 70 West of the 6th P.M., Boulder County, Colorado. Said Supply Canal has a capacity of 575 c.f.s. These rights will include Longmont’s share of water rights resulting from the Windy Gap Project (a/k/a Six Cities Transmountain Diversion). The Windy Gap Project is a transmountain water diversion project that delivers water from the Colorado River Basin to the South Platte River Basin. Decrees for the Windy Gap Project include, without limitation, the decrees entered on October 27, 1980 in Civil Action No. 1768, District Court, Grand County, State of Colorado and Case Nos. W-4001 and 80CW108, District Court, Water Division No. 5; the decree entered on February 6, 1989 in Case No. 88CW169, District Court, Water Division No. 5, State of Colorado; and the decree entered on July 19, 1990 in Case No. 89CW298, District Court, Water Division No. 5, State of Colorado. Notwithstanding the foregoing, any decree entered pursuant to this Application shall be subject to and shall not affect in any way the right of the Northern Colorado Water Conservancy District to regulate any such use of Colorado-Big Thompson project water or facilities by Longmont pursuant to and in accordance with applicable law, the provisions of the repayment contract between the Northern Colorado Water Conservancy District and the United States of America, the allotment contracts between Longmont and the Northern Colorado Water Conservancy District, and the rules, regulations and policies of the District, as may be amended from time to time. ii. Button Rock Reservoir (Amended Lyons Storage Reservoir), Reservoir Priority No. 33, appropriation date February 8, 1910, for 1,765 acre-feet; Button Rock Reservoir (Enlarged and Amended Longmont Reservoir No. 3), Reservoir Priority No. 35, appropriation date July 3, 1926, for 2,866.5 acre-feet; Button Rock Reservoir (Enlarged and Amended Longmont Reservoir No. 3) First Enlargement, Reservoir Priority No. 53A, appropriation date May 27, 1964, for 13,330.7 acre-feet; Button Rock Reservoir (Enlarged and Amended Longmont Reservoir No. 3) Second Enlargement, Reservoir Priority No. 53B, appropriation date May 27, 1964, for 32,551.1 acre-feet, conditional. The foregoing rights and priorities were adjudicated by decree dated February 25, 1971, in Civil Action No. 20716 in the District Court in and for Boulder County. This instream reservoir is located on the North St. Vrain Creek in Sections 17, 18, 19 and 20, Township 3 North, Range 71 West of the 6th P.M., and Sections 13 and 24, Township 3 North, Range 72 West of the 6th P.M., Boulder County, Colorado. iii. Longmont’s right to Union Reservoir water derived from its ownership in the Union Reservoir Company under the following water rights and priorities: Priority No. 51, New Series, adjudicated March 13, 1907 by the District Court, Boulder County, for 13,219 acre-feet of storage with an appropriation date of October 6, 1902; refill decree entered March of 1977 in Case No. W-7486, District Court, Water Division No. 1, for 5,879 acre-feet of storage with an appropriation date of May 1, 1973; conditional storage right for Union Reservoir enlargement entered in Case No. 86CW394, District Court, Water Division No. 1, on February 19, 1991 for 19,802 acre-feet of storage with an appropriation date of October 28, 1986; and any other of Longmont’s water rights decreed for storage in Union Reservoir and for augmentation, replacement, and exchange. Releases from Union Reservoir are delivered, via Spring Gulch, to the Saint Vrain Creek in the SE1/4 of Section 7, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado. iv. Replacement, augmentation and exchange water available from Longmont’s interests in the following ditches diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 on May 20, 1983, in the following cases: Case No. 81CW355, Longmont Supply Ditch; Case No. 81CW356, Rough & Ready Ditch; Case No. 81CW357, Smead Ditch; Case No. 81CW360, Palmerton Ditch; Case No. 81CW361, Oligarchy Ditch; and Case No. 81CW362, Swede Ditch. v. Replacement, augmentation and exchange water available from Longmont’s interests in the following ditches diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 on October 29, 1991, in the following cases: Case No. 87CW212, Longmont Supply Ditch; Case No. 87CW213, Rough & Ready Ditch; and Case No. 87CW214, Oligarchy Ditch. vi. Replacement, augmentation and exchange water available from Longmont’s interests in the following ditches diverting from St. Vrain Creek pursuant to decrees entered by the District

Court in and for Water Division No. 1 on August 10, 1995 in the following cases: Case No. 87CW215, Beckwith Ditch; Case No. 87CW219, Pella Ditch; Case No. 87CW220, South Flat Ditch; Case No. 87CW221, Zweck & Turner Ditch; Case No. 87CW218, Niwot Ditch; and Case No. 87CW216, Clover Basin Ditch (a/k/a Pella Ditch–Second Enlargement). vii. Replacement, augmentation and exchange water available from Longmont’s interests in the Clough Private Ditch, the Clough and True Ditch, the Montgomery Private Ditch, and the Smead Ditch, all diverting from St. Vrain Creek, pursuant to the decree entered by the District Court in and for Water Division No. 1 on April 17, 2006 in Case No. 01CW188. viii. Replacement, augmentation and exchange water available from Longmont’s interests in the Rough & Ready Ditch and the Oligarchy Ditch pursuant to decrees entered by the District Court in and for Water Division No. 1 on or about November 20, 2008 in Case Nos. 00CW240 and 241. ix. Replacement, augmentation and exchange water made available to Longmont by decrees to be entered by the District Court in and for Water Division No. 1 pursuant to change applications previously filed by Longmont involving Longmont’s interests in the following ditches: James Ditch (Case No. 00CW239) and Peck Lateral Ditch (Case No. 07CW330), both diverting from St. Vrain Creek. x. Replacement, augmentation and exchange water to be made available from Longmont’s interests in the following reservoirs diverting from St. Vrain Creek pursuant to decrees entered by the District Court in and for Water Division No. 1 in the following cases: Case No. 87CW235, Oligarchy Reservoir No. 1; Case No. 87CW231, Pleasant Valley Reservoir; Case No. 87CW222, Union Reservoir; Case No. 87CW253, McIntosh Reservoir; Case No. 87CW232, McCall Reservoir; and Case No. 87CW233, Clover Basin Reservoir. Replacement, augmentation and exchange water made available to Longmont pursuant to the decrees and from the sources described in this Paragraph 4.C. shall include reusable municipal return flows resulting from such sources and uses. The point of discharge of Longmont’s sewage effluent is presently located in the SW1/4 NE1/4 of Section 11, Township 2 North, Range 69 West of the 6th P.M., Boulder County, Colorado. III.CLAIM FOR APPROVAL OF PLAN FOR AUGMENTATION. 5. Structures and water right to be augmented: The following described structures (the “Project Reclamation Features”) are included in the plan for augmentation described herein, and Longmont also claims a water right for said structures: A. Structures: The Project Reclamation Features include all new ponds, streams and other reclamation features within the estimated “Augmentation Area” depicted on the attached Exhibit D that, following the completion of mining, cause new evaporative depletions, and, to the extent required by law, new consumptive use from wetland area(s) established as the result of reclamation. Longmont asserts that the foregoing excludes any such structures or features that were created due to mining operations occurring prior to December 31, 1980, including, without limitation, the approximately 7.2 surface acre, pre-1981 “Peschel Pond,” located in the SE1/4 of Section 7, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, as depicted on the attached Exhibit D. B. Location: The Project Property consists of approximately 712 acres located in Sections 7, 8, 9, 17, & 18, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, and is depicted as the “Mine Permit Area” on the attached Exhibits A, B & D. C. Source: Water tributary to St. Vrain Creek and Dry Creek, a tributary of St. Vrain Creek. D. Date of appropriation: October 26, 2004, on which date there was a concurrence of intent to appropriate and overt acts in furtherance of such intent, including, without limitation, the Longmont City Council’s ordinance (O-2004-79) approving the First Amended and Restated Mineral Lease Agreement with AI. E. Amount claimed: 2 c.f.s., conditional. F. Use: Reclamation, recreation, fish and wildlife propagation, and wetland propagation. G. Well Permit: The mining project currently operates pursuant to Well Permit No. 67433-F and annual gravel pit substitute supply plans approved by the State Engineer’s Office. Longmont will obtain such new or amended well permit(s) as necessary for the plan for augmentation requested for approval herein. 6. Water rights to be used for augmentation: A. The Longmont Coffin Davis Right, as more fully described in Section II (Paragraphs 3 & 4), above, and as changed by this Application. B. Additional sources of water available to Longmont,

at or above any applicable calling water right, that are fully consumable or are otherwise decreed for such purposes, including, without limitation, those sources more fully described in Paragraph 4.C., above. 7. Complete statement of plan for augmentation: Longmont will replace all net out-of-priority depletions associated with the Project Reclamation Features using the net stream depletion credits available from the Longmont Coffin Davis Right, as changed by this Application, and/or the additional sources of augmentation water available to Longmont from the sources identified in Paragraph 4.C., above. Although Longmont reserves the right to amend the following estimates and proposed methodologies without amending this Application or republishing the same, depletions are estimated as follows: A. Water surface evaporation: The net surface evaporation from ponds and streams established by the Project is estimated to be 2.53 acre-feet per acre annually. The foregoing rate is calculated using the methodologies set forth in the Colorado Division of Water Resources’ General Guidelines for Substitute Water Supply Plans for Sand and Gravel Pits, less historically occurring groundwater depletions. B. Wetlands: To the extent required by law, Longmont will replace net out-of-priority depletions associated with the establishment of new wetland areas within the estimated Augmentation Area of the Project. Wetland net depletions are estimated based on the location within subareas to be defined in the final decree, and range from 2.46 to 2.66 acre-feet per acre annually. The foregoing rates are calculated using the Colorado State University, IDSCU model (version 3.3.94), less historically occurring groundwater depletions. C. Total area and depletions: Based on the proposed reclamation plan for the Project, depicted on the attached Exhibit D, an estimated total of 64.0 acres of free water surface area (ponds and streams) and 63.7 acres of new wetland areas will be established by post-mining reclamation. Using the foregoing estimated depletion rates and total areas, the total annual depletions associated with the Project Reclamation Features are estimated to be 325.85 acre-feet. Longmont asserts that depletions associated with the Project Reclamation Features will be instantaneous to St. Vrain Creek. Longmont proposes to survey the free water surface area established by reclamation and, to the extent required, bi-annually survey the total post-mining area of wetlands, and calculate the actual replacement obligation by multiplying the surveyed acreage by the per-acre unit depletion rates established by any final decree entered pursuant to this Application. Such bi-annual wetlands surveys shall continue until the first of either: (i) the percentage change from the prior survey being less than 5%, or (ii) 10 years following the completion of reclamation of the Project Property, or any subarea thereof. Longmont will permanently remove from irrigation a portion of the land historically irrigated by the Longmont Coffin Davis Right. During the irrigation season, when using all or a portion of the Longmont Coffin Davis Right for the alternate uses claimed in this Application, the Longmont Coffin Davis Right will continue to be diverted at the current point of diversion on Dry Creek and measured. Net stream depletion credits will be calculated on a daily basis using appropriate monthly factors, with concurrent return flow replacement obligations being returned to Dry Creek. Longmont anticipates that net stream depletions credits calculated from the measured diversions of the Longmont Coffin Davis Right will either be delivered directly to the Project to offset out-of-priority depletions associated with the Project Reclamation Features, or will be returned to Dry Creek to offset such out-of-priority depletions. Alternately, Longmont may replace such out-of-priority depletions during the irrigation season using water available to Longmont from the sources described in Paragraph 4.C., above. Measured net stream depletions from the Longmont Coffin Davis Right not used by Longmont to replace out-of-priority depletions may be returned to Dry Creek and stored in Union Reservoir pursuant to the exchanges described below, re-diverted at the St. Vrain Pump Station No. 2, or used for other purposes. Non-irrigation season out-of-priority depletions will be replaced with Longmont’s deliveries of water to St. Vrain Creek, at or above the location of such depletions, from the sources described in Paragraph 4.C., above. Longmont (or AI pursuant to any agreements with Longmont) will install measuring devices and will devise accounting forms to record all diversions, depletions and replacements made pursuant to this plan for augmentation as required by the decree entered

pursuant to this Application and by the Division Engineer. Actual demands and depletions will be based on data and decreed factors included in accounting forms prepared by Longmont for the administration of this plan. This plan for augmentation will allow the out-of-priority operation of the Project Reclamation Features under the terms and conditions described herein in a manner that will prevent injury to vested water rights and decreed conditional water rights. The water to be provided for augmentation shall be of a quality and quantity so as to meet the requirements for which the water has been used by senior downstream appropriators, and therefore meet the requirements of § 37-92-305(5), C.R.S. IV. CLAIMS FOR APPROPRIATIVE RIGHTS OF EXCHANGE. 8. Description of exchange: Longmont seeks adjudication of the following appropriative right of exchange (the “Coffin Davis-St. Vrain Creek Pump Station No. 1 Exchange”): A. Upstream terminus: The upstream terminus of the Coffin Davis-St. Vrain Creek Pump Station No. 1 Exchange is the St. Vrain Creek Pump Station No. 1, with an inlet located at a point on the North bank of St. Vrain Creek approximately 1,680 feet south and 1,010 feet west of the NE corner of Section 10, Township 2 North, Range 69 West, 6th P.M., Boulder County, Colorado. B. Downstream terminus: The downstream terminus of the Coffin Davis-St. Vrain Creek Pump Station No. 1 Exchange is at the confluence of Dry Creek and St. Vrain Creek, in the NW1/4 SE1/4 of Section 7, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, approximately 2,490 feet west and 1,710 feet north of the southeast corner of Section 7. The exchange reach is depicted on the attached Exhibit A. C. Rate: 12 c.f.s., conditional. D. Source of replacement water: The Longmont Coffin Davis Right, as more fully described in this Application and for the changed uses described in Paragraph 4.B., above. E. Date of appropriation: December 22, 2009, on which date there was a concurrence of intent to appropriate and overt acts in furtherance of such intent, including, without limitation, the Longmont City Council’s approval of a resolution of intent to appropriate. F. Use: The water diverted by exchange shall assume the decreed uses of the Longmont Coffin Davis Right, as changed pursuant to this Application. 9. Description of exchange: Longmont seeks adjudication of the following appropriative right of exchange (the “Coffin Davis-Union Reservoir Exchange”): A. Upstream terminus: The upstream terminus of the Coffin Davis-Union Reservoir Exchange is the outlet of Union Reservoir, located at a point on Spring Gulch in the NW1/4 NE1/4 of Section 6, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, approximately 660 ft south and 2230 ft west of the northeast corner of Section 6. B. Downstream terminus: The downstream terminus of the Coffin Davis-Union Reservoir Exchange is at the confluence of Spring Gulch and St. Vrain Creek, in the NE1/4 SE1/4 of Section 7, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, approximately 840 ft west and 1960 ft north of the southeast corner of Section 7. The exchange reach is depicted on the attached Exhibit A. C. Rate: 17.3 c.f.s., conditional. D. Source of replacement water: The Longmont Coffin Davis Right, as more fully described in this Application and for the changed uses described in Paragraph 4.B., above. E. Date of appropriation: December 30, 2009, on which date there was a concurrence of intent to appropriate and overt acts in furtherance of such intent, including, without limitation, the filing of this Application. F. Use: The water diverted by exchange shall assume the decreed uses of the Longmont Coffin Davis Right, as changed pursuant to this Application. V. CLAIM FOR SURFACE WATER RIGHT. 10. Name of structure: Coffin Davis Ditch, Sherwood Enlargement. 11. Legal description of point of diversion: At the existing decreed alternate point of diversion for the Coffin Davis Ditch, located in the SW1/4 of Section 7, Township 2 North, Range 68 West, 6th P.M., Weld County, Colorado, at a point commencing at the SW corner of Section 7, whence the West one-quarter corner of said Section 7 bears North 00º00’00” East, thence North 88º03’49” East 999.07 feet to the point of diversion, as depicted on the attached Exhibit B. 12. Source: Dry Creek, tributary to St. Vrain Creek. 13. Date of appropriation: December 22, 2009, on which date there was a concurrence of intent to appropriate and overt acts in furtherance of such intent, including, without limitation, the Longmont City Council’s approval of a resolution of intent to appropriate. 14.Amount claimed: 17.3 c.f.s., conditional. 15. Use:

Recreation, fish and wildlife propagation, wetland propagation, recharge for augmentation and replacement, and irrigation within Sections 7, 8, 9, 17, & 18, Township 2 North, Range 68 West, Weld County, Colorado. 16. Remarks: Longmont intends to divert the Coffin Davis Ditch, Sherwood Enlargement at any time of the year, when available for diversion in priority. 17. 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: A.The St. Vrain Pump No. 1 is located on property owned by Longmont. B.The St. Vrain Pump No. 2 is proposed to be located on property now owned by one or more of the following: i. Colorado State Division of Parks & Recreation, 1313 Sherman St. Number 618, Denver, CO 80203. ii. JCK Gravel, Inc., 2385 Homestead Pl., Longmont, CO 80504. iii. Weld Library District, 1939 61 Ave, Greeley, CO 80631. iv. Colorado Department of Transportation, 4201 E Arkansas Ave, Denver, CO 80222. C. Union Reservoir is located on property owned by Union Reservoir Company, P.O. Box 445, Greeley, CO 80632. D. The following parties own or have interests in the Project Property: i. Longmont. ii. County of Boulder, P.O. Box 471, Boulder CO 80306. iii. Aggregate Industries – WCR, Inc., 1707 Cole Blvd., Suite 100, Golden, CO 80401. iv. DJS City Lease/Option LLC, c/o Charles Saxton & Associates, 353 Main Street, Longmont, CO 80501. v. Andrea Pierce Bigelow Living Trust, 2940 N. Lakeridge Trail, Boulder, CO 80302. vi. Gary G. & Mhari M. Peschel, 10220 CR 1, Longmont, CO 80504. vii. Joseph, Richard, William & Francis Distel, 10102 Plateau Road, Longmont, CO 80501. E. The Coffin Davis Ditch alternate point of diversion headgate on Dry Creek is located on property jointly owned by Longmont and Boulder County (address listed above). WHEREFORE, Longmont respectfully requests that the Court enter a judgment and decree that: A. Grants this Application; B. Approves the change of water rights described in Section II, above; C. Confirms and approves the conditional water right described in Paragraph 5, above; D. Approves the plan for augmentation described in Section III, above; E. Confirms and approves the conditional appropriative rights of exchange described in Section IV, above; F. Confirms and approves the conditional surface water right described in Section V, above; G. Finds that the subject change of water rights and plan for augmentation will not injuriously affect the owners of or persons entitled to use water under a vested water right or decreed conditional water right; and H. Grants such other relief to Longmont as the Court deems just and proper. 09CW272 BUSK-IVANHOE, INC., Principle Office Street Address: 15151 East Alameda Parkway, Suite 3600, c/o Utilities Administration, Aurora, Colorado 80012-1555, Telephone: 303.739.7370, Principle Office Mailing Address: 17850 Road JJ, Rocky Ford, Colorado 81067, Attorneys: John M. Dingess, T. Daniel Platt, Duncan, Ostrander & Dingess, P.C., 3600 South Yosemite Street, Suite 3600, Denver, Colorado 80237, 303.779.0200, APPLICATION FOR CHANGE OF WATER RIGHTS IN ADAMS, ARAPAHOE, DOUGLAS, JEFFERSON, PARK AND WELD COUNTIES, The City of Aurora, Colorado, a municipal corporation of the counties of Adams, Arapahoe and Douglas, acting by and through its Utility Enterprise, (“Aurora”) is the sole owner of the capital stock of Applicant Busk-Ivanhoe Inc. Busk-Ivanhoe, Inc. owns an undivided one-half (1/2) interest in the water rights of the Busk-Ivanhoe System. The Board of Water Works of Pueblo, Colorado (“PBWW”) is the owner of the other undivided one-half interest in the Busk-Ivanhoe System water rights. 2. DECREED WATER RIGHTS FOR WHICH CHANGE IS SOUGHT: A. Name of Structure: Busk-Ivanhoe System. The Busk-Ivanhoe System is comprised of the Ivanhoe Reservoir, an on-channel reservoir on Ivanhoe Creek, that collects water from Ivanhoe Creek, the Lyle Ditch, the Pan Ditch and the Hidden Lake Creek Ditch in the Colorado River Basin on the western slope of Colorado, and the Ivanhoe Tunnel a/k/a Carlton Tunnel, that carries water from the Colorado River Basin through the Continental Divide to the Arkansas River Basin on the eastern slope of Colorado. The Busk-Ivanhoe System is depicted on the attached Exhibit A. B. Date of Original and All Relevant

Subsequent Decrees: 1. The Busk-Ivanhoe System water rights, including Ivanhoe Reservoir and Tunnel, Lyle Ditch, Pan Ditch, and Hidden Lake Creek Ditch, were originally adjudicated by the District Court, Garfield County, Colorado, Cause No. 2621, on January 9, 1928. 2. The water rights of the Pan Ditch and the Hidden Lake Creek Ditch were made partially absolute by the District Court, Garfield County, Cause No. 3082, on August 25, 1936. 3. The water rights of the Pan Ditch and the Hidden Lake Creek Ditch were further made partially absolute by the District Court, Garfield County, Cause No. 4033, on October 24, 1952. The amounts stated in subparagraph 2.F, below, are decreed absolute water rights. All remaining conditional water rights for these structures adjudicated on January 9, 1928 have been canceled. 4. PBWW changed its one-half interest in the Busk-Ivanhoe System water rights in District Court, Water Division 5, Case No. 90CW340 (consolidated with District Court, Water Division 2, Case No. 90CW52), decree entered November 15, 1993. PBWW’s interest in the Busk-Ivanhoe System is not claimed in, is not the subject of, and is not affected by, this Application. C. Legal Descriptions of Structures. 1. Ivanhoe Reservoir. Ivanhoe Reservoir is formed by a dam approximately 21 feet high across the natural bed of Ivanhoe Creek, a tributary of Frying Pan Creek, and situated within the SE/4 of the SW/4 of Section 12, T9S, R82W, 6th P.M., Pitkin County, Colorado, with its northeasterly end located at or about a point from which the southeast corner of Section 13, T9S, R82W, 6th P.M., bears south 26º45’ east, 7,021.3, feet, which point is also described as a point in the SE/4 of the SW/4 of Section 12, T9S, R82W, 6th P.M. that lies 930 feet from the south line and 2,050 feet from the west line of Section 12, and by a bulkhead dam approximately 10 feet high at the upper end of said reservoir situated in the SE/4 of the NE/4 Section 13, T9S, R82W, 6th P.M., with its southerly end located at or about a point from which the southeast corner of Section 13 bears south 8º11’ east, 2,739.2 feet, which point is also described as a point in the SE/4 of the NE/4 of Section 13, T9S, R82W, 6th P.M. that lies 2,680 feet from the south line and 425 feet from the east line of Section 13, and overflows all or portions of the SE/4 of the SW/4 and SW/4 of the SE/4 of Section 12 and the NE/4 of the NW/4 and NE/4 of Section 13, all of T9S, R82W, 6th P.M. The Lyle, Pan and Hidden Lake Ditches, which divert from the points described below, all flow into Ivanhoe Reservoir. 2. Ivanhoe Tunnel. The Ivanhoe Tunnel has its westerly portal at or about a point from which the southeast corner of Section 13, T9S, R82W, 6th P.M., Pitkin County, Colorado, bears south, 8º11’ east 2,739.2 feet, which point is also described as a point in the SE/4 of the NE1/4 of Section 13, T9S, R82W, 6th P.M. that lies 2,680 feet from the south line and 425 feet from the east line of Section 13, and runs from thence south 54º25’ east a distance of approximately 9,400 feet to its easterly portal in the NE/4 of the SW/4 of Section 20, T9S, R81W, 6th P.M., Lake County, Colorado, which point is also described as a point in the SE/4 of the NW/4 of Section 20, T9S, R81W, 6th P.M. that lies 2,605 feet from the north line and 2,065 feet from the west line of Section 20. The Ivanhoe Tunnel crosses in its course all or parts of the SE/4 of the NE/4 and the NE/4 of the SE/4 of Section 13 in T9S, R82W, 6th P.M., the SW/4 and the SW/4 of the SE/4 of Section 18, the NE/4 of Section 19, and the S/2 of the NW/4 and the N/2 of the SW/4 of Section 20, all in T9S, R81W, 6th P.M. 3. Lyle Ditch. The Lyle Ditch diverts from Lyle Creek, a tributary of Ivanhoe Creek, at or about a point on the southeast bank of said stream in the NW/4 of the NE/4 of Section 2, T9S, R82W, 6th P.M., Pitkin County, Colorado, from which the southeast corner of Section 13, T9S, R82W, 6th P.M., bears south 23º19’ east, 16,607.2 feet, which point is also described as a point in the SW/4 of the NE/4 of Section 2, T9S, R82W, 6th P.M. that lies 1,155 feet from the north line and 1,470 feet from the east line of Section 2, and runs from said point in a southeasterly direction a distance of about 2 miles to Ivanhoe Reservoir. 4. Pan Ditch. The Pan Ditch diverts from Pan Creek, a tributary of South Frying Pan Creek, at a point on the north bank of said stream in the NW/4 of the NE/4 of Section 24, T9S, R82W, 6th P.M., Pitkin County, Colorado, from which the southeast corner of Section 13, T9S, R82W, 6th P.M., bears north 52º14’ east, 2,022.1 feet, which point is also described as a point in the NW/4 of the NE/4 of Section 24, T9S, R82W, 6th P.M. that lies 1,280 feet from the north line and 1,585 feet from the

east line of Section 24, and runs from said point in a northwesterly direction a distance of 1.6 miles to Ivanhoe Reservoir. 5. Hidden Lake Creek Ditch. The Hidden Lake Creek Ditch diverts from Hidden Lake Creek, a tributary of Ivanhoe Creek, at a point on the east bank of said stream in the NE/4 of the SW/4 of Section 11, T9S, R82W, 6th P.M. in Pitkin County, Colorado, from which the southeast corner of Section 13, T9S, R82W, 6th P.M., bears south 46º14’ east, 11,392.5 feet, which point is also described as a point in the NE/4 of the SW/4 of Section 11, T9S, R82W, 6th P.M. that lies 2,455 feet from the south line and 2,255 feet from the west line of Section 11, and runs from said point in a southeasterly direction a distance of about 1.1 miles to Ivanhoe Reservoir. D. Decreed Sources of Water: Sources of water are Ivanhoe Creek, Hidden Lake Creek, Pan Creek and Lyle Creek, all tributary to the Frying Pan River, tributary to the Colorado River. E. Appropriation Dates: Ivanhoe Reservoir: June 27, 1921; Ivanhoe Tunnel: June 27, 1921; Lyle Ditch: September 28, 1924; Pan Ditch: October 5, 1924; Hidden Lake Creek Ditch: August 30, 1927; F. Total Amounts Decreed Absolute to Structures: Ivanhoe Reservoir: 1,200 acre-feet; Ivanhoe Reservoir and Tunnel: 35 cubic feet per second; Lyle Ditch: 50 cubic feet per second; Pan Ditch: 25 cubic feet per second; Hidden Lake Creek Ditch: 70 cubic feet per second; G. Decreed Use or Uses. The Busk-Ivanhoe System Water Rights were originally decreed for the irrigation of lands in the State of Colorado lying along Lake Fork Creek and the Arkansas River and susceptible of irrigation therefrom. H. Amount of Water that Applicant Intends to Change. Applicant shall change all of the water rights associated with its one-half interest in the Busk-Ivanhoe System. 3. DETAILED DESCRIPTION OF PROPOSED CHANGE: A. Complete Statement of Proposed Change. The Applicant seeks approval of a change for additional types and places of use of the water rights of the Busk-Ivanhoe System and additional places of storage as more fully described below. Historically, the one-half interest in the water rights of the Busk-Ivanhoe System owned by Applicant and its predecessors in interest has been diverted across the continental divide and used for irrigation purposes pursuant to the decree in District Court, Garfield County, Cause No. 2621. The water was historically used for irrigation of lands owned by the shareholders of the Highline Canal Company and of Busk-Ivanhoe, Inc. The location of the High Line Canal is identified on the attached Exhibit B-1. In addition to historic irrigation uses, following acquisition by Aurora of shares of stock in Busk-Ivanhoe Inc., the water has been used to satisfy Aurora’s service obligation within the Arkansas River basin and within areas served by Aurora’ municipal water supply and water reuse systems within the South Platte River Basin. A map of Aurora’ current municipal boundaries is attached as Exhibit B-2. The historical diversion of the water rights of the Busk-Ivanhoe System transmountain from the Colorado River basin to the Arkansas River and the South Platte River basins constituted a 100% depletion with respect to the basin of origin. The water delivered by the Busk-Ivannoe System to the Arkansas River and South Platte River basins is foreign water that, pursuant to C.R.S. § 37-82-106, may be used, reused and successively used to extinction. Therefore, no analysis of historic consumptive use or return flows is required for approval of the changes of type and place of use and places of storage requested herein. Notwithstanding the foregoing, the record of transmountain diversions for Busk-Ivanhoe, Inc. for the period 1925 through 2009 is attached as Exhibit C. 1. Change of Type of Use. The Applicant Busk-Ivanhoe, Inc., requests a decree confirming that Aurora may use water derived from Applicant’s one-half interest in the Busk-Ivanhoe System for all municipal and domestic purposes, including but not limited to fire protection, sanitary, irrigation, commercial, manufacturing, mechanical and industrial use, recreational purposes, creation and maintenance of wetlands, stock watering, fish and wildlife propagation, allowable in stream uses, if any, snowmaking, revegetation, storage and maintenance of storage reserves, and for augmentation, exchange and replacement purposes, together with the right to use, reuse, and successively use to extinction the water as foreign, imported water pursuant to C.R.S. § 37-82-106. Change of Place of Use. The Applicant Busk-Ivanhoe, Inc., seeks a change of place of use of the water derived from Applicant’s one-half interest in the Busk-Ivanhoe System to Aurora’s current and future service obligations within the

Arkansas River Basin and current and future service areas served by its municipal water supply and water reuse systems and any areas within the South Platte River Basin area capable of being served by the Aurora municipal water supply, including areas served by its connections with other systems, for any current or future water supply contracts or obligations of Aurora. Currently, Aurora is located in Township 3 South, Ranges 64, 65, 66 and 67 West, 6th P.M. in Adams County; Townships 4 and 5 South, Ranges 65, 66 and 67 West, 6th P.M. in Arapahoe County; and, Township 6 South, Ranges 65 and 66 West, 6th P.M. in Douglas County. Aurora’s service area has changed from time to time and will continue to do so. 3. Places of Storage in the Arkansas River Basin. To the extent transmountain diversions of Busk-Ivanhoe System water rights are stored in the Arkansas River Basin, Applicant Busk-Ivanhoe, Inc., requests a decree confirming the right to store water, without limitation as to location, in the following reservoirs: a. Turquoise Reservoir. Turquoise Reservoir, including the proposed Turquoise Lake Enlargement, is located in all or portions of Sections 7, 8, 17, 18, 19 and 20, T9S, R80W, and Sections 10, 11, 12, 13, 14 and 15, T9S, R81W, all from the 6th P.M., in Lake County, Colorado. The Turquoise Reservoir Dam axis and the centerline of Lake Fork Creek intersect at a point whence the northwest corner of Section 16, T9S, R80W, 6th P.M., bears north 44º46’18” east of a distance of 10,344.35 feet, which point is also described as a point in the SW/4 of the NE/4 of Section 19, T9S, R80W, 6th P.M. that lies 2,110 feet from the north line and 1,890 feet from the east line of Section 19, all as more particularly described in the decree in Civil Action No. 5141, District Court, Chaffee County, Colorado. b. Twin Lakes Reservoir. Twin Lakes Reservoir is located in all or portions of Sections 14, 15, 16, 17, 18, 19, 20, 21, 22, 23 and 30 in T11S, R80W, 6th P.M., Lake County, Colorado. Twin Lakes Dam axis and the center line of Lake Creek intersect at a point whence the southeast corner of Section 23, T11S, R80W, 6th P.M. bears south 54º13’8” east, a distance of 3,803.10 feet, which point is also described as a point in the NE/4 of the SW/4 of Section 23, T11S, R80W, 6th P.M. that lies 2,160 feet from the south line and 2,325 feet from the west line of Section 23, or as more particularly described in the decree in Civil Action No. 5141, District Court, Chaffee County, Colorado. c. Box Creek Reservoir. Box Creek Reservoir is to be located in all or portions of Sections 32 and 33, T10S, R80W, and Sections 4 and 5, T11S, R80W, all from the 6th P.M., in Lake County, Colorado. The exact location of Box Creek Reservoir Dam is not yet established. The Box Creek dam axis may intersect the approximate centerline of the Box Creek valley at a point approximately 2,000 feet west and 300 feet south of the northeast corner of Section 4, T11S, R80W, 6th P.M. The Arkansas River Intake to Box Creek Reservoir is to be located in Sections 22, 27 and 34, T10S, R80W; and Section 3, T11S, R80W, 6th P.M., in Lake County, Colorado. d. Clear Creek Reservoir. Clear Creek Reservoir is located on Clear Creek in Sections 7 and 8, T12S, R79W, and Section 12, T12S, R80W, all of the 6th P.M. in Chaffee County, Colorado. The Places of Storage in the Arkansas River Basin are located on the attached Exhibit D-1. 4. Places of Storage in the South Platte River Basin. To the extent transmountain diversions of Busk-Ivanhoe System water rights are stored in the South Platte River Basin, Applicant Busk-Ivanhoe, Inc., requests a decree confirming the right to store water, without limitation as to location, in the following reservoirs: a. Spinney Mountain Reservoir. Spinney Mountain Reservoir is constructed on the South Platte River, with the dam forming the reservoir located in the S/2 of Section 25, T12S, R74W, 6th P.M. in Park County, Colorado, with the left abutment of the dam located at a point whence the southwest corner of Section 36, T12S, R74W, 6th P.M. bears south 23º26’ west, 8,314.3 feet, which point is also described as a point in the NW/4 of the SE/4 of Section 25, T12S, R74W, 6th P.M. that lies 2,300 feet from the south line and 2,590 feet from the east line of Section 25. b. Strontia Springs Dam and Reservoir Complex. Strontia Springs Dam is constructed on the South Platte River in Douglas County, with east-end of dam (right) abutment located at a point from whence the northwest corner of Section 21, T7S, R69W, 6th P.M. bears north 52º west a distance of 1,300 feet, which point is also described as a point in the NW/4 of the NW/4 of Section 21, T7S, R69W, 6th P.M. that lies 845 feet from the north line and 995 feet from the west line of Section 21. The

right abutment is at approximate latitude 39º25’56” north, longitude 105º07’31” west. c. Chatfield Reservoir. Chatfield Reservoir is located in Sections 1, 2, 11, 12, 14 and 23, T6S, R69W, 6th P.M. and Sections 6 and 7, T6S, R68W, 6th P.M. in Douglas and Jefferson Counties, Colorado. Chatfield Reservoir is on the main stem of the South Platte River and the main stem of Plum Creek. The southeast-end of dam (right) abutment is located at a point from whence the southeast corner of Section 7, T6S, R68W, 6th P.M. bears south 64º east a distance of 2,064 feet, which point is also described as a point in the SW/4 of the SE/4 of Section 7, T6S, R68W, 6th P.M. that lies 890 feet from the south line and 1,845 feet from the east line of Section 7. The approximate (right) abutment is latitude 39º32’20” north, and longitude 105º02’33” west. d. Aurora Rampart Reservoir. Rampart Reservoir is an off-channel reservoir located in the SW/4 of the SW/4, SE/4 of the SW/4, and SW/4 of the SE/4 of Section 12, and the NW/4 of the NE/4, NE/4 of the NW/4, and NW/4 of the NW/4 of Section 13, T7S, R69W, 6th P.M., Douglas County, Colorado. The approximate (right) abutment is latitude 39º26’57” north and longitude 105º03’41” west, which point is also described as a point in the SW/4 of the SE/4 of Section 12, T7S, R69W, 6th P.M. that lies 40 feet from the south line and 1,915 feet from the east line of Section 12. e. Quincy Reservoir. Quincy Reservoir is an off-channel reservoir located in the NE/4, E/2 of the NW/4, and N/2 of the SE/4 of Section 9, and the S/2 of the NW/4, N/2 of the SW/4 of Section 10, T5S, R66W, 6th P.M., in Arapahoe County, Colorado. The approximate (right) abutment is latitude 39º38’15” north, and longitude 104º46’36” west, which point is also described as a point in the NE/4 of the NE/4 of Section 9, T5S, R66W, 6th P.M. that lies 370 feet from the north line and 1,145 feet from the east line of Section 9. f. Aurora Reservoir. The Aurora Reservoir is an off-channel reservoir located upon Senac Creek, an intermittent stream, in Sections 15, 16, 20, 21 and 22, T5S, R65W, 6th P.M., Arapahoe County, Colorado. The east-end of the dam (right) abutment is located at a point from whence the northwest corner of Section 15, T5S, R65W, 6th P.M. bears north 45º west a distance of 2,970 feet, which point is also described as a point in the SE/4 of the NW/4 of Section 15, T5S, R65W, 6th P.M. that lies 2,110 feet from the north line and 2,105 feet from the west line of Section 15. The approximate (right) abutment is latitude 39º37’06” north, and longitude 104º39’11” west. g. East Reservoir Complex. The East Reservoir will be located in one or more of the following off-channel locations: Site 1: Site 1A: In Sections 14 and 23 and the N/2 of Section 26, T4S, R65W, 6th P.M. in Arapahoe County, Colorado. Site 1B: In Sections 9, 10 and 15 and S/2 of Sections 3 and 4 and N/2 of Section 16, T4S, R65W, 6th P.M. in Arapahoe County, Colorado. Site 2: Site 2B: In Section 26 and 27 and N/2 of Sections 34, 35 and 36, T4S, R65W, 6th P.M., in Arapahoe County, Colorado. h. Aquifer Recharge and Recovery Facility B (“ARR-B”) and Aurora Tucson South-South Platte Storage Facility Subunits (“Tucson South”). ARR-B and Tucson South will occupy all or portions of the N/2 of the SE/4, the SW/4of the SE/4, and the SW4, all in Section 1, T1S, R67W, 6th P.M., in Adams County, Colorado. i. Challenger Gravel Pit Reservoir. The Challenger Gravel Pit Reservoir will occupy a portion of the NW/4 of Section 1, T1S, R67W, 6th P.M., in Adams County Colorado. j. Kirby-Dersham Gravel Pit Reservoir. The Kirby-Dersham Gravel Pit Reservoir will occupy portions of the NW/4 of the SE/4, the SW/4 of the SE/4, and the NE/4 of the SE/4, of Section 36, T1N, R67W, 6th P.M., in Weld County, Colorado. k. Robert W. Walker Reservoir (“Walker South”). Walker South is located in the E/2 of Section 31, T1N, R66W, 6th P.M. in Weld County, Colorado. l. Stillwater Ranch Reservoir (“Walker North”). Walker North is located in the E/2 of Section 31, T1N, R67W, 6th P.M. in Weld County, Colorado. m. Aquifer Recharge and Recovery Facility A (“ARR-A”). ARR-A will occupy all or portions of the S/2 and NW/4 of the SE/4, and the SW/4, all in Section 13, and the N/2 of the NW/4 of Section 24, T1N, R67W, 6th P.M., in Weld County, Colorado. n. Fort Lupton Reservoir No. 1. Fort Lupton Reservoir No. 1 is a group of interconnected gravel pits that will occupy portions of the E/2 of the NW/4 of Section 25, T2N, R67W, 6th P.M., and portions of the NW/4 of the NW/4, the SW/4 of the NW/4, and the SE/4 of the NW/4 of Section 30, T2N, R66W, 6th P.M., in Weld County, Colorado. o. Fort Lupton Reservoir No. 2. Fort Lupton Reservoir No. 2 is a group of

interconnected gravel pits that will occupy portions of the NW/4 of the NW/4, the NE/4 of the NW/4, and the SW/4 of the NE/4 of Section 30, T2N, R66W, 6th P.M., in Weld County, Colorado. The Places of Storage in the South Platte River Basin are located on the attached Exhibits D-2, D-3 and D-4. B. No Correction of Well Location. The Applicant does not seek to correct the location of a well in an existing decree. C. No Change in Points of Diversion. The Applicant does not seek to change the point of diversion of the Busk-Ivanhoe System water rights. 4. NAMES AND ADDRESSES OF 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: Pursuant to C.R.S. § 37-92-302(b), Applicant shall supplement this application with evidence that the Applicant has, within ten days of filing this Application, given notice of the Application by registered or certified mail, return receipt requested, to the following owners of the diversion and storage structures identified in this Application: A. The diversion and storage structures that comprise the Busk-Ivanhoe System (Ivanhoe Reservoir and Tunnel, Lyle Ditch, Pan Ditch and Hidden Lake Creek Ditch) are owned by Board of Water Works of Pueblo, Colorado, Attn: Alan C. Hamel, Executive Director, 319 West Fourth Street, Pueblo, Colorado 81003. The Busk-Ivanhoe System is located on land where the underlying fee interest is owned by United States Forest Service, White River National Forest, 900 Grand Ave. P.O. Box 948, Glenwood Springs, Colorado 81602. B. The Box Creek Reservoir site and Arkansas River Intake are located on land where the underlying fee interest is owned by City of Aurora, c/o Director of Utilities, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012, and the U.S. Forest Service, San Isabel National Forest, 2840 Kachina Drive Pueblo, Colorado 81008. C. The Strontia Springs Dam and Reservoir Complex are owned by the City and County of Denver, acting by and through its Board of Water Commissioners, 1600 West 12th Avenue, Denver, Colorado 80204-3412. D. Spinney Mountain Reservoir, Aurora Rampart Reservoir, Quincy Reservoir, Aurora Reservoir, and ARR-A are owned by the City of Aurora, c/o Director of Utilities, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012. E. The East Reservoir sites are owned by the parties listed on the attached Exhibit E. F. The ARR-B and Tucson South sites are located on land where the underlying fee interest is owned by Aggregate Industries – WCR, Inc., 1707 Cole Boulevard, Suite 100, Golden, Colorado 80401; Thomas Z. and Elsie J. Mars, 3400 East 56th Avenue, Commerce City, Colorado 80022-3620; Amy Horiuchi, 16315 Tucson Street, Brighton 80602; and Robert L. Seltzer Family Trust, 33641 WCR 83, Briggsdale, Colorado 80611. G. The Challenger Gravel Pit reservoir site is located on land where the underlying fee interest is owned by Front Range Aggregates, LLC, 1161 S. Perry Street, Suite 110, Castle Rock, Colorado 80104. H. The Kirby Dersham Gravel Pit Reservoir and the Robert W. Walker Reservoir are located on land where the underlying fee interest is owned by HIBE, LLC,301 Centennial Drive, Milliken, Colorado 80543. I. The Stillwater Ranch Reservoir is located on land where the underlying fee interest is owned by Carl F. Eiberger, 303 South Broadway B-200, Denver, Colorado 80209 and Peter L. Baurer and Cynthia S. Baurer, 810 Saturn St., #16, Jupiter, Florida 33477. J. Fort Lupton Reservoir Nos. 1 and 2 are located on land where the underlying fee interest is owned by LG Everist, Inc.,7321 E. 88th Avenue., Suite. 200, Henderson, Colorado 80640. K. Chatfield Reservoir is owned by the United States Army Corps of Engineers, Attn: Tim Carey, Division Manager, 9307 South Platte Canyon Road, Littleton, Colorado 80128. 5. REMARKS. A. The water delivered by the Busk-Ivanhoe System to the Arkansas River and South Platte River basins is foreign, imported water which, pursuant to C.R.S. § 37-82-106, Aurora, as sole shareholder of Applicant Busk-Ivanhoe, Inc., is entitled to use, reuse and make successive use to extinction. B. The water rights that are the subject of this matter were previously transferred out of the Colorado River basin by transmountain diversion. So far as appropriators of water from the Colorado River and its tributaries are concerned, use of water from the Busk-Ivanhoe System by Aurora, as sole

shareholder of Applicant Busk-Ivanhoe, Inc., is 100% consumptive. Twin Lakes Reservoir and Canal Co. v. City of Aspen, 193 Colo. 478, 568 P.2d 45, 50 (1977). C. Appropriators of water from the Arkansas River and its tributaries have no vested rights to the continued import of foreign water from the Busk-Ivanhoe System in the Colorado River basin. Brighton Ditch Co. v. City of Englewood, 124 Colo. 366, 237 P.2d 116, 122 (1951). D. Pursuant to C.R.S. § 37-83-101 and other applicable law, Applicant claims the right to recapture and store water diverted under the Busk-Ivanhoe System water right at other locations in the Arkansas River and South Platte River basins to the extent Aurora then has the right to use such other facilities and can demonstrate dominion over the water imported into those basins. E. On the date of this Application Busk-Ivanhoe Inc. has simultaneously filed Applications identical in content with the Water Clerk for the District Court, Water Division 1 (South Platte River Basin); the Water Clerk for the District Court, Water Division 2 (Arkansas River Basin); and the Water Clerk for the District Court, Water Division 5 (Colorado River Basin). The only difference between the Applications filed in each Water Division is the caption, and only to the extent the caption identifies the District Court for the appropriate Water Division and the Counties within each Water Division affected by the Application. When the time for filing statements of opposition has expired pursuant to C.R.S. § 37-92-302, the Applicant will seek to consolidate the Applications pursuant to C.R.C.P. Rule 42.1. 6. PRAYERS FOR RELIEF. A. Applicant respectfully requests this Court grant a decree for the requested changes of use of Applicant Busk-Ivanhoe, Inc.’s one-half interest in the Busk-Ivanhoe System water rights for use in Aurora’s municipal service area in the South Platte River Basin and for the requested alternate places of storage in the Arkansas and South Platte River Basins as described in paragraph 3 of this Application. B. Applicant requests this Court also grant such additional relief that it deems necessary and appropriate to further the purposes of the change of water right requested herein. Attachments: Exhibits A, B-1, B-2, C, D-1, D-2, D-3, D-4, E. 09CW273 City of Fort Collins, c/o Mr. John Stokes, P.O. Box 580, 700 Wood Street, Fort Collins, CO 80522, (970) 221-6681; c/o Michael D. Shimmin, Stuart B. Corbridge, Vranesh and Raisch, LLP, P.O. Box 871, Boulder, CO 80306-0871, (303) 443-6151, mds@vrlaw.com; sbc@vrlaw.com. APPLICATION FOR SURFACE AND UNDERGROUND WATER RIGHTS AND WATER STORAGE RIGHT. SURFACE WATER RIGHTS in LARIMER COUNTY. A. (1) Name of Structure: Graves Creek Spring Northeast (2) Legal Description of Structure: SE1/4 NW1/4 of Sec. 21, T12N, R68W, 6th P.M., UTM Northing 4538119.54, UTM Easting 499055.68, Zone 13. Points were not averaged (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. B. (1) Name of Structure: Graves Creek Spring Northwest (2) Legal Description of Structure: SW1/4 NW1/4 of Sec. 21, T12N, R68W, 6th P.M., UTM Northing 4538045.33, UTM Easting 498703.22, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. C. (1) Name of Structure: Stateline East Spring (2) Legal Description of Structure: NE1/4 NE1/4 of Sec. 20, T12N, R68W, 6th P.M., UTM Northing 4538489.56, UTM Easting 497991.91, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate,

publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. D. (1) Name of Structure: Graves Creek Spring South (2) Legal Description of Structure: SW1/4 NE1/4 of Sec. 28, T12N, R68W, 6th P.M., UTM Northing 4536446.92, UTM Easting 499530.91, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. E. (1) Name of Structure: Spottlewood South Spring (2) Legal Description of Structure: SW1/4 NW1/4 of Sec. 33, T12N, R68W, 6th P.M., UTM Northing 4538170.15, UTM Easting 498776.82, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. F. (1) Name of Structure: Brannigan Central Spring (2) Legal Description of Structure: NE1/4 SW1/4 of Sec. 30, T12N, R68W, 6th P.M., UTM Northing 4536220.52, UTM Easting 495642.15, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. G. (1) Name of Structure: Welch Spring (2) Legal Description of Structure: SW1/4 NW1/4 of Sec. 33, T12N, R69W, 6th P.M., UTM Northing 4534877.09, UTM Easting 488988.28, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. H. (1) Name of Structure: Rawhide South Spring (2) Legal Description of Structure: SW1/4 NE1/4 of Sec. 15, T11N, R69W, 6th P.M., UTM Northing 4530106.49, UTM Easting 491501.83, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. I. (1) Name of Structure: Rawhide Central Spring (2) Legal Description of Structure: SE1/4 SW1/4 of Sec. 10, T11N, R69W, 6th P.M., UTM Northing 4530106.49, UTM Easting 491501.19, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. J. (1) Name of Structure: Round Butte East Spring (2) Legal Description of Structure: NE1/4 NE1/4 of Sec. 19, T11N, R68W, 6th P.M., UTM Northing 4528814.75, UTM Easting 496515.25, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field

inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. K. (1) Name of Structure: Mountain Dam Spring (2) Legal Description of Structure: NW1/4 NE1/4 of Sec. 19, T11N, R68W, 6th P.M., UTM Northing 4529083.27, UTM Easting 496142.72, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: December 30, 2009. How Appropriation was Initiated: Field inspections by City of Fort Collins staff, completion of formal declaration of intent to appropriate, publishing notice of claim in the Fort Collins Coloradoan, and filing of this application with the Water Court. Date Water Applied to Beneficial Use: N/A (5) Amount Claimed: 10 gpm, CONDITIONAL (6) Use or Proposed Use: Stockwatering. L. (1) Name of Structure: Canyon West Spring (2) Legal Description of Structure: NW1/4 NW1/4 of Sec. 20, T12N, R69W, 6th P.M., UTM Northing 4538437.30, UTM Easting 487396.52, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: May 16, 1971. How Appropriation was Initiated: Use of spring for claimed beneficial use Date Water Applied to Beneficial Use: May 16, 1971. (5) Amount Claimed: 10 gpm, ABSOLUTE (6) Use or Proposed Use: Stockwatering. M. (1) Name of Structure: Bear House Spring (2) Legal Description of Structure: NE1/4 SE1/4 of Sec. 26, T12N, R69W, 6th P.M., UTM Northing 4536220.27, UTM Easting 493481.00, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: May 16, 1971. How Appropriation was Initiated: Use of spring for claimed beneficial use. Date Water Applied to Beneficial Use: May 16, 1971. (5) Amount Claimed: 10 gpm, ABSOLUTE (6) Use or Proposed Use: Stockwatering. N. 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: All of the water rights and structures listed in Section II of this application are located on property owned by Applicant. O. Remarks: The above water rights are natural springs as defined in C.R.S. Section 37-92-103(14)(b), and Fort Collins seeks to have these natural springs decreed as surface water rights. III. UNDERGROUND WATER RIGHTS A. (1) Name of Well: Roman East Well, Well Permit No. 75761 (2) Legal Description of Well: NW1/4 SW1/4 of Sec. 2, T11N, R69W, 6th P.M., UTM Northing 4533114.64, UTM Easting 492245.12, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 52 feet (5) Date of Appropriation: July 9, 1974 How Appropriation was Initiated: By permitting, constructing, and operating well. Date Water Applied to Beneficial Use: September 1, 1975 (6) Amount Claimed: 12 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to the requirements of Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. B. (1) Name of Well: Roman Southwest Well, Well Permit No. 84755 (2) Legal Description of Well: SW1/4 SW1/4 of Sec. 3, T11N, R69W, 6th P.M., UTM Northing 4532440.09, UTM Easting 490423.12, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 65 feet (5) Date of Appropriation: June 14, 1976 How Appropriation was Initiated: By permitting, constructing, and operating well. Date Water Applied to Beneficial Use: October 1, 1976 (6) Amount Claimed: 12 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. C. (1) Name of Well: Roman West Well. No Permit Issued. Fort Collins will apply to the State Engineer for a permit for this existing structure. (2) Legal Description of Well: NE1/4 SE1/4 of Sec. 4, T11N, R69W, 6th P.M., UTM Northing 4533100.69, UTM Easting 489992.91, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 50 feet (5) Date of Appropriation: July 9, 1974 How Appropriation was Initiated: By constructing and operating well. Date Water Applied to Beneficial Use: September 1, 1975 (6) Amount Claimed: 15 gpm, ABSOLUTE (7)

Augmentation Information: This well will be permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. D. (1) Name of Well: Bernard South Well, Well Permit No. 197511 (2) Legal Description of Well: NE1/4 SE1/4 of Sec. 14, T11N, R69W, 6th P.M., UTM Northing 4529374.93, UTM Easting 492940.48, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 49 feet (5) Date of Appropriation: July 22, 1996 How Appropriation was Initiated: By permitting, constructing, and operating well. Date Water Applied to Beneficial Use: July 13, 1998 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. E. (1) Name of Well: North Lot Well, Well Permit No. 11755 (2) Legal Description of Well: SE1/4 NW1/4 of Sec. 26, T12N, R69W, 6th P.M., UTM Northing 4536426.37, UTM Easting 492440.47, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 207 feet (5) Date of Appropriation: May 31, 1962 How Appropriation was Initiated: By permitting, constructing, and operating well. Date Water Applied to Beneficial Use: August 19, 1962 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well meets the requirements of Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. F.Name(s) & 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: All of the water rights and structures listed in Section III of this application are located on property owned by Applicant. G. Remarks: Fort Collins intends to have all of the wells described in this section adjudicated and decreed as exempt wells pursuant to C.R.S. Section 37-92-602. IV. WATER STORAGE RIGHTS A. (1) Name of Reservoir: Graves Camp Pond (2) Legal Description of Dam Centerline: NW1/4 NE1/4 of Sec. 28, T12N, R68W, 6th P.M., UTM Northing 4537270.13, UTM Easting 499310.31, Zone 13, Points were not averaged. (3) Source: A tributary to Graves Creek. (4) Date of Appropriation: January 1, 1953 How appropriation was initiated: By construction. Date water applied to beneficial use: January 1, 1953 (5) Amount claimed: 0.5 acre feet, ABSOLUTE. Fort Collins claims the right to fill and re-fill the pond when legally authorized to do so. (6) Use or Proposed Use: Stockwatering and wildlife. (7) Surface area of high water line: 0.21 acres Vertical height of dam: 3 feet Length of dam in feet: 73 (8) Total claimed capacity of Reservoir: 0.5 acre feet (9) 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: This water right and structure are located on property owned by Applicant. (10) Remarks: The Graves Camp Pond is an on-channel structure located at Fort Collins' Soapstone Prairie Natural Areas property headquarters. 09CW274. City of Fort Collins, c/o Mr. Brian Janonis, P.O. Box 580, 700 Wood Street, Fort Collins, CO 80522, (970) 221-6681; c/o Michael D. Shimmin, Stuart B. Corbridge, Vranesh and Raisch, LLP, P.O. Box 871, Boulder, CO 80306-0871, (303) 443-6151, mds@vrlaw.com; sbc@vrlaw.com. APPLICATION FOR SURFACE AND UNDERGROUND WATER RIGHTS in LARIMER AND WELD COUNTIES. II. SURFACE WATER RIGHTS A. (1) Name of Structure: Spottlewood Creek Right (2) Legal Description of Structure: NW1/4 SW1/4 of Sec. 34, T11N, R68W, 6th P.M., UTM Northing 4524825.801128, UTM Easting 500124.275372, Zone 13. Points were not averaged. (3) Source: Spottlewood Creek (4) Date of Initiation of Appropriation: July 31, 1940 How Appropriation was Initiated: Use of water for claimed beneficial use. Date Water Applied to Beneficial Use: July 31, 1940 (5) Amount Claimed: 20 gpm, ABSOLUTE (6) Use or Proposed Use: Stockwatering. B. (1) Name of Structure: North Butte Spring (2) Legal Description of Structure: SE1/4 NE1/4 of Sec. 8, T11N,

R68W, 6th P.M., UTM Northing 4531965.257267, UTM Easting 498143.434591, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: July 31, 1940 How Appropriation was Initiated: Use of spring for claimed beneficial use. Date Water Applied to Beneficial Use: July 31, 1940 (5) Amount Claimed: 25 gpm, ABSOLUTE (6) Use or Proposed Use: Stockwatering. C. (1) Name of Structure: Meadow Springs Ranch Spring 4 (2) Legal Description of Structure: SW1/4 NW1/4 of Sec. 29, T11N, R67W, 6th P.M., UTM Northing 4526825.187041, UTM Easting 506493.071855, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: July 31, 1940 How Appropriation was Initiated: Use of spring for claimed beneficial use. Date Water Applied to Beneficial Use: July 31, 1940 (5) Amount Claimed: 10 gpm, ABSOLUTE (6) Use or Proposed Use: Stockwatering. D. (1) Name of Structure: Meadow Springs Ranch Spring 5. (2) Legal Description of Structure: NE1/4 NW1/4 of Sec. 32, T11N, R67W, 6th P.M., UTM Northing 4525927.120164, UTM Easting 506963.286112, Zone 13. Points were not averaged. (3) Source: Natural spring (4) Date of Initiation of Appropriation: July 31, 1940 How Appropriation was Initiated: Use of spring for claimed beneficial use. Date Water Applied to Beneficial Use: July 31, 1940 (5) Amount Claimed: 10 gpm, ABSOLUTE (6) Use or Proposed Use: Stockwatering. E. 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: All of the water rights and structures listed in Section II of this application are located on property owned by Applicant. F. Remarks: The water rights described in Sections II.B., II.C., and II.D. are natural springs as defined in C.R.S. Section 37-92-103(14)(b), and Fort Collins seeks to have these natural springs decreed as surface water rights. III. UNDERGROUND WATER RIGHTS A. (1) Name of Well: Meadow Springs Ranch Well A, Well Permit No. 199183 (2) Legal Description of Well: SE1/4 SE1/4 of Sec. 1, T11N, R68W, 6th P.M., 1130 feet from the south section line and 880 feet from the east section line of Section 1. (3) Source of Water: Groundwater (4) Depth of Well: 500 feet (5) Date of Appropriation: August 20, 1996 How Appropriation was Initiated: By constructing, permitting, and operating well Date Water Applied to Beneficial Use: August 21, 1996 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Fire protection, ordinary household purposes inside up to three single family dwellings, irrigation of not more than one acre of home gardens and lawns, and the watering of domestic animals. B. (1) Name of Well: Meadow Springs Ranch Well B, Well Permit No. 196630 (2) Legal Description of Well: SE1/4 SE1/4 of Sec. 13, T11N, R68W, 6th P.M., 180 feet from the south section line and 883 feet from the east section line of Section 13. (3) Source of Water: Groundwater (4) Depth of Well: 120 feet (5) Date of Appropriation: June 24, 1996 How Appropriation was Initiated: By constructing, permitting, and operating well Date Water Applied to Beneficial Use: August 27, 1996 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Ordinary household purposes inside one single family dwelling, fire protection, the watering of poultry, domestic animals, and livestock on a farm or ranch, and the irrigation of not over one acre of home gardens and lawns. C. (1) Name of Well: Meadow Springs Ranch Well C, Well Permit No. 158279 (2) Legal Description of Well: SW1/4 SE1/4 of Sec. 24, T11N, R68W, 6th P.M., 4,490 feet from the north section line and 3,096 feet from the west section line of Section 24. (3) Source of Water: Groundwater (4) Depth of Well: 41 feet (5) Date of Appropriation: July 23, 1990 How Appropriation was Initiated: By constructing, permitting, and operating well Date Water Applied to Beneficial Use: June 24, 1991 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. D. (1) Name of Well: Meadow Springs Ranch Well D, Well

Permit No. 13573 (2) Legal Description of Well: SW1/4 NW1/4 of Sec. 26, T11N, R68W, 6th P.M., UTM Northing 4526975.900014, UTM Easting 501767.000035, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 101 feet (5) Date of Appropriation: November 20, 1962 How Appropriation was Initiated: By constructing, permitting, and operating well Date Water Applied to Beneficial Use: November 29, 1962 (6) Amount Claimed: 3 gpm, ABSOLUTE (7) Augmentation Information: This well complies with the requirements of Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. E. (1) Name of Well: Meadow Springs Ranch Well E, Well Permit No. 116711 (2) Legal Description of Well: SE1/4 SE1/4 of Sec. 34, T11N, R68W, 390 feet from the south section line and 1,040 feet from the east section line of Section 34. (3) Source of Water: Groundwater (4) Depth of Well: 195 feet (5) Date of Appropriation: September 18, 1980 How Appropriation was Initiated: By constructing, permitting, and operating well Date Water Applied to Beneficial Use: October 9, 1980 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Ordinary household purposes and stockwatering. F.(1) Name of Well: Meadow Springs Ranch Well F, Well Permit No. 1027 (2) Legal Description of Well: NE1/4 SW1/4 of Sec. 35, T11N, R68W, 6th P.M., UTM Northing 4524967.799983, UTM Easting 502173.799989, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 250 feet (5) Date of Appropriation: April 16, 1958 How Appropriation was Initiated: By constructing, permitting, and operating well Date Water Applied to Beneficial Use: May 26, 1958 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well complies with the requirements of Section 37-92-602, and is therefore not subject to any augmentation requirement. (8) Use or Proposed Use: Stockwatering. G. (1) Name of Well: Meadow Springs Ranch Well G, No Permit issued. Fort Collins will apply to the State Engineer's Office for a permit for this well. (2) Legal Description of Well: SW1/4 NW1/4 of Sec. 35, T11N, R68W, 6th P.M., UTM Northing 4525206.847963, UTM Easting 501681.920837, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: Approximately 250 feet (5) Date of Appropriation: Current information available to Fort Collins indicates that this well may have been constructed as early as the 1920's. How Appropriation was Initiated: By constructing and operating well. Date Water Applied to Beneficial Use: See above. (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well will be permitted pursuant to Section 37-92-602, and will therefore not be subject to any augmentation requirement. (8) Use or Proposed Use: Ordinary household purposes, fire protection, the watering of poultry, domestic animals, and livestock on a farm or ranch, and irrigation of not over one acre of home gardens and lawns. H. (1) Name of Well: Meadow Springs Ranch Well H. Well Permit No. 116710. (2) Legal Description of Well: NW1/4 NW1/4 of Sec. 1, T10N, R68W, 6th P.M., UTM Northing 4523749.800032, UTM Easting 502585.100026, Zone 13. Points were not averaged. (3) Source of Water: Groundwater (4) Depth of Well: 291 feet (5) Date of Appropriation: September 18, 1980 How Appropriation was Initiated: By permitting, constructing, and operating well. Date Water Applied to Beneficial Use: November 20, 1980 (6) Amount Claimed: 15 gpm, ABSOLUTE (7) Augmentation Information: This well was permitted pursuant to Section 37-92-602, and will therefore not be subject to any augmentation requirement. (8) Use or Proposed Use: Ordinary household purposes and stockwatering. (9) Remarks: This structure was apparently not constructed at the location listed on the well permit identified above. However, it is Fort Collins' belief that this structure is the well referenced and authorized by the permit. I. 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: All of the water rights and structures listed in Section III of this application are located on property owned by Applicant. J. Remarks: Fort Collins

intends to have all of the wells described in this section adjudicated and decreed as exempt wells pursuant to C.R.S. Section 37-92-602. 09CW275 Castle Pines Metropolitan District (CP Metro), Attn: Paul Dannels, 5880 Country Club Drive, Castle Rock, CO 80108 (303-688-8330) (Scott A. Clark, Burns, Figa & Will, P.C., 6400 S. Fiddler’s Green Circle, Suite 1000, Greenwood Village, CO 80111, 303-796-2626) and Castle Pines North Metropolitan District (CP North), Attn: James McGrady, 7404 Yorkshire Drive, Castle Rock, CO 80108, (303-688-8550) (Austin Hamre, Duncan, Ostrander & Dingess, P.C., 3600 South Yosemite Street, Suite 500 Denver, CO 80237 (303-779-0200) (together the CP Districts). APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION IN DOUGLAS COUNTY. 2. Augmented Structures: 2.1. Name and Legal Description: 2.1.1. Well No. G-4: Located in the SE1/4, SW1/4, Section 21, T7S, R67W, 6th P.M., 90 ft. from the S. Section Line, 1,480 ft. from the W. Section Line, Douglas County, Colorado. 2.1.2. Well No. G-5: Located in the SW1/4, SW1/4, Section 21, T7S, R67W., 6th P.M., 450 ft. from the S. Section Line, 1,120 ft. from the W. Section Line, Douglas County, Colorado. 2.1.3. Well No. G-6: Located in the SW1/4, SW1/4, Section 21, T7S, R67W, 6th P.M., 480 ft. from the S. Section Line, 790 ft. from the W. Section Line, Douglas County, Colorado. 2.1.4. Well No. G-7: Located in the NE1/4, SW1/4, Section 20, T7S, R67W, W., 6th P.M., 2,370 ft. from the S. Section Line, 2,130 ft. from the W. Section Line, Douglas County, Colorado. 2.1.5. Well No. G-8: Located in the NE1/4, SW1/4, Section 20, T7S, R67W, 6th P.M., 2,300 ft. from the S. Section Line, 1,790 ft. from the W. Section Line, Douglas County, Colorado. 2.1.6. Castle Pines Diversion Point S-1: Located in the SE1/4 , SW1/4, Section 21, T7S, R67W, 6th P.M., 20 ft. from the S. Section Line, 1,530 ft. from the W. Section Line, Douglas County, Colorado. 2.1.7. Castle Pines Diversion Point S-2: Located in the NE1/4, SW1/4, Section 20, T7S, R67W, 6th P.M., 2,540 ft. from the S. Section Line, 2,590 ft. from the W. Section Line, Douglas County, Colorado. 2.1.8. Castle Pines Well No. 1-19721: Located in the SE1/4, SW1/4, Section 21, T7S, R67W, 6th P.M., Douglas County, Colorado, at a point 450 ft. N. and 1,700 ft. E. of the SW corner of Section 21, Douglas County, Colorado. 2.2. Decree Status: 2.2.1. An application to confirm appropriations for each of the wells and surface diversions described above in Sections 2.1.1 through 2.1.7 is currently pending in Case No. 04CW292, Water Division 1, as follows: 2.2.1.1. Appropriation date: October 21, 2004. 2.2.1.2. Amount: 1,000 gpm for each well, 40 cfs each for S-1 and S-2. 2.2.1.3. Source: East Plum Creek and tributaries thereto upstream of each point of diversion. 2.2.1.4. Uses: Municipal and domestic purposes including, but not limited to: fire protection; irrigation of lawns, gardens, parks, golf courses, private and municipal facilities; domestic, municipal, agricultural, sanitary, commercial, manufacturing, mechanical and industrial uses; recreational purposes; creation and maintenance of wetlands; stock watering; fish and wildlife propagation; dust suppression; revegetation; storage and maintenance of storage reserves; reservoir evaporation replacement; augmentation, exchange and replacement purposes; for use, reuse, successive uses, disposition following initial use, and use to extinction. 2.2.2. A decree confirming water rights appropriation for Castle Pines Well No. 1-19721 was entered in Case No. W-6202, Water Division 1, as follows: 2.2.2.1. Appropriation Date: September 30, 1949 2.2.2.2. Amount: 0.61 cfs 2.2.2.3. Source: Groundwater tributary to East Plum Creek 2.2.2.4. Uses: Irrigation of 100 acres 2.2.2.5. Place of Use: S1/2, SW1/4 and the NE1/4, SW1/4, Section 21, T7S, R67W, 6th P.M., Douglas County, Colorado. 2.2.3. Related Water Rights: The CP Districts are owners of water rights for Wells G-1 and G-2, originally decreed in Case No. 85CW479, Water Division 1. In Case No. 04CW293, Water Division 1, also currently pending, the Districts are seeking to make Wells G-4 through G-8, as well as other surface points of diversion S-1 and S-2, alternate points of diversion for Wells G-1 and G-2. The decree in Case No. 85CW479 included an augmentation plan for Wells G-1 and G-2. Nothing herein is intended to change or modify the appropriations confirmed, nor the augmentation plan approved in 85CW479. The CP Districts do not claim the use of effluent attributable to their exercise of the

85CW479 water rights as substitute supply in this augmentation plan. 3. Water rights to be used for augmentation: The water rights to be used by the Districts as substitute supply will be derived from Denver Basin water rights decreed to be nontributary or not-nontributary, the in-priority operation of the CP Districts’ 04CW292 and 04CW308 appropriations from East Plum Creek and the South Platte River, and the consumable portion of changed water rights from the Hock Hocking Mine (Decreed in Case No. W-1318), the Platteville Irrigating & Milling Co. (Decreed in Civil Action No. 6009, Arapahoe County District Court (1883)), and the Fulton Irrigating Ditch Co. (Decreed in Civil Action No. 6009, Arapahoe County District Court (1883)), including but not limited to the reusable return flows generated from the initial use of water from all of the above water rights. Because of the number of such water rights, specific information as to each of them is contained in Exhibit C of the Application. Maps showing the location of historical use of the substitute supply water rights are exhibits to the Application. The Hock Hocking Mine water rights, which have been decreed to be nontributary, and in which CP North recently acquired an interest, have been used to augment a variety of uses in the Denver metropolitan area. The CP Districts’ 2004 water rights have not yet been put to beneficial use. Summaries of diversions by the substitute supply water rights are exhibits to the Application. 3.1 CP North’s agricultural water rights (ditch company shares) have not yet been changed to uses other than irrigation, and are the subject of a separate application being filed this month. If a decree in this matter is entered prior to the entry of a decree changing those water rights, the decree in this matter will contain a term and condition limiting their use as a source of substitute supply until the change has been completed. 3.2 To the extent the CP Districts acquire ownership or the right to use additional fully consumable water rights in the future, they claim the right to incorporate those water rights as sources of substitute supply for this plan for augmentation upon notice to the Division Engineer and parties to this case, along with appropriate documentation of the reusable character of the additional water rights. 3.3 Regardless of the source of substitute supply, the points of release will be those set forth in ¶ 4, below. 4. Name and Legal Description of Points of Release of Substitute Supply: 4.1 Plum Creek Reservoir Outlet: Located in the NW1/4, SW 1/4, Section 20, T7S, R67W, 6th P.M., 2,500 ft. from the S. Section Line, 500 ft. from the W. Section Line, Douglas County, Colorado. 4.2 Plum Creek Wastewater Authority (“PCWA”) Outfall: Located in the SW1/4, SW1/4, Section 21, T7S, R67W, 6th P.M., 770 ft. from the S. Section Line, 100 ft. from the W. Section Line, Douglas County, Colorado. 4.3 PCWA Reservoir No. 1: Located in the NW1/4, SW1/4, and in the SW1/4, SW1/4, Section 21, T7S, R67W, 6th P.M., Douglas County, Colorado. The outlet from this reservoir is the PCWA Outfall identified above. 4.4 Village Lakes Pond: Located in the SW1/4, SE1/4, Section 21, T7S, R67W, 6th P.M., 1568 ft. from the E. Section Line, 779 ft. from the S. Section Line, Douglas County, Colorado. 5. The Augmented Structures may, from time to time, operate out of priority. In addition, Wells G-4 through G-8 and Castle Pines Well No. 1-19721 may operate in priority, but delayed depletions may occur out of priority. This plan for augmentation will address both situations. 5.1 To the extent the depletions from the Augmented Structures accrue to the stream out of priority, such out-of-priority depletions will be replaced completely in time and amount with fully consumable water then available to the CP Districts. Because out of priority depletions from such withdrawals will be replaced with fully consumable water, the withdrawn water will be fully consumable and, after first use, may be reused for augmentation purposes. 5.2 Substitute supply may be released on a direct flow basis from the PCWA Outfall, or may be released from storage in Plum Creek Reservoir, PCWA Reservoir No. 1, or the Village Lakes Pond. The Plum Creek Reservoir outfall will be located downstream of all the Augmented Structures, the PCWA Outfall is located upstream of Wells G-7 and G-8 and surface diversion S-2, and the Village Lakes Pond releases to a natural drainage that flows into East Plum Creek upstream of all the Augmented Structures. 5.3 Lagged depletions from operation of Wells G-4 through G-8 and Castle Pines Well No. 1-19721 will be made up based on modeled lagging factors. Lagging factors were modeled based on pump test data from two wells in the vicinity and are provided in an exhibit to

the Application. 5.4 In Case No. 04CW308, currently pending in Water Division 1, the CP Districts are seeking confirmation of their appropriation of exchanges from Chatfield Reservoir to the PCWA Outfall and Plum Creek Reservoir Outlet. To the extent exchange potential is available to the CP Districts, they may exchange water from Chatfield Reservoir to meet their replacement obligations pursuant to this plan. 6. Owners or reputed owner(s) of land on which the points of diversion for out of priority diversions, the points of release of substitute supply and the storage structures from which substitute supply may be released, identified above, are as follows: 6.1 Plum Creek Wastewater Authority, 5880 Country Club Drive, Castle Rock, CO 80108 is the owner of the land on which the following structures are or will be located: Castle Pines Well No. 1-19721, G-7, G-8, S-2, Plum Creek Reservoir and its outlet, PCWA Reservoir No. 1 and its outlet. 6.2 Douglas County Board of Commissioners, 100 Third Street, Castle Rock, CO 80104 is the owner of the land on which the following structures are or will be located: S-1, G-4, G-5 and G-6. 6.3 CP Metro is the owner of the following structure: Village Lakes Pond, including the outfall. 09CW276 THE CITY OF BLACK HAWK, c/o Director of Public Works, P.O. Box 68, Black Hawk, Colorado 80422, Telephone: (303) 567-2314, tisbester@cityofblackhawk.org (c/o Harvey W. Curtis, Esq., Harvey W. Curtis & Associates, 8310 South Valley Highway, Suite 230, Englewood, Colorado 80112, Telephone: (303) 292-1144, hcurtis@curtis-law.com). APPLICATION FOR CONDITIONAL RIGHTS OF SUBSTITUTION AND EXCHANGE IN GILPIN AND CLEAR CREEK COUNTIES. 2. Conditional Appropriative Rights of Substitution and Exchange. By this Application, the City of Black Hawk claims the conditional appropriative rights of substitution and exchange in Clear Creek, South Clear Creek and their tributaries described below. A map showing the location of the rights of exchange is attached hereto as Exhibit A. 3. Description of exchange. Under the exchange, Black Hawk will divert by exchange up to 50 c.f.s at each of the locations ("exchange-to points") identified in paragraph 3.a., below, for storage in Green Lake for subsequent use, based upon the introduction of substitute supplies made available under the water rights described in paragraphs 3.b., below ("substitute supplies"). Black Hawk will make the substitute supplies available at the locations identified in paragraph 3.c., below (the "exchange-from points") by making deliveries, by forgoing diversions and/or storage, and/or by releases from storage. 3.a. Exchange-to points. The names and locations of structures through which or into which water will be diverted and/or stored by exchange and the sources of water at the exchange-to points are as follows: 3.a.i. Green Lake. Green Lake is an off-channel reservoir in Clear Creek County, 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. The point of intersection of the outlet pipe and the downstream face of the dam is approximately 330 feet east of the west section line and approximately 1,600 feet south of the north section line of Section 29, Township 4 South, Range 74 West, in the Southwest quarter of the Northwest quarter of said Section 29. The source of water is native inflows captured in Green Lake. Green Lake is located in the South Clear Creek drainage basin. 3.a.ii. Green Lake Ditch or Flume a/k/a Leavenworth Pipeline. Located approximately 2,580 feet east of the West section line and approximately 80 feet south of the North section line of Section 30, Township 4 South, Range 74 West, of the 6th P.M. in Clear Creek County. The source of water is Leavenworth Creek, a tributary of South

Clear Creek. 3.b. Sources of substitute supply: 3.b.i. Vidler Tunnel Water Rights: The City of Black Hawk currently has the right to the annual delivery of at least 100 acre feet of fully consumable water from the Vidler Tunnel system. The Vidler Tunnel system water rights are comprised of the following west slope water rights: (1) Rice Ranch Rights. A total of 361 consumptive acre feet, at a total maximum diversion rate of 31.22 cfs, was decreed by the District Court in and for Water Division No. 5, in Case Nos. W-217 and W-2110, as being historically attributable to the following described water rights: (a) 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 NW 1/4 SE 1/4 of Section 22, T.5 S., R 77 W., 6th P.M.; (b) 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 degrees 5 minutes East a distance of 940 feet; (c) 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 SW 1/4 SW 1/4 of Section 14, T. 5 S., R. 77 W., 6th P.M.; (d) 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 degrees 46 minutes West a distance of 3845 feet; and (e) 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 is the same as the Rice Ditch - Riley Enlargement. (2) Arduser Ditch Rights. A total of 52.5 consumptive acre feet, at a total maximum diversion rate of 3 cfs, was 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. 3.b.ii. Water legally stored by the City of Black Hawk in Georgetown Lake, described in paragraph 3.c.i., below, including, but not limited to, water delivered pursuant to the Assignment and Water Delivery Agreement, dated June 7, 2007, between Applicant and the City of Golden for Vidler Tunnel Water, and the storage water right and water stored by the exchange to be decreed in Applicant’s pending application in Case No. 2007CW327. 3.b.iii. Water leased 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 the North Half of the Southwest Quarter and the Northwest Quarter of the Southeast Quarter of Section 29 and the Northeast Quarter of the Southeast Quarter 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 described in paragraph 3.c.iv., below, including, but not limited to, water attributable to Black Hawk’s proportionate interest in the Church Ditch (a/k/a The Golden, Ralston Creek and Church Ditch) and other water 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 described in paragraph 3.c.v., below, including, but not limited to, water attributable to Black Hawk’s proportionate interest in the Church Ditch (a/k/a The Golden, Ralston Creek and Church Ditch) and other water 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 released to North Clear Creek at the Black Hawk-

Central City Sanitation District Wastewater Treatment Plant located in the Northeast Quarter of the Southwest Quarter 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. 3.b.viii. Other water legally stored by the City of Black Hawk or diverted or delivered to the City of Black Hawk which can be delivered to the exchange-from points in paragraph 3.c., below. 3.c. Exchange-from points. Points at which the City of Black Hawk shall make substitute supplies available to allow diversion by exchange at the exchange-to points are as follows: 3.c.i. Confluence of Leavenworth Creek and South Clear Creek located in the Northeast Quarter of the Southwest Quarter of Section 20, Township 4 South, Range 74 West of the 6th P.M., Clear Creek County, Colorado. 3.c.ii. Georgetown Lake, an on-channel reservoir located in the Southeast Quarter and portions of the Northeast Quarter 1/4 of Section 5, and the Northeast Quarter of Section 8, Township 4 South, Range 74 West of the 6th P.M., Clear Creek County, Colorado. 3.c.iii. Confluence of Clear Creek and West Fork Clear Creek located in the Northwest Quarter of the Southeast Quarter of Section 27, Township 3 South, Range 74 West of the 6th P.M., Clear Creek and Gilpin Counties, Colorado. 3.c.iv. Hidden Valley Surface Water 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 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. 3.c.v. 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. 3.c.vi. 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.d. The exchanges to be decreed herein will at times operate in conjunction with the exchanges decreed in Case No. 92CW059 and/or the exchanges to be decreed in Case No. 2007CW327. 4. Date of appropriation: December 3, 2009. 4.a. How appropriation was initiated: By formation of intent to appropriate as evidenced by the City of Black Hawk Resolution No. 27-2009. 4.b. Date water was applied to beneficial use: Not applicable. The right of substitution and exchange sought in this Application is a conditional water right. 5. Amount claimed: 50 c.f.s., conditional. 6. Use: The water stored by exchange under the water right described herein will be used for all municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, lake level maintenance, augmentation, and replacement, adjustment and regulation of water supply system, including exchange within Black Hawk’s water system and with other water users. Applicant asks the Court to decree that they have the right to use, reuse, successively use and dispose of, by exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 6.a. 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’s treated water and raw water systems. 7. 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. Green Lake is located on land owned by the Applicant and the County of Clear Creek, P.O. Box 2000, Georgetown, Colorado 80444. The Green Lake Ditch or Flume a/k/a the Leavenworth Pipeline is located on land owned by the United States Forest Service, 2150 Centre Avenue, Building E, Fort Collins, CO 80526-8119. 8. Remarks: Applicant requests that the Court make absolute any portions of the conditional rights of substitution and exchange requested herein which may be

diverted and placed to beneficial use prior to the date of the decree to be entered herein. Additional information: 8 pages, including 1 page of exhibits. 09CW277 THE CITY OF BLACK HAWK, c/o Director of Public Works, P.O. Box 68, Black Hawk, Colorado 80422, Telephone: (303) 567-2314, tisbester@cityofblackhawk.org (c/o Harvey W. Curtis, Esq., Harvey W. Curtis & Associates, 8310 South Valley Highway, Suite 230, Englewood, Colorado 80112, Telephone: (303) 292-1144, hcurtis@curtis-law.com), and THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF CLEAR CREEK, c/o County Attorney’s Office, 405 Argentine St., P.O. Box 2000, Georgetown, Colorado 80444, Telephone: (303) 679-2300, rloeffler@co.clear-creek.co.us (c/o Paul J. Zilis, Esq., Vranesh & Raisch, LLP, P.O. Box 871, Boulder, Colorado 80306-0871, Telephone: (303) 443-6151, pjz@vrlaw.com. APPLICATION FOR CONDITIONAL WATER STORAGE RIGHT, IN CLEAR CREEK COUNTY. 2. Name of Reservoir: Green Lake. 3. Legal Description of Reservoir: 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. A map showing the location of Green Lake is attached hereto as Exhibit A. 3.a. Location of dam. The point of intersection of the outlet pipe and the downstream face of the dam is approximately 330 feet east of the west section line and approximately 1,600 feet south of the north section line of Section 29, Township 4 South, Range 74 West, in the Southwest quarter of the Northwest quarter of said Section 29. 4. Source: Native inflows and water diverted from Leavenworth Creek, a tributary to South Clear Creek, a tributary to Clear Creek. 5. Name and capacity of ditches used to fill reservoir and legal description of point of diversion: The Green Lake Ditch or Flume a/k/a the Leavenworth Pipeline (“Leavenworth Pipeline”) diverts from Leavenworth Creek at a point located approximately 2,580 feet east of the west section line and approximately 80 feet south of the north section line in Section 30, Township 4 South, Range 74 West, in the Northeast quarter of the Northwest quarter of said Section 30. The claimed filling rate from Leavenworth Creek is 50 c.f.s. 6. Date of appropriation: January 6, 2009. 6.a. How appropriation was initiated: By purchase of the reservoir and Leavenworth Pipeline by the Applicants. 6.b. Date water was applied to beneficial use: Not applicable. The water storage right sought in this Application is a conditional water right. 7. Amount claimed: 334 acre feet, conditional, with the right to fill and refill continuously when in priority. 8. Use: The water stored under the water right described herein will be used for all municipal purposes, including domestic, irrigation, industrial, commercial, fire protection, stockwatering, recreation, piscatorial, storage, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, maintenance and preservation of wildlife and aesthetic values, lake and reservoir evaporation, lake level maintenance, augmentation, and replacement, adjustment and regulation of water supply system, including exchange within Applicants’ respective systems and with other water users. Applicants ask the Court to decree that they have the right to use, reuse, successively use and dispose of, by exchange or otherwise to extinction all water lawfully diverted and/or impounded pursuant to any decree entered in this case. 8.a. Places of use. The places of use for the conditional water storage right applied for herein shall be any place served in the present or in the future by the City of Black Hawk and Clear Creek County’s respective raw water and treated water systems, and any place served in the present and the future by Clear

Creek County’s contractees. 9. Surface area of high water line: Approximately 12.5 acres. 9.a. Vertical height of dam: 8 feet. 9.b. Length of dam: 52 feet. 10. Total capacity of reservoir in acre feet: 334 acre feet. 10.a. Active capacity: 270 acre feet. 10.b. Dead storage: 64 acre feet. 11. 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. Green Lake is located on land owned by the Applicants. The diversion structure for the Green Lake Ditch or Flume a/k/a the Leavenworth Pipeline is located on land owned by the United States Forest Service, 2150 Centre Avenue, Building E, Fort Collins, CO 80526-8119, for which a special use permit has been issued (a copy is attached hereto as Exhibit B). 12. Remarks: Applicants request that the Court make absolute any portions of the conditional water storage right requested above which may be placed to beneficial use prior to the date of the decree to be entered herein. Additional information: 18 pages, including 12 page of exhibits. 09CW278 FREMONT PASS DITCH COMPANY, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012-1555, Telephone: 303.739.7370, Attorneys: John M. Dingess, Austin Hamre, T. Daniel Platt, Duncan, Ostrander & Dingess, P.C., 3600 South Yosemite Street, Suite 3600, Denver, Colorado 80237, 303.779.0200; Brian M. Nazarenus, Olivia D. Lucas, Ryley, Carlock & Applewhite, P.C., 1999 Broadway, Suite 1800, Denver, Colorado 80202, 303.863.7500, APPLICATION FOR CHANGE OF WATER RIGHTS IN ADAMS, ARAPAHOE, DOUGLAS, JEFFERSON, PARK AND WELD COUNTIES, The Fremont Pass Ditch Company (“FPDC” or “Applicant”) was formed pursuant to C.R.S. § 7-42-101, et seq. and § 7-121-101, et seq. The shareholders of the FPDC are the City of Aurora, Colorado, a municipal corporation of the counties of Adams, Arapahoe and Douglas, acting by and through its Utility Enterprise (“Aurora”), and the Climax Molybdenum Company, a Delaware Corporation (“Climax”). 2. DECREED WATER RIGHT FOR WHICH CHANGE IS SOUGHT: 2.1. Name of Structure: Columbine Ditch. 2.2. Date of Original and All Relevant Subsequent Decrees: 2.2.1. The water right of the Columbine Ditch was originally adjudicated in District Court, Eagle County, Civil Case No. 963, decree entered October 3, 1936. 2.2.2. The water right of the Columbine Ditch was changed for use by the Board of Water Works of Pueblo in Case No. 90CW340, District Court, Water Division 5 (consolidated with Case No. 90CW052, District Court, Water Division 2), decree entered November 15, 1993. 2.3. Legal Description of Structure: 2.3.1 Columbine Ditch: The Columbine Ditch is located in portions of Sections 4, 5, 6 and 9, Township 8 South, Range 79 West, 6th P.M. in Eagle and Lake Counties, Colorado, as more fully described in the attached Exhibit A. As depicted in Exhibit A, the Ditch starts at Headgate No. 1, which is the furthest northwest, and runs generally southeast to Headgate No. 2, then to Headgate No. 3, then across the Continental Divide at Columbine Pass and discharges the collected waters into the West Branch of Chalk Creek, a tributary of the Arkansas River. Surface runoff is diverted by the ditch along its entire course. Three unnamed branches of the East Fork of the Eagle River are intercepted by the ditch at the following points of diversion: 2.3.1.1. Headgate No. 1 is situate at a point from whence the southeast corner of Section 5, T8S, R79W, 6th P.M. bears south 55°39’ east a distance of 7127.6 feet, in Eagle County, Colorado. The UTM coordinates of this headgate are in Zone 13 North and are as follows: Northing 4360235m, Easting 392178m. 2.3.1.2 Headgate No. 2 is situate at a point from whence the said southeast corner of Section 5, T8S, R79W, 6th P.M. bears south 57°29’ east a distance of 4957.3 feet in Eagle County, Colorado. The UTM coordinates of this headgate are in Zone 13 North and are as follows: Northing 4359871.841m, Easting 392690.277m. 2.3.1.3. Headgate No. 3 is situate at a point from whence the said southeast corner of Section 5, T8S, R79W, 6th P.M. bears south 65°38’ east a distance of 1091 feet in Eagle County, Colorado. The UTM coordinates of this headgate are in Zone 13 North and are as follows: Northing 4359186.678m, Easting

393634.282m. 2.4. Decreed Source of Water. Three unnamed branches of the East Fork of the Eagle River, as well as snowmelt, sheet flow and surface runoff tributary to the East Fork above the line of the Columbine Ditch and from other water along the course of the ditch. 2.5 Appropriation Date: June 21, 1930. 2.6. Total Amount Decreed to Structure: 2.6.1. Civil Case No. 963. The decree in Civil Case No. 963 limited the amount of water diverted by the Columbine Ditch to 60 cfs absolute, diverted from the respective headgates in the following quantities: Headgate No. 1: 10 c.f.s.; Headgate No. 2: 20 c.f.s.; Headgate No. 3: 30 c.f.s. 2.6.2. Case No. 90CW340. In Case No. 90CW340 the following season of use and volumetric limitations were placed on the water rights of the Columbine Ditch: 2.6.2.1. Season of Use: April 28 to October 21, except that water diverted in compliance with the seasonal limitation may be stored for subsequent use. 2.6.2.2. 60-Year Volumetric Limitation: In any 60 year period: 80,220 acre-feet. 2.6.2.3. 20-Year Volumetric Limitation: In any 20 year period: 36,400 acre-feet. 2.6.2.4. Annual Maximum Volumetric Limitation: In any one year: 3,148 acre-feet. 2.7. Decreed Use or Uses. The Columbine Ditch water rights were decreed in Civil Case No. 963 “for irrigation purposes upon various tracts of land situated along the Arkansas River.” In addition to its originally decreed purposes, in Case No. 90CW340 the Board of Water Works of Pueblo changed the use of its interest in the Columbine Ditch water rights for all beneficial uses related to the Board’s operation, including municipal, domestic, irrigation, commercial, industrial, mechanical, power generation and cooling, waste water treatment, recreation, fish and wildlife, replacement, exchange, augmentation, substitution and storage in aid of the foregoing purposes, together with the right to use, reuse, and successively use to extinction the water changed as foreign water pursuant to C.R.S. § 37-82-106. The decree in Case No. 90CW340 identified Twin Lakes Reservoir, Turquoise Lake, Clear Creek Reservoir and Pueblo Reservoir as places of storage for water diverted transmountain. 2.8. Amount of Water that Applicant Intends to Change. Applicant shall continue to divert water at the rate of 60 cfs as decreed in Civil Case No. 963, limited to the seasonal and volumetric limitations decreed in Case No. 90CW340, as set forth above. 3. DETAILED DESCRIPTION OF PROPOSED CHANGE: The Applicant seeks approval of a change for additional types and places of use of the Columbine Ditch water rights for the shareholders of the Freemont Pass Ditch Company, and additional places of storage as more fully described below. Historically, the water rights of the Columbine Ditch have been diverted across the continental divide and used for irrigation purposes pursuant to the decree in Civil Case No. 963 and for all beneficial uses related to the operation by the Board of Water Works of Pueblo pursuant to the decree in Case No. 90CW340. A map of the service area of the Board of Water Works of Pueblo is attached as Exhibit B. The historical diversion of Columbine Ditch water transmountain from the Colorado River basin to the Arkansas River basin constituted a 100% depletion with respect to the basin of origin. The water delivered by the Columbine Ditch to the Arkansas River basin is foreign water that, pursuant to C.R.S. § 37-82-106, may be used, reused and successively used to extinction. Because the use of the transmountain Columbine Ditch water rights was changed in Case No. 90CW340 subject to season of use and volumetric limitations described in paragraph 2.6, above, no analysis of historic consumptive use or return flows is required for approval of the changes of type and place of use, and places of storage requested herein. Notwithstanding the foregoing, the record of diversions for the Columbine Ditch for the period 1947 through 2008 is attached as Exhibit C. 3.1. Changes for Additional Types and Places of Use for Aurora. 3.1.1. Changes for Additional Types of Use for Aurora. The Applicant seeks a change of type of use of the Columbine Ditch water rights confirming that in addition to types of use decreed in Civil Action No. 963 and Case No. 90CW340, Aurora may use water derived from the Columbine Ditch water right for municipal and domestic purposes including, but not limited to, fire protection, irrigation of lawns, gardens, parks, private and municipal facilities, sanitary, commercial, manufacturing, mechanical and industrial use, recreational purposes, creation and maintenance of wetlands, stock watering, fish and wildlife propagation, allowable instream uses, if any, snowmaking, revegetation, storage and

maintenance of storage reserves, reservoir evaporation replacement, augmentation, exchange and replacement purposes, for use, reuse for successive uses, disposition following initial use, and reuse until extinction as foreign, imported water pursuant to C.R.S. § 37-82-106. 3.1.2. Changes for Additional Places of Use for Aurora. The Applicant seeks a change of place of use of the water derived from the Columbine Ditch water rights confirming the addition of Aurora’s current and future service obligations within the Arkansas River Basin and current and future service areas served by its municipal water supply and water reuse systems and any areas within the South Platte River Basin area capable of being served by the Aurora municipal water supply, including areas served by its connections with other systems, for any current or future water supply contracts or obligations of Aurora. Currently, Aurora is located in Township 3 South, Ranges 64, 65, 66 and 67 West, 6th P.M. in Adams County; Townships 4 and 5 South, Ranges 65, 66 and 67 West, 6th P.M. in Arapahoe County; and Township 6 South, Ranges 65 and 66 West, 6th P.M. in Douglas County. Aurora’s service area has changed from time to time and will continue to do so. Aurora’s current municipal boundaries are depicted on the attached Exhibit D-1. 3.1.3. Additional Places of Storage in the Arkansas River Basin for Aurora. To the extent transmountain diversions of Columbine Ditch water rights are stored in the Arkansas River Basin, Applicant requests a decree confirming the additional right to store water in: 3.1.3.1. Box Creek Reservoir. Box Creek Reservoir is to be located in all or portions of Sections 32 and 33, T10S, R80W, and Sections 4 and 5, T11S, R80W, all from the 6th P.M., in Lake County, Colorado. The exact location of Box Creek Reservoir Dam is not yet established. The Box Creek dam axis may intersect the approximate centerline of the Box Creek valley at a point approximately 2,000 feet west and 300 feet south of the northeast corner of said Section 4, T11S, R80W, 6th P.M. The Arkansas River Intake to Box Creek Reservoir is to be located in Sections 22, 27 and 34, T10S, R80W; and Section 3, T11S, R80W, 6th P.M., in Lake County, Colorado. Box Creek Reservoir is located on the attached Exhibit D-2. 3.1.4. Additional Places of Storage in the South Platte River Basin for Aurora. To the extent transmountain diversions of Columbine Ditch water rights are stored in the South Platte River Basin, Applicant requests a decree confirming the additional right to store water, without limitation as to location, in the following reservoirs: 3.1.4.1. Spinney Mountain Reservoir. Spinney Mountain Reservoir is constructed on the South Platte River, with the dam forming the reservoir located in the S/2 of Section 25, T12S, R74W, 6th P.M. in Park County, Colorado, with the left abutment of the dam located at a point whence the southwest corner of Section 36, T12S, R74W, 6th P.M. bears south 23º26’ west, 8,314.3 feet, which point is also described as a point in the NW/4 of the SE/4 of Section 25, T12S, R74W, 6th P.M. that lies 2,300 feet from the south line and 2,590 feet from the east line of Section 25. 3.1.4.2. Strontia Springs Dam and Reservoir Complex. Strontia Springs Dam is constructed on the South Platte River in Douglas County, with east-end of dam (right) abutment located at a point from whence the northwest corner of Section 21, T7S, R69W, 6th P.M. bears north 52º west a distance of 1,300 feet, which point is also described as a point in the NW/4 of the NW/4 of Section 21, T7S, R69W, 6th P.M. that lies 845 feet from the north line and 995 feet from the west line of Section 21. The right abutment is at approximate latitude 39º25’56” north, longitude 105º07’31” west. 3.1.4.3. Chatfield Reservoir. Chatfield Reservoir is located in Sections 1, 2, 11, 12, 14 and 23, T6S, R69W, 6th P.M. and Sections 6 and 7, T6S, R68W, 6th P.M. in Douglas and Jefferson Counties, Colorado. Chatfield Reservoir is on the main stem of the South Platte River and the main stem of Plum Creek. The southeast-end of dam (right) abutment is located at a point from whence the southeast corner of Section 7, T6S, R68W, 6th P.M. bears south 64º east a distance of 2,064 feet, which point is also described as a point in the SW/4 of the SE/4 of Section 7, T6S, R68W, 6th P.M. that lies 890 feet from the south line and 1,845 feet from the east line of Section 7. The approximate (right) abutment is latitude 39º32’20” north, and longitude 105º02’33” west. 3.1.4.4. Aurora Rampart Reservoir. Rampart Reservoir is an off-channel reservoir located in the SW/4 of the SW/4, SE/4 of the SW/4, and SW/4 of the SE/4 of Section 12, and the NW/4 of the NE/4, NE/4 of the NW/4, and NW/4 of the NW/4 of Section 13, T7S, R69W, 6th P.M., Douglas

County, Colorado. The approximate (right) abutment is latitude 39º26’57” north and longitude 105º03’41” west, which point is also described as a point in the SW/4 of the SE/4 of Section 12, T7S, R69W, 6th P.M. that lies 40 feet from the south line and 1,915 feet from the east line of Section 12. 3.1.4.5 Quincy Reservoir. Quincy Reservoir is an off-channel reservoir located in the NE/4, E/2 of the NW/4, and N/2 of the SE/4 of Section 9, and the S/2 of the NW/4, N/2 of the SW/4 of Section 10, T5S, R66W, 6th P.M., in Arapahoe County, Colorado. The approximate (right) abutment latitude 39º38’15” north, and longitude 104º46’36” west, which point is also described as a point in the NE/4 of the NE/4 of Section 9, T5S, R66W, 6th P.M. that lies 370 feet from the north line and 1,145 feet from the east line of Section 9. 3.1.4.6. Aurora Reservoir. The Aurora Reservoir is an off-channel reservoir located upon Senac Creek, an intermittent stream, in Sections 15, 16, 20, 21 and 22, T5S, R65W, 6th P.M., Arapahoe County, Colorado. The east-end of the dam (right) abutment is located at a point from whence the northwest corner of Section 15, T5S, R65W, 6th P.M. bears north 45º west a distance of 2,970 feet, which point is also described as a point in the SE/4 of the NW/4 of Section 15, T5S, R65W, 6th P.M. that lies 2,110 feet from the north line and 2,105 feet from the west line of Section 15. The approximate (right) abutment is latitude 39º37’06” north, and longitude 104º39’11” west. 3.1.4.7. East Reservoir Complex. The East Reservoir will be located in one or more of the following off-channel locations: Site 1: Site 1A: In Sections 14 and 23 and the N/2 of Section 26, T4S, R65W, 6th P.M. in Arapahoe County, Colorado. Site 1B: In Sections 9, 10 and 15 and S/2 of Sections 3 and 4 and N/2 of Section 16, T4S, R65W, 6th P.M. in Arapahoe County, Colorado. Site 2: Site 2B: In Section 26 and 27 and the N/2 of Sections 34, 35 and 36, T4S, R65W, 6th P.M., in Arapahoe County, Colorado. 3.1.4.8. Aquifer Recharge and Recovery Facility B (“ARR-B”) and Aurora Tucson South-South Platte Storage Facility Subunits (“Tucson South”). ARR-B and Tucson South will occupy all or portions of the N/2 of the SE/4, the SW/4 of the SE/4, and the SW4, all in Section 1,T1S, R67W, 6th P.M., in Adams County, Colorado. 3.1.4.9. Challenger Gravel Pit Reservoir. The Challenger Gravel Pit Reservoir will occupy a portion of the NW/4 of Section 1, T1S, R67W, 6th P.M., in Adams County Colorado. 3.1.4.10. Kirby-Dersham Gravel Pit Reservoir. The Kirby-Dersham Gravel Pit Reservoir will occupy portions of the NW/4 of the SE/4, the SW/4 of the SE/4, and the NE/4 of the SE/4, of Section 36, T1N, R67W, 6th P.M., in Weld County, Colorado. 3.1.4.11. Robert W. Walker Reservoir (“Walker South”). Walker South is located in the E/2 of Section 31, T1N, R66W, 6th P.M. in Weld County, Colorado. 3.1.4.12. Stillwater Ranch Reservoir(“Walker North”). Walker North is located in the E/2 of Section 31, T1N, R67W, 6th P.M. in Weld County, Colorado. 3.1.4.13. Fort Lupton Reservoir No. 1. Fort Lupton Reservoir No. 1 is a group of interconnected gravel pits that will occupy portions of the E/2 of the NW/4 of Section 25, T2N, R67W, 6th P.M., and portions of the NW/4 of the NW/4, the SW/4 of the NW/4, and the SE/4 of the NW/4, of Section 30, T2N, R66W, 6th P.M., in Weld County, Colorado. 3.1.4.14. Fort Lupton Reservoir No. 2. Fort Lupton Reservoir No. 2 is a group of interconnected gravel pits that will occupy portions of the NW/4 of the NW/4, the NE/4 of the NW/4, and the SW/4 of the NE/4 of Section 30, T2N, R66W, 6th P.M., in Weld County, Colorado. The Additional Places of Storage in the South Platte River Basin for Aurora are located on the attached Exhibits D-3, D-4 and D-5. 3.2. Additional Changes for Type and Place of Use by Climax. 3.2.1. Additional Change of Type of Use for Climax. The Applicant seeks a change of type of use of the Columbine Ditch water rights confirming that in addition to types of use decreed in Civil Action No. 963 and Case No. 90CW340, Climax may use water derived from the Columbine Ditch water right for use, reuse, successive use, and disposition for the following beneficial purposes: mining purposes; milling purposes, including but not limited to flotation, drying, and in scrubbers and to transport tailing slurry to the Robinson, Tenmile and Mayflower tailings impoundments, and in processing waste rock and to settle out tailing in the decant water pool; concrete batching; mechanical use; recreational purposes; creation and maintenance of wetlands; stock watering; fish and wildlife propagation; allowable instream uses, if any; snowmaking; reclamation; revegetation; dust suppression; storage and maintenance of

storage reserves; reservoir evaporation replacement; domestic; irrigation; agricultural and any other beneficial purpose associated with the Climax Mine. Additionally Applicant requests that the water derived from the Columbine Ditch water right may be produced for an immediate use, for storage and subsequent use, for exchange purposes, for replacement of depletions resulting from the use of water from this or other sources, and for augmentation purposes; provided, however, that any such exchanges or augmentation plans shall be approved by the Division Engineer or otherwise decreed by the Water Court. 3.2.2. Additional Change of Place of Use for Climax. The Applicant seeks a change in place of use of the Columbine Ditch water rights confirming that in addition to the places of use decreed in Civil Action No. 963 and Case No. 90CW340, water will be used at the Climax Mine and its ancillary facilities, including the Jones Gravel Pit. The Climax Mine presently consists of approximately 22 square miles located at the headwaters of Tenmile Creek, the East Fork Arkansas River, and the East Fork of the Eagle River, in parts of Sections 7, 18, 19, and 31, Township 7 South, Range 78 West, 6th. P.M.; Sections 12, 13, 14, 15, 21, 22, 23, 24, 25, 26, 27, 28, 29, 32, 33, 34, 35, and 36, Township 7 South, Range 79 West, 6th. P.M.; Sections 6, 7, and 18, Township 8 South, Range 78 West, 6th. P.M.; and Sections 1, 2, 3, 4, 5, 10, 11, 12, 13, and 14, Township 8 South, Range 79 West, 6th. P.M. in Lake, Summit and Eagle counties. The Jones Gravel Pit is located in the E/2 of Township 9 South, Range 80 West, 6th P.M., approximately two miles northwest of the town of Leadville, in Lake County, Colorado. 3.2.3. Additional Places of Storage by Climax. 3.2.3.1. Robinson Reservoir. Robinson Reservoir is a 3,136 acre foot reservoir located in the SE/4 of Section 33 and the SW/4 of Section 34, both in T7S, R79W, 6th P.M, in Eagle County, Colorado. 3.2.3.2. Chalk Mountain Reservoir. Chalk Mountain Reservoir is a 204.1 acre foot reservoir located in the SW/4 of Section 34, T7S, R79W, 6th P.M., in Eagle County, Colorado. 3.2.3.3. Buffehr’s Lake. Buffehr’s Lake is a 102.8 acre foot reservoir located in the SW/4 of Section 2, T8S, R79W, 6th P.M., in Summit County, Colorado. 3.2.3.4. Climax Mine Underground Levels. The Climax Mine Underground Levels have a storage capacity of approximately 1,223 acre feet and are located beneath the S/2 of Section 1, and the N/2, the SE/4, and the N/2SW/4 of Section 12, all in T8S, R79W, 6th P.M., in Lake County, Colorado. 3.2.3.5. Mayflower Pond. The Mayflower Pond presently is an approximately 7,960 acre foot tailings pond in the SW/4 of Section 13, the SE/4 of Section 14, the NW/4 of Section 24, and most of Section 23, all in T7S, R79W, 6th P.M., in Summit County, Colorado. The size of the Mayflower Pond may be expanded or reduced in the future as a result of mining and milling operations. 3.2.3.6. Tenmile Pond. Tenmile Pond presently is an approximately 4,730 acre foot tailings pond in most of Section 26, the E/2 of Section 27, the NE/4 of Section 34, and the N/4 of Section 35, all in T7S, R79W, 6th P.M., in Summit County, Colorado. The size of Tenmile Pond may be expanded or reduced in the future as a result of mining and milling operations. 3.2.3.7. Robinson Pond. Robinson Pond presently is an approximately 500 acre foot tailings pond in the SW/4 of Section 27, the NW/4 and the E/2 of Section 34, and the W/2 of Section 35, all in T7S, R79W, 6th P.M; also in the E/2 of Section 3 and the W/2 of Section 2, both in T8S, R79W, 6th P.M., all in Summit County, Colorado. The size of Robinson Pond may be expanded or reduced in the future as a result of mining and milling operations. The Additional Places of Storage by Climax are located on the attached Exhibit D-6. 3.3. No Correction of Well Location. The Applicant does not seek to correct the location of a well in an existing decree. 3.4. No Change in Points of Diversion. The Applicant does not seek to change the point of diversion of the Columbine Ditch water right. 4. NAMES AND ADDRESSES OF 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: Pursuant to C.R.S. § 37-92-302(2)(b), Applicant shall supplement this Application with evidence that the Applicant has, within ten days of filing this Application, given notice of the Application by registered or

certified mail, return receipt requested, to the following owners of land upon which water is or will be stored: 4.1. The Box Creek Reservoir site and Arkansas River Intake are located on land where the underlying fee interest is owned by City of Aurora, c/o Director of Utilities, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012, and the U.S. Forest Service, San Isabel National Forest, 2840 Kachina Drive Pueblo, Colorado 81008. 4.2. The Strontia Springs Dam and Reservoir Complex are located on land where the underlying fee interest is owned by the City and County of Denver, acting by and through its Board of Water Commissioners 1600 West 12th Avenue, Denver, Colorado 80204-3412. 4.3. Spinney Mountain Reservoir, Aurora Rampart Reservoir, Quincy Reservoir, Aurora Reservoir, and ARR-A are located on land where the underlying fee interest is owned by the City of Aurora, c/o Director of Utilities, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012. 4.4. The East Reservoir sites are located on land where the underlying fee interest is owned by the parties listed on the attached Exhibit E. 4.5. The ARR-B and Tucson South sites are located on land where the underlying fee interest is owned by Aggregate Industries - WCR, Inc., 1707 Cole Boulevard, Suite 100, Golden, Colorado 80401; Thomas Z. and Elsie J. Mars, 3400 East 56th Avenue, Commerce City, Colorado 80022-3620; Amy Horiuchi, 16315 Tucson Street, Brighton 80602; and Robert L. Seltzer Family Trust, 33641 WCR 83, Briggsdale, Colorado 80611. 4.6. The Challenger Gravel Pit reservoir site is located on land where the underlying fee interest is owned by Front Range Aggregates, LLC, 1161 S. Perry Street, Suite 110, Castle Rock, Colorado 80104. 4.7. The Kirby Dersham Gravel Pit Reservoir and the Robert W. Walker Reservoir are located on land where the underlying fee interest is owned by HIBE, LLC,301 Centennial Drive, Milliken, Colorado 80543. 4.8. The Stillwater Ranch Reservoir is located on land where the underlying fee interest is owned by Carl F. Eiberger 303 South Broadway B-200, Denver, Colorado 80209 and Peter L. Baurer and Cynthia S. Baurer 810 Saturn St., #16, Jupiter, Florida 33477. 4.9. Fort Lupton Reservoir Nos. 1 and 2 are located on land where he underlying fee interest is owned by LG Everist, Inc.,7321 E. 88th Avenue., Suite. 200, Henderson, Colorado 80640. 4.10. Chatfield Reservoir is located on land where the underlying fee interest is owned by the United States of America, United States Army Corps of Engineers, Attn: Tim Carey, Division Manager, 9307 South Platte Canyon Road, Littleton, Colorado 80128. 4.11. Robinson Reservoir, Chalk Mountain Reservoir, Buffehr’s Lake, Climax Mine Underground Levels, Mayflower Pond, Tenmile Pond, Robinson Pond and Jones Reservoir are all owned by Climax Molybdenum Company, 1742 County Road 202, P.O. Box 68, Empire Colorado 80436. 5. REMARKS 5.1. The water delivered by the Columbine Ditch to the Arkansas River and South Platte River basins is foreign, imported water which, pursuant to C.R.S. § 37-82-106, Applicant is entitled to use, reuse and make successive use to extinction. 5.2. The water rights that are the subject of this matter were previously transferred out of the Colorado River basin by transmountain diversion. So far as appropriators of water from the Colorado River and its tributaries are concerned, use of water from the Columbine Ditch in the Arkansas River and South Platte River basins, is 100% consumptive. Twin Lakes Reservoir and Canal Co. v. City of Aspen, 193 Colo. 478, 568 P.2d 45, 50 (1977). 5.3. Appropriators of water from the Arkansas River and its tributaries have no vested rights to the continued import of foreign water from the Columbine Ditch in the Colorado River basin. Brighton Ditch Co. v. City of Englewood, 124 Colo. 366, 237 P.2d 116, 122 (1951). 5.4. Pursuant to C.R.S. § 37-83-101 and other applicable law, Applicant claims the right to recapture and store water diverted under the Columbine Ditch water right at other locations in the Arkansas River and South Platte River basins to the extent Aurora then has the right to use such other facilities and can demonstrate dominion over the water imported into those basins. 5.5. On the date of this Application FPDC simultaneously filed Applications identical in content with the Water Clerk for the District Court, Water Division 1 (South Platte River Basin); the Water Clerk for the District Court, Water Division 2 (Arkansas River Basin); and the Water Clerk for the District Court, Water Division 5 (Colorado River Basin). The only difference between the Applications filed in each Water Division is the caption, and only to

the extent the caption identifies the District Court for the appropriate Water Division, the Counties within each Water Division affected by the Application, and the case numbers. When the time for filing statements of opposition has expired pursuant to C.R.S. § 37-92-302, the Applicant will seek to consolidate the Applications pursuant to C.R.C.P. Rule 42.1. 5.6. The Board of Water Works of Pueblo maintains a continuing right to use water delivered by the Columbine Ditch as decreed in Case No. 90CW340 pursuant to an agreement with the Applicant. 5.7. No wells will be drilled for diversion of the Columbine Ditch water rights to be changed in this Application. 5.1. The source of water of the Columbine Ditch is not located within a designated ground water basin. 6. PRAYERS FOR RELIEF 6.1. Applicant respectfully requests this Court grant a decree for the requested changes of type and place of use, and places of storage of the Columbine Ditch water rights requested herein. 6.2. Applicant requests this Court also grant such additional relief that it deems necessary and appropriate to further the purposes of the change of water right requested herein.. Attachments: Exhibits A, B, C, D-1, D-2, D-3, D-4, D-5, D-6, E. 09CW279 Castle Pines North Metropolitan District, Attention: Jim McGrady, District Manager, 7404 Yorkshire Drive, Castle Rock, CO 80108, (303) 242-3262. CONCERNING THE APPLICATION FOR A CONDITIONAL APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE, CHANGE OF WATER RIGHTS AND CONDITIONAL STORAGE RIGHTS IN THE SOUTH PLATTE RIBVER AND ITS TRIBUTARIES IN WELD, ADAMS, JEFFERSON, ARAPAHOE, AND DOUGLAS COUNTIES, AND THE CITY AND COUNTY OF DENVER, COLORADO. NAME, ADDRESS AND TELEPHONE NUMBER OF APPLICANT: Castle Pines North Metropolitan District, Attention: Jim McGrady, District Manager, 7404 Yorkshire Drive, Castle Rock, CO 80108, (303) 242-3262. (Mary Mead Hammond, Esq. and Karl D. Ohlsen, Esq. of Carlson, Hammond & Paddock, LLC, 1700 Lincoln St., Suite 3800, Denver, CO 80203-4539, (303) 861-9000). 2. INTRODUCTION. The Applicant is a metropolitan district located in Townships 5 and 6 South, Range 67 West, 6th P.M. The Applicant currently provides municipal water service to customers within its service area. A map of the Applicant’s boundaries and service area is attached hereto as Exhibit A. The Applicant has projected a water demand for potable and non-potable uses of 2,290 acre-feet in 2010, and of 2,518 acre-feet in 2020, for lands within the current District boundaries. The District anticipates that additional contiguous lands may be included within its boundaries and that it may provide municipal water service to such land, but has not yet projected water demand for such additional service. The Applicant’s water supply is currently derived from wells diverting water from the Denver Basin Aquifers. The Applicant, individually and as a member of the South Metro Water Supply Authority, has recognized a need to diversify its water supply to include renewable water supply sources to ensure long-term sustainability, and has therefore set a goal of developing renewable supplies of at least 484 acre-feet per year by 2010, and of at least 1,588 acre-feet per year by 2020. The Applicant has examined multiple renewable water supply options, and has determined that water sources in the middle South Platte River, in Adams and Weld County, will aid it in reaching its goal of providing a long-term, sustainable, and renewable water supply. To date, the Applicant has purchased 105 shares of the capital stock of the Fulton Irrigating Ditch Company and ½ share of the capital stock of the Platteville Irrigation and Milling Company for use in its service area by diversion and storage by exchange, and for augmentation of out of priority depletions. The Applicant continues to pursue additional water rights to provide a renewable water supply. This Application seeks adjudication of (1) a conditional appropriative right of substitution and exchange for any water owned or controlled by Applicant and diverted from the South Platte and its tributaries, including those rights that are the subject of the application for a change of water right in Section 4 of this Application. Thus, the application seeks a conditional decree authorizing it to divert water from the South Platte River at Chatfield Reservoir, and to satisfy the demand of downstream calling water rights by delivering water

available on the Applicant’s changed water rights either on a direct-flow basis, or by release of previously stored water. The water diverted upstream by exchange will be delivered into Applicant’s municipal water supply system for storage, direct use, or further exchange and/or augmentation of out-of-priority depletions. The Applicant also seeks conditional rights of exchange between the various exchange-to and exchange-from points set forth in Section 3 below, so that it can effect intermediate exchanges by exchanging water upstream to identified storage structures and diversion points for subsequent exchange or delivery into the District’s service area. In addition, the Application seeks (2) a change of water rights for water available under its shares of capital stock in the Fulton Irrigating Ditch Company and the Platteville Irrigation and Milling Company to allow delivery into the Applicant’s municipal system as provided herein and use for all municipal uses, further exchange and/or augmentation of out-of-priority depletions, and storage for all such uses, in addition to the existing decreed uses; and (3) conditional water storage rights in Stagecoach Pit Reservoir and McGrady Reservoir, for the purpose of storing water for exchange upstream to provide water to the Applicant’s service area, for release as a replacement supply during operation of the exchanges requested herein, and/or for augmentation of out-of-priority depletions. 3. CONDITIONAL APPROPRIATIVE RIGHT OF EXCHANGE. 3.1. Names of Structures Involved and Legal Descriptions: 3.1.1. Exchange From Points: 3.1.1.1. Heit Pit: (1) Pit Location: Located in the NW1/4 SE1/4, the NE1/4 SE1/4, the SW1/4 NE1/4, and the SE1/4 NE1/4 of Section 13, Township 2 North, Range 67 West, 6th P.M., the centroid being approximately 2300 feet from the north section line and 920 feet from the east section line. (2) Diversion Location (1): Meadow Island Ditch No. 1 headgate, located in the NE1/4 SW1/4 of Section 19 in Township 2 North, Range 66 West, 6th P.M., 2060 feet from the south section line and 2275 feet from the west section line. (3) Diversion Location (2): Lupton Bottom Ditch headgate, located in the NW1/4 SW1/4 Section 19, Township 1 North, Range 66 West, 6th P.M., 2110 feet from the south section line and 60 feet from the west section line.(4) South Platte Discharge Location: Located between the SW1/4 SW1/4, and the NW1/4 SW1/4 Section 18, Township 2 North, Range 66 West, 6th P.M., 1265 feet from the south section line and 320 feet from the west section line. (5) Little Dry Creek Discharge Location: Located in the SE1/4 NE1/4 Section 12, Township 2 North, Range 67 West, 6th P.M., 1880 feet from the north section line and 1310 feet from the east section line. 3.1.1.2. Koenig Pit:(1) Pit Location: Located in the SW1/4 SE1/4 and the SE1/4 SE1/4 Section 13, Township 2 North, Range 67 West, 6th P.M., the centroid being approximately 660 feet from the east section line and 660 feet from the south section line. (2) Diversion Location (1): Meadow Island Ditch No. 1 headgate, described above. (3) Diversion Location (2): Koenig Pump Station, located in the NW1/4 SW1/4 Section 18, Township 2 North, Range 66 West, 6th P.M., 3800 feet from the north section line and 500 feet from the west section line. (4) Diversion Location (3): Lupton Bottom Ditch headgate, described above. (5) South Platte Discharge Location: Same location as Heit Pit Discharge Location, described above. (6) Little Dry Creek Discharge Location: Same location as Heit Pit Little Dry Creek Discharge Location, described above. 3.1.1.3. City of Thornton NCCI Pit: (1) Pit Location: Located in the NW1/4 SE1/4, the NE1/4 SE1/4, the SE1/4 SE1/4, SW1/4 SE1/4, SW1/4 NE1/4, and the SE1/4 NE1/4 Section 24, Township 2 North, Range 67 West, 6th P.M., the centroid being approximately 750 feet from the east section line and 660 feet from the south section line. (2) Diversion Location: Lupton Bottom Ditch headgate, as described above. (3) South Platte Discharge Location: Located in NE1/4 SW1/4 Section 19, Township 2 North, Range 66 West, 6th P.M., 2450 feet from the north section line and 350 feet from the west section line. (4) Little Dry Creek Discharge Location: Sale location as th Heit Pit Little Dry Creek Discharge Location, described above. 3.1.1.4. Stagecoach Reservoir Pit: (1) Pit Location: Located in the NW1/4 NW1/4, the SW1/4 NW1/4, and the NE1/4 NW1/4 Section 35, Township 1 South, Range 67 West, 6th P.M., the centroid being approximately 660 feet from the west section line and 900 feet from the north section line. (2) Diversion Location: Fulton Ditch headgate, located in the NE1/4 SE 1/4

Section 17, Township 2 South, Range 67 West, 6th P.M., 2450 feet from the south section line and 175 feet from the east section line. (3) South Platte Discharge Location: Located in the NE1/4 NE1/4 Section 34, Township 1 South, Range 67 West, 6th P.M., 600 feet from the north section line and 150 feet from the east section line. 3.1.1.5. Worthing Pit: (1) Pit Location: Located in the NE1/4 NW1/4, the SW1/4 NE1/4, the NW1/4 NE1/4, the SE1/4 NW1/4, and the NE1/4 SE1/4 Section 26, Township 1 South, Range 67 West, 6th P.M., the centroid being approximately 2350 feet from the west section line and 1400 feet from the north section line. (2) Diversion Location: Fulton Ditch headgate, described above. (3) South Platte Discharge Location: Located in the NE1/4 NW1/4 Section 26, Township 1 South, Range 67 West, 6th P.M., 1100 feet from the north section line and 1520 feet from the west section line. 3.1.1.6. Aurora-Everist Pit: (1) Pit Location: Located in the NE1/4 NE1/4, SE1/4 NE1/4, NW1/4 NE1/4, and the SW1/4 NE1/4 Section 25, Township 2 North, Range 67 West, and NE1/4 NW1/4, SE1/4 NW1/4, NW1/4 NW1/4 SW1/4 NW1/4, SW1/4 NE1/4 Section 30, Township 2 North, Range 66 West 6th P.M., the centroid being approximately 1600 feet from the north line and 2000 feet from the west line. (2) Diversion Location: Lupton Bottom Ditch, described above. (3) South Platte Discharge Location: Located SW1/4 NE1/4 Section 30, Township 2 North, Range 66 West 6th P.M., 1400 feet from the east section line and 1450 feet from the north section line. 3.1.1.7. Walker Pit: (1) Pit Location: Located in the SW1/4 NE1/4, the SE1/4 NE1/4, the NW1/4 SE1/4, the NE1/4 SE1/4, the SW1/4 SE1/4, and the SE1/4 SE1/4 Section 36, Township 1 North, Range 67 West, 6th P.M., the centroid being approximately 900 feet from the east section line and 1800 feet from the south section line. (2) Diversion Location (1): The Brighton Ditch headgate, located in the SE1/4 SE 1/4 Section 11, Township 1 South, Range 67 West, 6th P.M., 650 feet from the south line and 1260 feet from the east line. (3) Diversion Location (2): Walker Pit pump station, located on the west bank of the South Platte River in the SW1/4 NW1/4 Section 31, Township 1 North, Range 66 West, 6th P.M., 2400 from the north line and 1300 feet from the west line. (4) South Platte Discharge Location: Located on the quarter section line between the SW1/4 NW1/4 and the NW 1/4 SW1/4 Section 31, Township 1 North, Range 66 West, 6th P.M., 2640 feet from the south section line and 1200 feet from the west section line. 3.1.1.8. ARR B Tucson South Pit: (1) Pit Location: Located in the NE1/4 SW1/4, the NW1/4 SE1/4, the NE1/4 SE1/4, the SE1/4 SW1/4, the NW1/4 SW1/4, the SW1/4 SW1/4, and the SW1/4 SE1/4 all in Section 1, Township 1 South, Range 67 West, 6th P.M., the centroid being approximately 1320 feet from the south section line and 2200 feet from the east section line. (2) Diversion Location: Brighton Ditch headgate, described above. (3) South Platte Discharge Location: Located in the NE1/4 SE1/4 Section 1, Township 1 South, Range 67 West, 6th P.M., 2200 feet from the south section line and 40 feet from the east section line. 3.1.1.9. Meadow Island Return Facility: (1) Diversion Location: Meadow Island No. 1 Ditch, described above. (2) South Platte Discharge Location: Located in the NW1/4 SE1/4 Section 25, Township 3 North, Range 67 West, 6th P.M., 2500 feet from the south section line and 1330 feet from the east section line. (3) Little Dry Creek Discharge Location: Located in the SE 1/4 NE1/4 Section 12, Township 2 North, Range 67 West, 6th P.M., 1880 feet from the north section line and 1310 feet from the east section line. 3.1.1.10. Fulton Ditch Combined Augmentation Return I: (1) Diversion Location: Fulton Ditch headgate, described above. (2) South Platte Discharge Location: Located in the SE1/4 NE1/4 of Section 17, Township 2 South, Range 67 West, 6th P.M. 2170 feet from the North section line and 10 feet from the east section line. 3.1.1.11. Fulton Ditch Combined Augmentation Return II: (1) Diversion Location: Fulton Ditch headgate, described above. (2) South Platte Discharge Location: Located in the SE1/4 SW1/4 Section 19, Township 2 North, Range 66 West, 6th P.M., 700 feet from the south section line and 2660 feet from the east section line. 3.1.1.12. Platteville Return: (1) Diversion Location: Platteville Ditch headgate, located in the NW1/4 SE1/4 Section 31, Township 2 North, Range 66 West, 6th P.M., Weld County, CO, 2600 feet from the south section line and 2320 feet from the east section line. (2) South Platte Discharge Location: Located in the SW1/4 SE1/4 Section 19, Township 2 North, Range 66 West of the 6th PM, 30

feet from the south section line and 1750 feet from the east section line. 3.1.1.13. McGrady Reservoir: (1) Pit Location: Located in the SW1/4 SE1/4, SE1/4 SE1/4, NW1/4 SE1/4, NE1/4 SE1/4, SE1/4 SW1/4, and NE1/4 SW1/4 Section 19, Township 2 North, Range 66 West, 6th PM, the centroid being approximately 1330 feet from the south section line and 1160 feet from the east section line. (2) Diversion Location (1): Fulton Ditch headgate, described above. (3) Diversion Location (2): Platteville Ditch headgate, described above. (3) South Platte Discharge Location: Located in the NW1/4 SE 1/4 Section 19, Township 2 North, Range 66 West, 6th P.M., 2460 feet from the east section line and 2440 feet from the south section line. 3.1.1.14. Central Colorado Water Conservancy District Augmentation Return (1) Diversion Location (1): Fulton Ditch headgate, described above. (2) Diversion Location (2): Platteville Ditch headgate, described above. (3) South Platte Discharge Location: Located in the SW1/4 SE1/4 Section 19, Township 2 North, Range 66 West, 6th P.M., 660 feet from the south section line and 2630 feet from the east section line. 3.1.2. Exchange To Points: 3.1.2.1. Platteville Ditch (Central Colorado Water Conservancy District Augmentation Return, McGrady Reservoir) (1) Decreed Point of Diversion: On the South Platte River in Section 31, Township 2 North, Range 66 West, 6th P.M. (2) PLSS: Located in the NW1/4 SE1/4 Section 31, Township 2 North, Range 66 West, 6th P.M., 2600 feet from the south section line and 2320 feet from the east section line. 3.1.2.2. Lupton Bottom Ditch (Koenig Pit, City of Thornton NCCI Pit, Heit Pit, Aurora-Everist Pit) (1) Decreed Point of Diversion: On the South Platte River in NW1/4 SW1/4 Section 19, Township 1 North, Range 66 West, 6th P.M. (2) PLSS: Located in the NW1/4 SW1/4 Section 19, Township 1 North, Range 66 West, 6th P.M., 2110 feet from the south section line and 60 feet from the west section line. 3.1.2.3. Prairie Waters Project Wellfield (1) Decreed Point of Diversion: On the South Platte River in Sections 7, 18, 19, 30, 31, Township 1 North, Range 66 West, 6th P.M., at the locations described in Exhibit B-1 and shown in Exhibit B-2, attached. 3.1.2.4. Brighton Ditch (Tucson Pit, Walker Pit) (1) Decreed Point of Diversion: On the South Platte River in SE1/4 SE1/4 Section 11, Township 1 South, Range 67 West, 6th P.M. (2) PLSS: Located in the SE1/4 SE1/4 Section 11, Township 1 South, Range 67 West, 6th P.M., 650 feet from the south section line and 1260 feet from the east section line. 3.1.2.5. United Water and Sanitation District PL No. 3 Diversion (East Cherry Creek Valley Pipeline) (1) PLSS: Located in the NE1/4 SW1/4 Section 26, Township 1 South, Range 67 West, 6th P.M., 1480 feet from the south section line and 1860 feet from the west section line. 3.1.2.6. Fulton Ditch (Fulton Return I, Fulton Return II, McGrady Reservoir) (1) Decreed Point of Diversion: On the east side of the South Platte River near Section 9 between Sections 16 and 17 in Township 2 South, Range 67 West, 6th P.M. (2) PLSS: Located in the NE 1/4 SE1/4 of Section 17, Township 2 South, Range 67 West, 6th P.M., 2450 feet from the south section line and 175 feet from the east section line. 3.1.2.7. Meadow Island Ditch No. 1 (Heit Pit, Koenig Pit, Meadow Island Return Facility) (1) Decreed Point of Diversion: On the South Platte River in SW1/4 Section 19, Township 2 North, Range 66 West, 6th P.M. (2) PLSS: Located in the NE1/4 SW1/4 of Section 19, Township 2 North, Range 66 West, 6th P.M., 2060 feet from the south section line and 2275 feet from the west section line. 3.1.2.8. Koenig Pump Station (Koenig Pit) (1) Decreed Point of Diversion: On the South Platte River in NW1/4 SW1/4 Section 18, Township 2 North, Range 66 West, 6th P.M. (2) PLSS: Located in the NW1/4 SW1/4 Section 18, Township 2 North, Range 66 West, 6th P.M., 3800 feet from the north section line and 500 feet from the west section line. 3.1.2.9. Chatfield Reservoir (CPNMD-Centennial Connection Pipeline) (1) Decreed Point of Diversion: From Case No. W-8783-77, the right abutment of the dam is located in Douglas County, CO, in Sections 6 and 7, Township 6 South, Range 68 West, 6th P.M., and the left abutment of which is located in Jefferson County, CO, in Section 1, Township 6 South, Range 69 West, 6th P.M. (2) PLSS: The center of the dam is located in the NE1/4 SE1/4 Section 1, Township 6 South, Range 69 West, 6th P.M., 1000 feet from the east section line and 2200 feet from the south section line. 3.1.3. PLSS Descriptions. In the event there is any discrepancy between the description of the water rights in Section 3.1.1 and 3.1.2 and the terms of their 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 the respective decrees adjudicating the water rights and structures when evaluating the claims made in this Application. 3.1.4. Exchange Reach. The exchange reach claimed extends from its furthest downstream terminus at the South Platte Discharge Location of the Meadow Island Return Facility (described in paragraph 3.1.1.9 above) upstream to the furthest upstream terminus at Chatfield Reservoir (described in paragraph 3.1.2.9 above). The Applicant requests the right to exchange from any of the exchange-from points identified in paragraph 3.1.1 to any of the exchange-to points identified in paragraph 3.1.2. In addition, the Applicant 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, Adams County, or Douglas County, CO. Maps showing the location of the structures involved are attached as Exhibits C-1 through C-4. 3.2. Source: The source of substitute water supply for this exchange is any water owned, controlled, or available for use by Applicant that may be lawfully diverted from the South Platte and its tributaries in Weld and Adams County, including but not limited to those water rights changed pursuant to Section 4 of this Application or those water rights stored pursuant to Section 5 of this Application. 3.3. Appropriation: 3.3.1. Date of initiation of appropriation: December 31, 2009. 3.3.2. How appropriation was initiated: By forming the intent to appropriate this right 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. 3.3.3. Date water applied to beneficial use: N/A, Conditional. 3.4. Amount claimed: 500 c.f.s.,CONDITIONAL, for a maximum of 5,000 acre-feet annually. The maximum rate of flow for the various intermediate exchanges within the overall exchange is set forth in Exhibit D. 3.5. Use or Proposed Use: The water diverted pursuant to this appropriative right of substitution and exchange will be delivered to and used within the Applicant’s service area as it now exists or may be expanded in the future for all beneficial uses for which the waters to be exchanged are decreed or may be lawfully used by Applicant, including, but not limited to, all municipal uses, reuse, and successive use, including the right of storage for later use, and for use by further exchange and/or augmentation to replace out of priority depletions. 3.6. Remarks: 3.6.1. See Section 6 below for the names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. 3.6.2. To the extent the Applicant does not own or control the structures identified in paragraphs 3.1.1. and 3.1.2. above, the Applicant will obtain permission from the owners prior to using them for exercise of the conditional appropriative right of exchange requested herein. 3.6.3. The Applicant will account for any lagged depletions resulting from the operation of the Prairie Waters Well Field as an exchange-to point in the operation of the conditional appropriative right of exchange requested herein as required to prevent injury. 3.6.4. The Applicant will use, reuse, successively use, and fully consume all water exchanged pursuant to the conditional appropriative right of exchange requested herein. 4. CHANGES OF WATER RIGHTS: FULTON AND PLATTEVILLE DITCH SHARES 4.1. Decreed water right for which change is sought: 105 shares of the capital stock of the Fulton Irrigating Ditch Company. 4.1.1. Name of Structure: Fulton Ditch 4.1.2. Date of Original and all relevant subsequent decrees: April 28, 1883; Case No. Case No. 6009, District Court, Arapahoe County, CO. 4.1.3. (1) Decreed Point of Diversion: On the east side of the South Platte River near Section 9 between Sections 16 and 17 in Township 2 South, Range 67 West, 6th P.M. (2) PLSS: Located in the NE1/4 SE1/4 of Section 17, Township 2 South, Range 67 West, 6th P.M., 2450 feet from the south section line and 175 feet from the east section line. (3) The location of the Fulton Ditch is shown on the map attached hereto as Exhibit C-3. 4.1.4. Source: South Platte River 4.1.5. Appropriation Date and Amounts: May 1, 1865, for 79.70 c.f.s. July 8,

1876, for 74.25 c.f.s. November 5, 1879, for 50.23 c.f.s. 4.1.6. Decreed Use: Irrigation 4.1.7. Amount of water that Applicant intends to change:105 shares out of a total of 7,185 shares of the capital stock of the Fulton Irrigating Ditch Company. 4.2. Decreed water right for which change is sought: 1/2 share of the capital stock of the Platteville Irrigation and Milling Company. 4.2.1. Name of Structure: Platteville Ditch 4.2.2. Date of Original and all relevant subsequent decrees: April 28, 1883; Case No. 6009, District Court, Arapahoe County, CO. 4.2.3. (1) Decreed Point of Diversion: On the South Platte River in Section 31, Township 2 North, Range 66 West, 6th P.M. (2) PLSS: Located in the NE1/4 SE1/4 of Section 31, Township 2 North, Range 66 West, 6th P.M., 2600 feet from the south section line and 2320 feet from the east section line. (3) The location of the Platteville Ditch is shown on the map attached hereto as Exhibit C-2. 4.2.4. Source: South Platte River 4.2.5. Appropriation Date and Amounts: July 1, 1862, for 47.88 c.f.s. January 1, 1871, for 5.25 c.f.s. October 15, 1873, for 94.25 c.f.s. 4.2.6. Decreed Use: Irrigation 4.2.7. Amount of water that Applicant intends to change: ½ share out of a total of 24.5 shares of the capital stock of the Platteville Irrigation and Milling Company 4.3. Detailed Description of proposed change: (complete statement of change, including a description of all water rights to be changed, a USGS topographic map showing the approximate location of historical use of the rights and proposed place of use, and records or summaries of records of actual diversions of each right the applicant intends to rely on to the extent such records exist. In addition, you may submit a report by an engineer that includes this information. Please be aware that early in the proceedings, you will be required to supply detailed information, such as the historical consumptive use on a monthly basis of the water rights you propose to change and an analysis of historical return flow patterns. You are encouraged to provide such information with this application): 4.3.1. Change of Use: Applicant proposes to change the above-described water rights to add to the decreed beneficial uses all municipal uses within the Applicant’s service area as it now exists or is enlarged in the future; use by augmentation and replacement of out-of-priority depletions; exchange, including exchange pursuant to that applied for in Section 3 of this Application; and storage for all the described uses, including but not limited to storage in the reservoirs identified in paragraphs 3.1.1 and 3.1.2. and in the Denver Basin Aquifers. Applicant 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. Until the water is needed for delivery to and use in the Applicant’s service area, whether by direct diversion, exchange, or as a source of augmentation for out of priority depletions, the water will be used to irrigate the historically-irrigated lands or other lands within the service areas of the Fulton and/or Platteville Ditches. 4.3.2. Alternate Points of Diversion: The Applicant proposes to add alternate points of diversion for the changed water rights at each of the points identified in Paragraphs 3.1.1. and 3.1.2. above. The Applicant will limit its diversions at the alternate points of diversion to those amounts legally and physically available at the original points of diversion, based on the Applicant’s pro rata share of headgate diversions, and accounting for applicable transit losses. 4.3.3. Historical Use of the Water Rights to be Changed: 4.3.3.1. Fulton Ditch shares: (1) 80 Shares (Anders Farms): Applicant’s water rights represented by 80 shares of capital stock in the Fulton Irrigating Ditch Company have been and currently are used to furrow irrigate approximately 215± acres located on one 103-acre farm in the SW1/4 of Section 17 and two 56-acre farms in the N1/2 SW1/4 and the S1/2 SW1/4 of Section 20, Township 2 North, Range 66 West, 6th P.M., as illustrated on the map attached as Exhibit E. Diversion summaries for the Fulton Ditch from 1911 through 2008 are attached as Exhibit F. The crops historically grown have been corn, alfalfa, potatoes, and other crops. (2) 25 shares (Arends Farm): Applicant’s water rights represented by 25 shares of capital stock in the Fulton Irrigating Ditch Company were used together with 5 additional Fulton shares to irrigate 33 ± acres of a farm located in the SE1/4 SE1/4 of Section 14, the SW1/4 SW1/4 of Section 13, and the NW1/4 NW1/4 of Section 24, Township 1 South, Range 67 West, 6th P.M., as illustrated on

the map attached as Exhibit G, from 1915 through 1985; five of the 30 shares were sold in 1985, and the Applicant’s 25 shares were used to irrigate 18-22 acres from 1986 through 1993. Since 1994, the 25 shares have been leased for use on various farms under the Fulton Ditch near the historically irrigated lands. The crops historically grown have been corn, alfalfa and sorghum. 4.3.3.2. Platteville Ditch Shares: (1) One-half Share (Anders Brothers Farm): Applicant’s water rights represented by 1/2 share in the Platteville Ditch have been used to irrigate approximately 67± acres located in the E1/2 SE1/4 of Section 19, Township 2 North, Range 66 West, 6th P.M., as illustrated on the map attached as Exhibit E. Diversion summaries for the Platteville Ditch from 1911 to 2008 are attached as Exhibit H. The crops historically grown have been corn, small vegetables, and alfalfa. 4.4. Remarks: 4.4.1. See Section 6 below for names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. 4.4.2. Applicant will continue to pay all ditch company assessments on its Fulton and Platteville Ditch shares and its shares will be subject to normal system losses. Applicant will continue to take delivery of all water it will use for agricultural irrigation at its current points of diversion from the ditches unless other delivery points are allowed by the ditch companies. 4.4.3. Applicant will quantify the historical consumptive use of its Fulton Ditch shares and Platteville Ditch shares based upon either the use of the pro rata share of headgate diversions delivered on such shares on the historically-irrigated lands (parcel-specific analysis) or upon a pro rata share of ditch-wide historical use (ditch-wide analysis). Applicant will continue to farm the historically-irrigated lands to the extent that water is available, but will not irrigate any such lands required to be removed from irrigation to allow the change of use absent Water Court approval. 4.4.4. The Applicant will use, reuse, successively use, and fully consume all water changed pursuant to this application for which it has replaced all historical return flows. 4.4.5. To the extent the Applicant does not own or control the structures identified in Section 4, the Applicant will obtain permission from the owners or controllers prior to using them for exercise of the change of water rights requested herein. 5. CONDITIONAL STORAGE RIGHTS. 5.1. Name of Reservoir: Stagecoach Reservoir Pit. 5.1.1. Legal description: Stagecoach Reservoir is located in the NW1/4 NW1/4, the SW1/4 NW1/4, and the NE1/4 NW1/4 of Section 35, Township 1 South, Range 67 West, 6th P.M., the centroid being approximately 660 feet from the west section line and 900 feet from the north section line. The location of the structure is shown on Exhibit C-3. 5.1.2. Source: Water available in priority in the South Platte River and its tributaries. Name of ditch used to fill reservoir and capacity in CFS: Fulton Ditch, 204.18 c.f.s. 5.1.3. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Fulton Ditch, 204.18 c.f.s., headgate location described in paragraph 4.1 above. 5.1.4. Appropriation: 5.1.4.1. Date of initiation of appropriation: December 31, 2009. 5.1.4.2. How appropriation was initiated: By forming the intent to appropriate this conditional storage right 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 of the appropriation at the locations of the conditional storage rights; and (3) filing the application herein. 5.1.4.3. Date water applied to beneficial use: N/A. Conditional. 5.1.5. Amount claimed: 5.1.5.1. 500 acre-feet, CONDITIONAL, fill and refill throughout the year. 5.1.5.2. If off-channel reservoir, rate of diversion: 32 c.f.s. 5.1.6. Use: All municipal purposes within the Applicant’s service area as it now exists and as it may be enlarged in the future, or as a source of augmentation water or replacement water in an augmentation plan or exchange operated for the purpose of providing water to the Applicant’s service area. Further, while stored in the reservoir, water will be used for recreation, fish and wildlife habitat, and aesthetic purposes therein. All water stored in the reservoir may be used, reused, successively used, and fully consumed. 5.1.7. Surface area at high water line: 40 acres. 5.1.7.1. Vertical height of dam (Measured vertically from the elevation of the lowest point of the

natural surface of the ground where that point occurs along the longitudinal centerline of the dam up to the crest of the emergency spillway of the dam): N/A (excavated and lined gravel pit). 5.1.7.2. Length of dam: N/A. 5.1.8. Total capacity of reservoir: 500 acre-feet. 5.1.8.1. Active capacity: 500 acre-feet. 5.1.8.2. Dead storage: 0 acre-feet. 5.2. Name of Reservoir: McGrady Reservoir. 5.2.1. Legal description: McGrady Reservoir is located in the SW1/4 SE1/4, SE1/4 SE1/4, NW1/4 SE1/4, NE1/4 SE1/4, SE1/4 SW1/4, and NE1/4 SW1/4 Section 19, Township 2 North, Range 66 West, 6th P.M., 1330 feet from the south section line and 1160 feet from the east section line. The location of the structure is shown in Exhibit C-1 attached hereto. 5.2.2. Source: Water available in priority in the South Platte River and its tributaries. Name of ditch used to fill reservoir and capacity in CFS: Platteville Ditch, 147.38 c.f.s. 5.2.3. If off-channel reservoir, name and capacity of ditch or ditches used to fill reservoir, and legal description of each point of diversion: Platteville Ditch, 147.38 c.f.s., headgate location described in paragraph 4.2. above. 5.2.4. Appropriation: 5.2.4.1. Date of initiation of appropriation: December 31, 2009. 5.2.4.2. How appropriation was initiated: By forming the intent to appropriate this conditional storage right 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 of the appropriation at the locations of the conditional storage rights; and (3) filing the application herein. 5.2.4.3. Date water applied to beneficial use: N/A. Conditional. 5.2.5. Amount claimed: 5.2.5.1. 5500 acre-feet, CONDITIONAL, fill and refill throughout the year. 5.2.5.2. If off-channel reservoir, rate of diversion: up to 147.38 c.f.s. 5.2.6. Use: All municipal purposes within the Applicant’s service area as it now exists and as it may be enlarged in the future, or as a source of augmentation water or replacement water in an augmentation plan or exchange operated for the purpose of providing water to the Applicant’s service area. Further, while stored in the reservoir, water will be used for recreation, fish and wildlife habitat, and aesthetic purposes therein. All water stored in the reservoir may be used, reused, successively used, and fully consumed. 5.2.7. Surface area at high water line: 120 acres. 5.2.7.1. Vertical height of dam (Measured vertically from the elevation of the lowest point of the natural surface of the ground where that point occurs along the longitudinal centerline of the dam up to the crest of the emergency spillway of the dam): N/A (excavated and lined gravel pit). 5.2.7.2. Length of dam: N/A. 5.2.8. Total capacity of reservoir: 5500 acre-feet. 5.2.7.3. Active capacity: 5500 acre-feet. 5.2.7.4. Dead storage: 0 acre-feet. 5.3. Remarks: 5.3.1. See Section 6 below for names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. 5.3.2. These storage reservoirs may be filled and refilled throughout the year depending on available water supplies. 5.3.3. Water stored in these reservoirs will be used, reused, successively used, and fully consumed in use pursuant to the Applicant’s plan for use of such water. 6. NAMES AND ADDRESSES OF OWNERS OR REPUTED OWNERS OF LAND UPON WHICH STRUCTURES INVOLVED IN THIS APPLICATION ARE OR WILL BE CONSTRUCTED. 6.1. Heit Pit: 6.1.1. Pit Location: Heit Farm LTD LLP, 4520 County Rd 27, Fort Lupton, CO 80621; and City of Broomfield, 1 Descombes Drive, Broomfield, CO 80038; SW Chambers LLC, 7600 E. Orchard Rd, Suite 370 S., Greenwood Village, CO 80111; SW Chambers LLC, 7600 Orchard Rd., Suite 370 S., Greenwood Village, CO 80111 6.1.2. Diversion Location (1): Darrell & Nelva Bearson, 9208 County Road 25, Fort Lupton, CO 80621. 6.1.3. Diversion Location (2): The Lupton Bottom Ditch Company, Howard Cantrell, Secretary, P.O. Box 305, Fort Lupton, CO 80621; and Richard Hein, 5290 E. Yale Cir. No. 103, Denver, CO 80222. 6.1.4. South Platte Discharge Location: Central Colorado Water Conservancy District, Ground Water Management Subdistrict, 3209 W. 28th St., Greeley, CO 80631. 6.1.5. Little Dry Creek Discharge Location: Catherine S. Miller, Miller Family Farms, LLC, 12251 County Road 22.5, Fort Lupton, CO 80621. 6.2. Koenig Pit: 6.2.1. Pit Location: Central Colorado Water Conservancy District Ground Water Management

Subdistrict, 3209 W. 28th St., Greeley, CO 80631. 6.2.2. Diversion Location (1): Darrell & Nelva Bearson, 9208 County Road 25, Fort Lupton, CO 80621; and Richard Hein, 5290 E. Yale Cir. No. 103, Denver, CO 80222. 6.2.3. Diversion Location (2): Christine J. Smith Revocable Trust and Robert M. Stahl, 9378 County Road 25, Fort Lupton, CO 80621. 6.2.4. Diversion Location (3): The Lupton Bottom Ditch Company, Howard Cantrell, Secretary, P.O. Box 305, Fort Lupton, CO 80621. 6.2.5. South Platte Discharge Location: Central Colorado Water Conservancy District, Ground Water Management Subdistrict, 3209 W. 28th St., Greeley, CO 80631. 6.2.6. Little Dry Creek Diligence Location: Catherine S. Miller, Miller Family Farms, LLC, 12251 County Road 22.5, Fort Lupton, CO 80621. 6.3. City of Thornton NCCI Pit: 6.3.1. Pit Location: City of Thornton, 9500 Civic Center Drive, Thornton, CO 80229; Northern Colorado Constructors, Inc., 9075 CR 10, Fort Lupton, CO 80621. 6.3.2. Diversion Location: Darrell & Nelva Bearson, 9208 County Road 25, Fort Lupton, CO 80621. 6.3.3. South Platte Discharge Location: Darrell & Nelva Bearson, 9208 County Road 25, Fort Lupton, CO 80621. 6.3.4. Little Dry Creek Discharge Location: Catherine S. Miller, Miller Family Farms, LLC, 12251 County Road 22.5, Fort Lupton, CO 80621. 6.4. Stagecoach Reservoir Pit: 6.4.1. Pit Location: ZBES 0901150 LLC, c/o Albert Frei and Sons, Inc., 7321 E. 88th Ave., Suite 100, Henderson, CO 80640; and Henderson Aggregate LTD, 7321 E. 88th Ave., Henderson, CO 80640; and Patricia L. Hamilton Living Trust, 10485 Henderson Rd., Brighton, CO 80601. 6.4.2. Diversion Location: The Fulton Irrigating Ditch Company, 25 South Fourth Avenue, Brighton, CO 80601-2029. 6.4.3. South Platte Discharge Location: Adams County, Adams County Regional Park Complex, 450 S. 4th Ave., Brighton, CO 80601. 6.5. Worthing Pit: 6.5.1. Pit Location: Henderson Aggregate LTD, 7321 E. 88th Ave., P.O. Box 700, Henderson, CO 80640; and Albert R. Frei Living Trust, P.O. Box 700, Henderson, CO 80640; and Dennis J. and Debra A. Deardorff, 13293 Brighton Rd., Brighton, CO 80601; and Stuart and Michelle Tashiro, 13393 Brighton Rd., Brighton, CO 80601. 6.5.2. Diversion Location: The Fulton Irrigating Ditch Company, 25 South Fourth Avenue, Brighton, CO 80601-2029. 6.5.3. South Platte Discharge Location: Henderson Aggregate LTD, P.O. Box 700, Henderson, CO 80640. 6.6. Everist Pit: 6.6.1. Pit Location: L. G. Everist, Inc., PO Box 5829, Sioux Falls, SD 57117; L. G. Everist, Inc., 12100 County Rd. 18, Fort Lupton, CO 80621; L. G. Everist, Inc., 7321 E. 88th Ave. No. 200, Henderson, CO 80640; Freddy E. and Lisa I. Dodge, 11992 County Rd. 18, Fort Lupton, CO 80621; City of Aurora, 15151 E. Alameda Ave. Pkwy, No. 3600, Aurora, CO 80012. 6.6.2. Diversion Location: The Lupton Bottom Ditch Company, Howard Cantrell, Secretary, P.O. Box 305, Fort Lupton, CO 80621. 6.6.3. South Platte Discharge Location: City of Aurora, 15151 E. Alameda Avenue Parkway, No. 3600, Aurora, CO 80012. 6.7. Walker Pit: 6.7.1. Pit Location: Peter L. and Cynthia S. Baurer, 810 Saturn St. No. 16, Jupiter, FL 33477; and Hall Irwin Corp., 301 Centennial Dr., Milliken, CO 80543; and Carl F. Eiberger, 303 S. Broadway B-200, Denver, CO 80209; and HIBE LLC, 301 Centennial Dr., Milliken, CO 80543; and Lot Holding Investments LLC, 301 Centennial Dr., Milliken, CO 80543. 6.7.2. Diversion Location (1): Brighton Ditch Co., 3286 Weld County Rd. 23, Ft. Lupton, CO 80621. 6.7.3. Diversion Location (2): Carl F. Eiberger, 303 S. Broadway B-200, Denver, CO 80209. 6.7.4. South Platte Discharge Location: Carl Eiberger, 303 S. Broadway B-200, Denver, CO 80209. 6.8. ARR B Tucson South Pit: 6.8.1. Pit Location: Aggregate Industries – WCR Inc., 1707 Cole Blvd. Suite 100, Golden, CO 80401; and Thomas Z. and Elise J. Mars, 3400 E. 56th Ave., Commerce City, CO 80022; Amy Amiko Horiuchi 1/3 Int. et. al., 16315 Tucson St., Brighton, CO 80602; and Todd Creek Farms Metropolitan District No. 1, 6401 South Syracuse Way, Suite 200, Greenwood Village, CO 80111. 6.8.2. Diversion Location: Brighton Ditch Co., 3286 Weld County Rd. 23, Ft. Lupton, CO 80621. 6.8.3. South Platte Discharge Location: Aggregate Industries, 1707 Cole Boulevard, Suite 100, Golden, CO 80401. 6.9. Meadow Island Return Facility: 6.9.1. Diversion Location: Darrell and Nelva Bearson, 9208 County Road 25, Fort Lupton, CO 80621; and Richard Hein, 5290 E. Yale Circle No. 103, Denver, CO 80222. 6.9.2. South Platte Discharge Location: Magness Land Holdings LLC, 1200 17th St. No. 660, Denver, CO 80202. 6.9.3. Little

Dry Creek Discharge Location: Catherine S. Miller, Miller Family Farm LLC, 12251 County Road 22.5, Fort Lupton, CO 80621. 6.10. Fulton Ditch Combined Augmentation Return 1: 6.10.1. Diversion Location: The Fulton Irrigating Ditch Company, 25 South Fourth Avenue, Brighton, CO 80601-2029. 6.10.2. South Platte Discharge Location: CAMAS CO INC, 6401 Golden Triangle Drive Suite 400, Greenbelt, MD 20770. 6.11. Fulton Ditch Combined Augmentation Return 2: 6.11.1. Diversion Location: The Fulton Irrigating Ditch Company, 25 South Fourth Avenue, Brighton, CO 80601-2029. 6.11.2. South Platte Discharge Location: Carl F. Eiberger, 303 S. Broadway B-200, Denver, CO 80209. 6.12. Platteville Return: 6.12.1. Diversion Location: The Platteville Irrigation and Milling Company, c/o Ms. Joyce Herman, 12994 Weld County Road 128, Platteville, CO 80651; South Platte Valley Historical Society, P.O. Box 633, Fort Lupton, CO 80621. 6.12.2. South Platte Discharge Location: Carl F. Eiberger, 303 S. Broadway B-200, Denver, CO 80209. 6.13. McGrady Reservoir: 6.13.1. Pit Location: Castle Pines North Metropolitan District; Randall F. Anders, 251 Donna St., Fort Lupton, CO; Kimberly Parker and John McWilliams, 12877 CR 18, Fort Lupton, CO 80621. 6.13.2. Diversion Location (1): The Fulton Irrigating Ditch Company, 25 South Fourth Avenue, Brighton, CO 80601-2029. 6.13.3. Diversion Location (2): The Platteville Irrigation and Milling Company, c/o Ms. Joyce Herman, 12994 Weld County Road 128, Platteville, CO 80651. 6.13.4. South Platte Discharge Location: Kimberly Parker and John McWilliams, 12877 CR 18, Fort Lupton, CO 80621. 6.14. Central Colorado Water Conservancy District Augmentation Return: 6.14.1. Diversion Location (1): The Fulton Irrigation Ditch Company, 25 South Forth Avenue, Brighton, CO, 80601-2029. 6.14.2. Diversion Location (2): The Platteville Irrigation and Milling Company, c/o Ms. Joyce Herman, 12994 Weld County Road 128, Platteville, CO 80621. 6.14.3. South Platte Discharge Location: Mark L. and Kelly A. Kinnear, 17857 County Road 18, Fort Lupton, CO, 80621. 6.15. Platteville Ditch headgate: The Platteville Irrigation and Milling Company, c/o Ms. Joyce Herman, 12994 Weld County Road 128, Platteville, CO 80651. 6.16. Lupton Bottom Ditch headgate: The Lupton Bottom Ditch Company, Howard Cantrell, Secretary, P.O. Box 305, Fort Lupton, CO 80621; City of Aurora, 15151 E. Alameda Parkway, Aurora, CO 80012. 6.17. Prairie Waters Project Wellfield: Owners’ name and addresses set forth in Exhibit B-1. 6.18. Brighton Ditch headgate: The Brighton Ditch Company, William E. Wright, President, 2645 WCR 23, Fort Lupton, CO 80621; The Brighton Ditch Company, 3286 County Rd. 23, Fort Lupton, CO, 80621. 6.19. United Water and Sanitation District PL No. 3 Diversion: Henderson Aggregate LTD, P.O. Box 700, Henderson, CO 80640. 6.20. Fulton Ditch headgate: The Fulton Irrigating Ditch Company, 25 South Fourth Avenue, Brighton, CO 80601-2029. 6.21. Meadow Island No. 1 Ditch: 6.21.1. Diversion Location: Darrell and Nelva Bearson, 9208 County Road 25, Fort Lupton, CO 80621; and Richard Hein, 5290 E. Yale Circle No. 103, Denver, CO 80222. 6.21.2. South Platte Discharge Location: Magness Land Holdings, LLC, Magness Investment Group, LLC, 1200 17th St. No. 660, Denver, CO 80202. 6.22. Chatfield Reservoir: United States Army Corps of Engineers, Omaha District, 1616 Capitol Ave., Suite 9000, Omaha, NE 68102. WHEREFORE, Applicant respectfully requests the entry of a decree confirming the conditional appropriative right of substitution and exchange, the change of water rights, and the conditional storage rights set forth herein. 09CW280 Schmidt Aggegates, Inc. 1101 Topeka Way Castle Rock, Colorado 80104 (303) 660-0439. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION CONCERNING THE APPLICATION FOR WATER RIGHTS OF SCHMIDT AGGREGATES, INC. IN DOUGLAS COUNTY 1. Applicant. Schmidt Aggegates, Inc. 1101 Topeka Way Castle Rock, Colorado 80104 (303) 660-0439 Attn: Don Opheim 2. Structure to be Augmented. 2.1 Name: McLain Gravel Pit. 2.2 Owner of Land Upon Which Structure is Located: Applicant. 2.3 Permit No.: 65372-F. 2.4 Legal Description: McLain gravel pit is located approximately one mile southwest of Franktown, Colorado in the E1/2SE1/4 of Section 3 and the NE1/4NE1/4 of Section 10, all in Township 8 South, Range 66 West, 6th Principal

Meridian, Douglas County, Colorado. See Figure 1. 2.5 Evaporation Depletions: a. Surface Area of Exposed Water: 27.4 acres. b. Source of Water: Ground water tributary to Cherry Creek. c. Evaporative Loss: 61.3 acre-feet per year. 3. Description of Depletions. 3.1 Evaporation. a. Evaporation from surface of exposed ground water in unlined gravel pit. Pan evaporation data for Cherry Creek Reservoir for the period from 1959 through 1985, obtained from the Army Corp of Engineers, was used to determine gross evaporation, which was calculated as 70 percent of measured pan evaporation. Annual evaporation was determined to be 38.84 inches and was distributed over a 12-month period based on actual evaporation data recorded at Cherry Creek Reservoir, as shown in Table 1. b. Precipitation Data. Precipitation data was obtained from the Western Regional Climate Center (www.wrcc.dri.edu) using National Climatic Data Center data for the period from 1971 through 2000. The Castle Rock weather station (#51401) was used to determine gross precipitation (http://www.wrcc.dri.edu/cgi-bin/cliMAIN.pl?cocast). The average annual gross precipitation was determined to be 17.11 inches. Effective precipitation was calculated to be 11.98 inches. C.R.S. § 37-92-305(12)(a); See also, General Guidelines for Substitute Water Supply Plans for Sand and Gravel Pits, Division of Water Resources, September 30, 2009. The total net reservoir evaporation is 61.3 acre-feet per year. 3.2 Operational Losses. There will be no operational losses associated with the site because no new mining activity is allowed at the site pursuant to agreement with Douglas County. Lagged depletions from previous mining operations and evaporation are being replaced by an approved substitute water supply plan. The only water use at the site is from evaporative losses. 4. Water rights Used For Replacement. 4.1 McLain A-1 Well: a. Decree: Case No. 95CW040. b. Decreed Withdrawals: 187 acre-feet per year from the Arapahoe Aquifer. c. Use: Augmentation. d. Legal Description: The McLain well is located in the SE1/4 of the SE1/4 of Section 3, Township 8 South, Range 66 West, 6th P.M., 50 feet from south section line and 730 feet from east section line. e. Owner of Land Upon Which Well is Located: Applicant. f. Permit No.: 55500-F. 5. Description of Plan for Augmentation. 5.1 Timing of Depletions. The McLain Pit is located approximately 500 feet from Cherry Creek. Depletions resulting from evaporative losses projected for the next 12 months at the McLain Pit were lagged back to Cherry Creek using the Glover Stream Depletion model analysis. The parameters include a transmissivity of 50,000 gallons per day per foot (gpd/ft) and a storage coefficient of 0.20, which are typical values used for tributary basins. Table 2 summarizes the Glover analysis input. The steady-state lagged depletions total 61.3 acre-feet per year as shown in Table 3. 5.2 Replacement. Depletions will be pumped directly to Cherry Creek by pipeline from the McLain A-1 Well. 5.3 No Injury. The plan for augmentation will not cause injury to the owner or user of any vested water right or decreed conditional water right.

09CW281 LAWRENCE E. AND ANTIONETTE M. DISNEY, 1471 S. Vaughn Cir., Aurora, CO 80012. Telephone: (303) 752-1786. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Disney Well. Date of original decree: March 25, 2004 in case no. 96CW716, Water Division 1. Legal description: SE1/4, NE1/4, S14, T9S, R75W of the 6th PM at a distance 1801 feet from North and 977 feet from East. Street address: 540 Quarter Horse Rd., Jefferson, CO 80456. Indian Mountain Subdivision, Lot 532, Filing 26, Unit 5. Source: Ground. Appropriation date: 03/31/1973. Amount: 2 gpm. Depth: 520 ft. Use: Household use in a single family dwelling. Well was drilled 08/19/08, pump installed 10/23/09, waterline was added, wiring hooked up and septic has been installed. Claim to make absolute: Date water applied to beneficial use: 10/23/2009. Amount: 2 gpm. The well is located at the far end of the parking area.

09CW282 East Larimer County Water District, P.O. Box 2044, Fort Collins, CO 80522 (Jeffrey J. Kahn, Esq., Scott E. Holwick, Esq., Lyons, Gaddis, Kahn & Hall, P.C., P.O. Box 978, Longmont, CO 80502-0978 (303-776-9900)). APPLICATION FOR CHANGE OF USE OF WATER RIGHTS AND FOR APPROPRIATIVE RIGHTS OF SUBSTITUTION AND EXCHANGE IN LARIMER COUNTY 2. Decreed name of structure for which change is

sought: The District seeks to change its undivided thirty-five percent (35%) interest in and to the John G. Coy Ditch, having priority of appropriation No. 13 in Water District No. 3, Water Division No. 1 of the State of Colorado (also known as and hereinafter referred to as the “Coy Ditch”). 3. Description of previous decree: A. Original adjudication: Decreed by the District Court in Larimer County, Colorado on April 11, 1882 in Civil Action No. 320. B. Decreed point of diversion: Tthe Cache la Poudre River in the NW 1/4 of Section 12, Township 7 North, Range 69 West of the 6th P.M., Larimer County, Colorado. A map showing the point of diversion of the Coy Ditch is attached hereto as EXHIBIT A. C. Source: Cache la Poudre River. D. Appropriation dates and amounts: Priority No. Appropriation Date Amount (c.f.s.)

13 4/10/1865 31.63

E. Historic use: The water represented by the District’s undivided thirty-five percent (35%) interest (the “Subject Water Right”) was used historically for irrigation of approximately 90 acres of land (the “Subject Property”) the location of which is shown approximately on EXHIBIT A. A representative summary of historical diversion records for the Coy Ditch is attached hereto as EXHIBIT B. 4. Proposed changes: A. Change in point of diversion: The District may continue to divert the Subject Water Right at the decreed point of diversion or may instead divert the Subject Water Right at one or more of the following alternate points of diversion: i. Overland Trail Diversion Structure, with a point of diversion located on the South side of the Cache la Poudre River at a point 2,400 feet West and 1,500 feet North of the Southeast corner of Section 33, Township 8 North, Range 69 West; ii. Munroe Gravity Canal, a/k/a North Poudre Supply Canal, the headgate of which is located on the East bank of the Cache la Poudre River in the SW 1/4 of the NE 1/4 of Section 5, Township 8 North, Range 70 West, at a point whence the Southeast corner of said Section 5 bears 37°27’30” East 3,647.5 feet; iii. New Mercer Ditch, the headgate of which is located on the South side of the Cache la Poudre River approximately one mile above the town of LaPorte in the SW 1/4 of Section 28, Township 8 North, Range 69 West, at a place called Point of Rocks; iv. Larimer County Canal No. 2, the headgate of which is located on the South side of the Cache la Poudre River approximately one mile above the town of LaPorte in the SW 1/4 of Section 28, Township 8 North, Range 69 West, at a place called Point of Rocks; v. North Poudre No. 16 (a/k/a Halligan Reservoir), as the same may be enlarged, which is located on the North Fork of the Cache la Poudre River, upon portions of Sections 29, 33 and 34, Township 11 North, Range 71 West; and vi. North Poudre Canal, the headgate of which is located on the North Fork of the Cache la Poudre River, at a point 1,080 feet West and 170 feet North of the Southeast corner of Section 12, Township 10 North, Range 71 West. All of the identified alternate points of diversion are located in the 6th P.M., in Larimer County, Colorado. The District will not divert the Subject Water Right at the alternate points of diversion identified in ¶ 4.A., above, unless it first obtains the right to use that structure, if necessary, from the appropriate persons or entities. B. Change of use: The District seeks to add the following uses to the previously decreed irrigation use for the Subject Water Right: all municipal uses including but not limited to domestic, irrigation, commercial, industrial, recreational, fire protection, wetland establishment and maintenance, fish habitat, wildlife habitat, re-use and successive use of the claimed beneficial uses, substitute supply and replacement, augmentation and exchange. C. Change in place of use: The Subject Water Right may be used by the District within its service area as that area now exists or from time to time may be expanded and outside of its service area by agreement. D. Change to include storage: The Subject Water Right may be stored prior to subsequent beneficial use in addition to the existing direct flow use. The Subject Water Right may be stored in any reservoir to which the District currently possesses or may in the future acquire storage rights, including but not limited to: i. The Overland Trail Reservoirs, subject of the pending water court application in Case No. 00CW251, which will be a series of hydraulically connected, lined gravel pits located in parts of the SE 1/4 of Section 32, the S 1/2 of Section 33,

Township 8 North, Range 69 West, the N 1/2 of Section 4, and the E 1/2 of the NW 1/4, the SW 1/4 of the NE 1/4, and the NW 1/4 of the SE 1/4 of Section 3, Township 7 North, Range 69 West; and ii. North Poudre No. 16 (a/k/a Halligan Reservoir), as the same is described in paragraph 4.A.v., above. (Collectively, the “Reservoirs”) All of the Reservoirs are located in the 6th P.M., in Larimer County, Colorado. The District will not store the Subject Water Right in the Reservoirs, unless it first obtains the right to use those structures, if necessary, from the appropriate persons or entities. The District reserves the right to carry over any portion of the Subject Water Right which may be stored in the Reservoirs. E. Amount to be changed: An undivided thirty-five percent (35%) interest of the appropriated decreed amount – 31.65 cfs of Priority No. 13. F. Historical return flows: The District will replace historical return flows from the Subject Water Right in time, location, and amount as necessary to prevent injury to other vested and conditional water rights. G. Plan for operation: The District will divert the Subject Water Right either at the presently decreed diversion point or at the alternate points of diversion identified in paragraph 4.A., above, for either direct use or for storage in the Reservoirs. Diversions at the alternate points will only be made when water is physically and legally available under the Subject Water Right at the presently decreed diversion point. The District may replicate historical return flows by: leaving all or a portion of the Subject Water Right in the Coy Ditch and/or in the Cache la Poudre River; releasing a portion of the Subject Water Right from one or more of the Reservoirs; using credits generated from its municipal return flows if such return flows are decreed for such purposes, and/or utilizing any other water rights owned or leased by the District. 5. Appropriative rights of substitution and exchanges: The District seeks a decree for conditional appropriative rights and for providing substitute supplies as identified herein. The upstream and downstream exchange points of the reach of the exchanges are identified and described as follows: A. Exchange from point (location where water is released in substitution and/or exchange): The Coy Ditch headgate as the same is described in ¶ 3.B., above. B. Exchange to points (locations where water is diverted by exchange): The Overland Trail Diversion Structure, the New Mercer Ditch, and the Larimer County Canal No. 2 as the same are described in ¶ 4.A.i., iii., and iv., above. C. Source of substitute supply: The source of substitute supply released for these exchanges is the Subject Water Right. D. Rate of exchanges: The District claims a maximum rate of exchange of 11.1 cfs, conditional, for each of the above-described exchanges, individually. If the District operates two or more exchanges simultaneously, the District will not exchange more than 11.1 cfs cumulatively at any one time. E. Appropriation date claimed: December 30, 2009. The appropriations were initiated by formation of the requisite intent to appropriate together with the overt acts manifesting such intent, including but not limited to the acquisition of the Subject Water Right to be used as the substitute supply, passage of a resolution by the District, and field work and engineering studies related to the claimed exchanges. F. Uses: All uses described in paragraph 4.B. above, by direct use or by storage and subsequent release. 6. Comments: A. Right to exchange: The District reserves the right to exchange the Subject Water Right after storage in or diversion to the Overland Trail Reservoirs upstream pursuant to the exchange priorities sought to be adjudicated in District Court, Water Division No.1, in pending Case No. 00CW251. B. Dominion, control and intent to reuse. The District claims all dominion and control of all return flows after initial use of the Subject Water Right, including but not limited to lawn irrigation return flows and sewer return flows, and claims the right to reuse, successively use, and dispose of such return flows by sale, contract, exchange, or otherwise to extinction. 7. Name and address of owners of the land on which the structures are located: A. The point of diversion for the Overland Trail Diversion Structure is on land owned by: (i) the City of Greeley, 1100 10th Street, 3rd Floor, Greeley, CO 80631; (ii) the Fort Collins – Loveland Water District, 4700 South College Avenue, Fort Collins, CO 80525; (iii) the North Weld County Water District, 33247 Highway 85, Lucerne, CO 80646; and (iv) the District. B. The point of diversion for the Munroe Gravity Canal is on land owned by the Northern Colorado Water Conservancy District, 220 Water Ave., Berthoud, CO 80513. C. The points of diversion for the New Mercer Ditch and the Larimer

County Canal No. 2 are on land owned by James S. and Rose L. Brinks, 2405 N. Overland Trail, LaPorte, CO 80535. The structures themselves are owned by the New Mercer Ditch Company and the Larimer County Canal No. 2 Irrigation Company, whose addresses are P.O. Box 506, Fort Collins, CO 80522. D. The Overland Trail Reservoirs will be located on lands owned by: (i) Mark A. Linder, 4355 W. County Road 50E, Fort Collins, CO 80521; (ii) Joseph S. and Daniel A. Glass, 1331 North Taft Hill Road, Fort Collins, CO 80521; (iii) Kenneth C. Hilt, 1429 North Taft Hill Road, Fort Collins, CO 80521-1334; (iv) the City of Greeley, 1100 10th Street, 3rd Floor, Greeley, CO 80631; (v) the Fort Collins – Loveland Water District, 4700 South College Avenue, Fort Collins, CO 80525; (vi) the North Weld County Water District, 33247 Highway 85, Lucerne, CO 80646; and (vii) the District. E. Halligan Reservoir is located on lands owned by: (i) State of Colorado, Division of Wildlife, 6060 Broadway Avenue, Denver, CO 80216; (ii) United States of America Bureau of Land Management, General Delivery, Washington, DC 20090; (iii) North Poudre Irrigation Company, whose address is P.O. Box 100, Wellington, CO 80549; (iv) the Landowners’ Association for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525; (iii) United States of America Bureau of Land Management, General Delivery, Washington, DC 20090; (v) Free Enterprises, Inc., c/o Lee Stark, 1803 Garfield Avenue, Loveland, CO 80537; (vi) City of Fort Collins, P.O. Box 580, Fort Collins, CO 80522; (vii) TJ Mac, Ltd., P.O. Box 9, Greeley, CO 80632-0009; and (viii) Gary C. and Mary J. Packard, 5142 Eagle Lake Drive, Fort Collins, CO 80524. F. The point of diversion for the North Poudre Canal is on land owned by the Landowners’ Association for Phantom Canyon Ranches, c/o Sandy Beardmore, 2212 Kiowa Court, Fort Collins, CO 80525. The structure itself is owned by the North Poudre Irrigation Company, whose address is P.O. Box 100, Wellington, CO 80549. (7 pages) 09CW283 THE 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 ACQUISTION 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. APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHT OF SUBSTITUTION AND EXCHANGE IN ADAMS, ARAPAHOE, DOUGLAS, JEFFERSON and WELD COUNTIES. Name, Address, and Telephone Number of Applicant: 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, the United Water and Sanitation District ACWWA Enterprise, and the United Water and Sanitation District Chambers Enterprise (“United”), c/o Robert Lembke, 5460 South Quebec Street, Suite 110, Greenwood Village, Colorado 80111. Please mail or serve copies of all pleadings in this case to: Tod J. Smith, Attorney at Law, 1136 Pearl Street, Suite 203, Boulder, CO. 80302. Description of Substitution and Exchange: Pursuant to C.R.S. §§ 37-80-120, 37-83-104, and 37-92-302(1)(a), applicants seek to adjudicate an appropriative right of substitution and exchange on the South Platte River, St. Vrain River, Beebe Draw, and Box Elder Creek as set forth and for the purposes set forth herein. Water that is physically and legally available to the applicants will be delivered to supply downstream senior appropriators and an equivalent amount of water will be diverted from the South Platte River, St. Vrain River, Beebe Draw and Beebe Draw Alluvium, and Box Elder Creek and Box Elder Creek Alluvium. Rate of Flow: 225 cfs. Sources: South Platte River, St. Vrain River, Beebe Draw, Box Elder Creek, Plum Creek. How Appropriation was Initiated for Exchange: United appropriated this conditional right of substitute supply and exchange by forming the intent and taking overt acts that constitute the first step toward implementing the claimed exchange for application to beneficial use by United for itself, lands owned by affiliates of United, and its present and future customers, including the East Cherry Creek Valley Water

and Sanitation District (“ECCV”), the Arapahoe County Water and Wastewater Authority (“ACWWA”), and the Ravenna Water and Sanitation District Water Enterprise (“Ravenna”). United most recently executed an Intergovernmental Agreement (“IGA”) with ECCV and ACWWA, dated December 15, 2009, by which United has agreed to provide ACWWA with consumptive use water which will be delivered through ECCV’s water delivery facilities for use within ACWWA’s service area. United’s obligations to its customers to supply water confirms its intent to appropriate this conditional right of substitute supply and exchange to enable it to fulfill those obligations and provide water for beneficial use under its agreements. United’s Board of Directors approved the IGA on December 14, 2009. This applied for exchange will supplement prior exchanges for which United has applied to assure delivery of water to its customers including, but not limited to ECCV, ACWWA and Ravenna including exchanges in Case Nos. 03CW442, 04CW356, 04CW362, 04CW365, and 07CW365. United has taken these overt and physical acts constituting the first step towards implementing this exchange, as well as filing of this application and posting notice at various points of exchange within the designated exchange reach. Date of Appropriation: December 15, 2009; Date Water Applied to Beneficial Use: Not applicable – conditional water right. Uses or proposed uses: All agricultural, irrigation and municipal uses including, but not limited to, agricultural irrigation, domestic, mechanical, manufacturing, commercial, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns, and grounds, exchange, augmentation and replacement, substitute supply, groundwater recharge, streamflow enhancement, adjustment and regulation of water supply, including further exchange with other water systems and other water users, including agricultural and other water rights appropriators, and for all other beneficial uses within the United service area, as it now exists or may exist in the future. The United service area is as approved by the Board of County Commissioners, Elbert County, Colorado. Exchange Reaches: South Platte River: The reach of the South Platte River in Weld, Adams, Arapahoe, Douglas and Jefferson Counties: Downstream Terminus: The confluence of Beaver Creek and the South Platte River in the W1/2 of Section 4, T 4 N, R 55W, of the 6th PM. Upstream Terminus; Wellington Reservoir located on Buffalo Creek, a tributary of the South Platte River, in Section 32, T8S, R71W of the 6th PM, Jefferson County, Colorado. St Vrain River: Downstream Terminus: The confluence of the St. Vrain and South Platte Rivers in the NW1/4 Section 34, T4N, R67W of the 6th PM. Upstream Terminus: St. Vrain Pipeline (United Diversion Facility No. 5): A surface diversion facility located on the east bank of the St. Vrain River approximately 3,163 feet west and 170 feet north of the southeast corner of Section 20, T3N, R67W of the 6th PM, Weld County, Colorado, and located along the 180 foot western perimeter of that certain parcel of land more particularly described as Parcel Exhibit B, and as shown on the survey attached to this application as Exhibit A. Box Elder Creek: Downstream Terminus: The confluence of Box Elder Creek and the South Platter River in the Section 29, T5N, R63W of the 6th PM. Upstream Terminus: The Bootleg Reservoir site located in Section 1, T1S, R65W of the 6th PM. Beebe Draw: Downstream Terminus: The confluence of Beebe Draw and South Platte River in the SW1/4 Section 14, T5N, R65W of the 6th PM Upstream Terminus: Barr Lake, the dike of which is located in Section 23, T1S, R65W of the 6th PM. Points of Exchange (to and from): a. The confluence of Beaver Creek and the South Platte River in the W1/2 of Section 4, T 4 N, R 55W, of the 6th PM. b. That portion of the South Platter River that runs through, traverses and/or is adjacent to the 70 Ranch the legal description of which is included in the Application. c. Riverside Canal Headgate (United Diversion No. 1): With agreement of the Riverside Irrigation District and the Riverside Reservoir and Land Company (jointly “Riverside”), at the existing site of Riverside’s headgate on the north side of the South Platte River in the SW1/4SW1/4 of Section 20, T5N, R63W of the 6th PM, Weld County, Colorado, Longitude: 40° 22.769’ North, Latitude: 104° 28.125’ West. Absent an agreement with Riverside, the United No. 1 diversion will be located on the north bank of the South Platte River in the SW1/4SW1/4 of Section 20, T5N, R63W of the 6th PM, Weld County Colorado, between

the Riverside headgate identified above and the west section line of Section 20, T5N, R63W of the 6th PM at a location to be established within the reach identified, approximately 200 yards in extent. The United Diversion No. 1 may additionally consist of one or more tributary wells or a well gallery extending roughly parallel to the South Platte River within one-quarter mile of the stream bank. d. 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 Section 34, T5N, R63W of the 6th PM, Weld County, Colorado, and the NE1/4NE1/4 of Section 3, T4N, R63W of the 6th PM, Weld County, Colorado. The United Diversion Facility No. 2 may additionally consist of one or more tributary wells or a well gallery extending roughly parallel to the South Platte River within 100 feet of the River. The land is located on the 70 Ranch owned by United or its affiliates. e. The confluence of the South Platte River and Box Elder Creek and up that Creek as described in paragraph 9.c. above, including points within the reach that may be used as future well fields or accretion facilities as may be decreed in the future. f. The confluence of the South Platte River and Beebe Draw and up the Draw as described in paragraph 9.d. above, including points within the reach that are or may be used as future well fields or accretion facilities as may be decreed in the future. g. The confluence of the Cache la Poudre and the South Platte Rivers located in SW1/4 of Section 6, T5N, R64W of the 6th PM. h. Gilcrest Reservoir: The legal description of the Gilcrest Reservoir site is attached to this application as Exhibit B. i. St. Vrain Pipeline (United Diversion Facility No. 5): A surface diversion facility described in paragraph 9.b. above. j. Evans Ditch No. 2 (alternatively known as the Platte Valley Canal/Milton Lake Fill Ditch) With the agreement of the Famers Reservoir and Irrigation Company at the existing headgate located in the NE1/4 of Section 19, T2N, R66W of the 6th PM, longitude 40° 7.665 North, latitude 104° 48.93 West. k. United Diversion Facility No. 3: The headgate is located on the east bank of the South Platte River in the SW1/4 of Section 26, T1S, R67W of the 6th PM, in 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 039 55’ 58.5” North, longitude 104 51’ 32.36 West. l. Burlington Headgate: With the agreement of the Farmers Reservoir and Irrigation Company at the existing headgate located on the east bank of the South Platte River in the SW1/4 NE1/4 of Section 14, T3S, R68W, of the 6th PM in Adams County, Colorado, at a point approximately 3,084 feet east of the West line and 2,327 feet south of the North line of Section 14; Latitude 37° 47.532 North, Longitude 104° 58 West or, at the entry to the Globeville Flood Control facility if that facility is determined to be a changed point of diversion for the Burlington headgate in Case No. 09SA133. m. Platte River Diversion at Waterton: The legal description is attached to this application as Exhibit C. n. Sedalia – Plum Creek Diversion: The description is attached to this application as Exhibit D. o. Wellington Reservoir: With the agreement of the Wellington Reservoir Company, at the existing Wellington Reservoir situate in Buffalo Creek, a tributary of the South Platte River in Section 32, T8S, R71W of the 6th PM, Jefferson County, Colorado. p. The right of exchange claimed in this application includes all points within the exchange reaches, including, but not limited to those described herein as well as those set forth in Case Nos. 03CW442, 04CW356, 04CW362, 04CW365, and 07CW335, District Court, Water Division No. 1. q. To the extent allowed by future agreement, the facilities owned and operated by the ditch companies listed in paragraph 12 below may be used as points of exchange within the exchange reaches described in paragraph 9 above. r. To the extent United does own an interest in or right to utilize the facilities listed paragraphs 11 or 12, use of those facilities for this exchange will be pursuant to agreement with those entities. Source of Substitute Supply: The substitute supplies provided by United will be of a quality and continuity to meet the use for which the senior appropriation has historically been used. The sources of substitute supply are fully consumable water rights that United has purchased or under agreement to purchase, has conveyed to the ECCV or ACWWA, supplies to Ravenna, including previously changed water rights, surface water rights owned by United or its affiliates or water rights for which United has a contractual right to purchase, not non-tributary

and non-tributary water rights owned by United, and water rights United may acquire in the future. The water rights which United or its affiliates own, has conveyed to ECCV or ACWWA, has previously changed or has a contractual right to purchase include shares in the following ditch companies which shares may be used, consistent with those companies’ articles of incorporation, by-laws, other governing documents, or agreements as a source of substitute supply in the exchange requested in this Application: Lower Latham Ditch Company, Lower Latham Reservoir Company, Larimer and Weld Irrigation Company, Larimer and Weld Reservoir Company, Weldon Valley Ditch Company, New Cache la Poudre Irrigating Company, Cache la Poudre Reservoir Company, Farmers Independent Ditch Company, Fort Morgan Reservoir and Irrigation Company, Fulton Irrigating Ditch Company, Western Mutual Ditch Company/ Hewes and Cook, Windsor Reservoir and Canal Company, Riverside Reservoir and Land Company, Jackson Lake Reservoir and Irrigation Company, Plumb Ditch Company, Canal Company Beaver, Sublette Recharge Project, Greeley Irrigation Company, Riverside/Nat. Hog Farm Recharge Project, East Cherry Creek Well Field, Barr Division of the Burlington Company, Barr Division of FRICO, Big Thompson and Platte River Ditch, Bee Line Ditch, Various Non-Tributary Wells in Douglas County, Irrigation Wells located in the South Platte Basin, Upper Platte and Beaver Canal Company. Exchange Operation – Non-Injury: United will divert water at the upstream points of exchange and will supply a substitute water supply to one or more senior appropriators not to exceed the amount that the senior appropriators are entitled from time to time in such a manner that will not injuriously affect the owner of or person entitled to use water under a vested senior water right or a senior decreed conditional water right.

AMENDMENTS

06CW225 Hunt Feedyard, 14460 WCR 40, Platteville, Colorado 80651. Telephone: (970) 737-2437 c/o Lind, Lawrence & Ottenhoff LLP, 355 Eastman Park Drive, #200, Windsor, CO, 80550, ECEMBER(970)674-9888. Second Amendment to Application for Water Right, Plan for Augmentation and Exchange IN WELD AND BOULDER COUNTIES. 2. Withdrawn Claims. The change of water right for Strear Well No. 3-0666 (WDID 2-8221) is withdrawn. Strear Well No. 3 will continue to be used as decreed in Case No. W-5432 to the extent augmented by the decree in Case No. 02CW335. 3. Previous Decrees. 3.1. W-5342. A decree was entered in Case No. W-5324 on August 11, 1975 for Strear Well No. 4-0667 with a date of appropriation of May 31, 1947 in the amount of 1.0 c.f.s. and for Strear Well No. 5-0668 with a date of appropriation of May 5, 1947 in the amount of 1.0 c.f.s., both for irrigation of 75 acres in the SE1/4 NW1/4, part of the SW1/4 NW1/4 and part of the NE1/4 NW1/4 all in Section 33, Township 4 North, Range 66 West of the 6th P.M., Weld County, Colorado. 3.2. 04CW260. A decree was entered in Case No. 04CW260 on August 23, 2007 changing the use of Strear Well No. 4-0667 (WDID 2-8222) and Strear Well No. 5-0668 (WDID 2-8223), hereafter the “Wells,” to commercial use, livestock watering and dust control at the Hunt Feedyard. No irrigation use is made from the Wells. The flow rates remained as originally decreed. Strear Well No. 4 was issued Permit No. 66741 and Strear Well No. 5 was issued Permit No. 66742. 3.3. 03CW99. Strear Well No. 4 is included in the Well Augmentation Subdistrict of the Central Colorado Water Conservancy District Plan (WAS) for Augmentation decreed in Case No. 03CW99. APPLICATION FOR WATER RIGHT 4. Name of Structure. Hunt Recharge Project. 4.1. Legal description of Point of Diversion. The headgate of the Platte Valley Canal located in the NE1/4, NW1/4, SE1/4 of Section 19, T2N, R66W of the 6th P.M., Weld County, Colorado. 4.2. Source. The South Platte River. 4.3. Date of appropriation: December 1, 2009. 4.4. Amount. 3.5 c.f.s., conditional. 4.5. Use. Augmentation, replacement, aquifer recharge, and exchange. Applicant claims the use, reuse, and successive use of the water diverted to extinction, either directly or by exchange. 4.6. Description of recharge: Water is diverted at the point described in

¶4.1 and is delivered to recharge ponds and allowed to percolate from the ponds into the underground aquifer for Applicant’s stated beneficial uses. The following initial recharge pond has been identified. This pond may be modified and other ponds added as long as the source of water is from the same diversion point described above. 4.7. Hunt Recharge Pond #2. 4.7.1. Location and Recharge. Hunt Recharge Pond #2 will be constructed in the NW1/4 Section 33, Township 4 North, Range 66 West of the 6th P.M. Figure 1 shows the location of proposed Pond #2. Applicant anticipates obtaining an agreement with the PVIC to divert and deliver this water right and/or a portion of LFCW into Pond #2 when excess capacity exists in the PVIC canal system. Water will be delivered to Pond #2 through the Platte Valley Canal and Evans No. 2 Ditch. Applicant may also deliver water changed and decreed in Case No. 08CW71 into Pond #2. 4.7.2. Measurement and Accounting. To determine the amount of water recharged into the aquifer from deliveries into Pond #2 Applicant will compute a water balance in accordance with the Colorado Division of Water Resources Administration Protocol-Recharge, Division One, revised February 1, 2008. The water balance will be performed by measuring inflow to the recharge pond, measuring changes in storage, and accounting for losses as a result of evaporation, losses as a result of consumptive use of vegetation and spill outflow. The Glover factors to compute the recharge affect on the South Platte River from deliveries of any water into Pond #2 are shown in Table 1, where W is the width of the alluvial aquifer from the river to the no flow boundary; T is the harmonic mean transmissivity from IDS SPMAP: S is specific yield; X is the distance from Pond #2 to the river.

Table 1-Hunt Recharge Pond #2 Boundary Condition

W (feet)

T (gpd/ft)

S X (feet)

Alluvial Aquifer 19,100 138,000 0.2 15,680 PLAN FOR AUGMENTATION 5. Plan for Augmentation. Applicant is seeking approval of a plan for augmentation to allow continued operation of Strear Well No. 4-66741 (WDID 2-8222) and Strear Well No. 5-66742 (WDID 2-8223 as well as any replacement, alternate point of diversion or supplemental wells. 6. Water Rights to be used for Augmentation. 6.1. Longmont Agreement. Applicant entered into a Water Supply Agreement with the City of Longmont dated May 16, 2008 which provides to Applicant 30 acre-feet of Longmont fully consumable water (LFCW) each year for augmentation of the Wells, Exhibit 1. The term of the Agreement is until April 28, 2028. 6.2. PVIC Augmentation Group, LLC. Applicant may use recharge credits from the recharge of Platte Valley Irrigation Company shares to be changed in Case No. 08CW71 and recharge from a new appropriation for replacement of depletions from the Wells upon the terms and conditions of any decree in Case No. 08CW71. 6.3. Hunt Recharge Right. Recharge from Hunt Recharge Project described in ¶4. 6.4. Additional Supplies of Augmentation Water. Pursuant to §37-92-305(8) C.R.S., the Court may authorize Applicant to use additional or alternative sources of augmentation water for replacement in this Augmentation Plan. In addition Applicant may seek approval of the State Engineer pursuant to §37-92-308 or §37-92-309, C.R.S., or other applicable statute to use other use water rights for augmentation. 7. Groundwater Depletions. 7.1. Depletions from Irrigation Use. The Wells, along with Strear Well No. 3 irrigated 75 acres of corn during the period 1974-1989. The consumptive irrigation requirement for corn grain was determined using the modified Blaney-Criddle method and historical climate data from the Greeley, UNC weather station. A full water supply was assumed to be provided to the crop each year and no soil moisture budget was utilized. The total monthly consumptive irrigation requirement was distributed to the three wells based upon their decreed capacity; 25% to Strear No. 3 and 37.5% each to the Wells. The resulting average annual consumptive irrigation requirement for the entire 75 acres is 108.7 acre-feet, which was distributed 27.2 acre-feet to well Strear Well No. 3 and 40.8 acre-feet each to the Wells. Due to the distance of the Wells from the

South Platte River, 3.1 miles, all unconsumed well diversions return to the groundwater aquifer. 7.2. Depletions from Feedyard Use. The Wells were not pumped from 1990-1993 and were used exclusively for livestock watering and dust control at the feedyard beginning in 1994 and until the present. Historical pumping records for the Wells are not available for years prior to 2006. The historical livestock water demand for the period of 1994 through 2006 was estimated using the historical livestock population and monthly livestock water demand records maintained by Applicant. Applicant estimates dust suppression use was approximately 3 acre-feet per year from 1994 through 2000 and 6 acre-feet per year from 2001 through 2004. All feedyard uses were computed to be 100% consumptive. 8. Timing of Depletions. The timing of stream depletions was determined using the Glover’s equation and the Integrated Decision Support Alluvial Water Accounting System (IDS AWAS). IDS AWAS is based in part upon the Analytical Stream Depletion Model of the Office of the State Engineer, Colorado Division of Water Resources. Table 2 summarizes the input parameters for the IDS AWAS model where W is the width of the alluvial aquifer from the river to the no flow boundary; T is the harmonic mean transmissivity from IDS SPMAP; S is specific yield; X is the distance from the well to the river.

Table 2

Well Boundary Condition

W (feet)

T (gpd/ft)

S X (feet)

Strear 4 Alluvial Aquifer 19,100 131,000 0.2 16,590 Strear 5 Alluvial Aquifer 19,100 134,000 0.2 16,430

9. Location of Depletion. The location of lagged stream depletion from the Wells to the South Platte River is in the SW1/4 NW1/4 of Section 19, T4N, R66W of the 6th P.M., Weld County, Colorado, and is shown on Figure 1. 10. LFCW. The Longmont Water Supply Agreement will provide LFCW deliveries until April 28, 2028. These deliveries will be adjusted monthly to comply with the terms and conditions of the decree. The water will be delivered at two points: (1) the outfall of Longmont’s municipal wastewater treatment plan, presently located in the SE1/4 NE1/4 of Section 11, T2N, R69W of the 6th P.M., Boulder County, Colorado, and (2) the confluence of Spring Gulch and the Saint Vrain Creek, presently located in the SE1/4 of Section 7, T2N, R68W of the 6th P.M., Weld County, Colorado. A conveyance loss of 7 percent will be applied to all water deliveries of LFCW. This loss was established by applying a one-quarter percent per mile loss along 20 miles of St. Vrain Creek from the Longmont wastewater treatment plant to the South Platte main-stem plus a one-half percent per mile loss along 4 miles of the South Platte main-stem from the St. Vrain Creek confluence to the point of the Wells depletion. The total net replacement available pursuant to the lease is reduced to 27.9 acre-feet after conveyance losses are applied. LFCW will either be conveyed downstream to the South Platte River for direct replacement of lagged stream depletions caused or exchanged upstream to river headgate of the Platte Valley Canal for subsequent conveyance into recharge pursuant to the exchange and recharge project described herein. 11. PVIC Augmentation Group, LLC, Case No. 08CW71. Applicant may use recharge credits available from the application in Case No. 08CW71 in this Plan for Augmentation if decreed by the Court or pursuant to a Substitute Water Supply Plan approved by the State Engineer. 12. WAS. To the extent WAS replaces out of priority depletions for past pumping or issues a quota for Strear Well No. 4, Applicant will reduce it’s out of priority replacement obligation determined herein by the monthly amounts to be provided by WAS. Strear Well No. 4 is a WAS Member Well augmented by the augmentation plan of WAS decreed in Case No. 03CW99 under Class D Contract No. 892. The plan of augmentation proposed herein is for the purpose of allowing diversions from Strear Well No. 4 in addition to the annual quota permitted under the WAS plan. Applicant and not WAS is responsible for all depletions resulting from diversions authorized under this proposed plan for augmentation and any Substitute Water Supply Plan filed in connection with this application. WAS policy, attached as Exhibit 2, prohibits WAS from replacing any depletion from

supplemental plans. Applicant has complied with the WAS policy regarding supplemental plans. 13. Annual and Monthly Projections. On or before April 1 of each year Applicant will make a three-year projection of its operations. The projection will show the well depletions, return flow obligations, and replacement supplies. The purpose of the projection is to demonstrate that Applicant will have sufficient augmentation supplies to replace all well depletions during the entire projection period from all prior well pumping and new well pumping under this augmentation plan. The projection will be used to limit the pumping of the Wells to assure that full augmentation will occur during the projection period. EXCHANGE 14. Hunt Exchange. Applicant claims an appropriative right of exchange for the diversion of LFCW released to the South Platte River pursuant to §§37-82-106, 37-83-104, and 37-92-101 et. seq. C.R.S. LFCW is fully consumable, and may be diverted and re-diverted, used and reused to extinction. LFCW may be exchanged to the upstream terminus for diversion to Hunt Recharge Pond #2. 14.1. Upstream Terminus (exchange to point). The headgate of the Platte Valley Canal located in the NE1/4, NW1/4, SE1/4 of Section 19, T2N, R66W of the 6th P.M., Weld County, Colorado. 14.2. Downstream Terminus (exchange from point). Confluence of the South Platter River and St. Vrain Creek located in the NE1/4 of Section 34, T4N, R67W of the 6th P.M., Weld County, Colorado. 14.3. Date of Appropriation. December 1, 2009. 14.4. Amount. 1.0 c.f.s., conditional. 14.5. Use. Augmentation, replacement, aquifer recharge, and exchange. 15. Name and Address of Owners of Structures: Applicant owns the Wells and Hunt Recharge Pond #2. The Platte Valley Canal is owned by the Platte Valley Irrigation Company, P.O. Box 1318 Greeley, Colorado 80632.

09CW33, Town of Morrison, 321 Highway 8, Morrison, CO 80465, 303.697.8749. Direct all pleadings to: Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202. Amended Application for Additional Alternate Place of Storage and Plan for Augmentation in JEFFERSON COUNTY. Summary of Amendment. The original application in this case seeks to authorize storage in Morrison Quarry Reservoir No. 2 (aka “North Quarry”) of other water rights previously decreed for storage at other locations, including Morrison Quarry Reservoir No. 1. Applicant (“Morrison”) is completing the process of transferring its quarry reservoir storage from Morrison Quarry Reservoir No. 1 to Morrison Quarry Reservoir No. 2. When the transfer is complete, Morrison Quarry Reservoir No. 1 will again be used in gravel mining operations. Out of priority inflows to Morrison Quarry Reservoir No. 2 may occur, and Morrison has determined that it will generally be most efficient operationally to replace such out of priority inflows by releases of augmentation water from other locations, as herein described. Morrison therefore amends its application in this case to include a plan for augmentation to replace out-of-priority inflows into the Morrison Quarry Reservoir No. 2 with augmentation sources owned by Morrison and already decreed for such uses. Nothing in the application or this amendment is intended to change or affect the storage rights decreed to the Morrison Quarry Reservoir No. 2 in Case Nos. 96CW126 and 99CW225. Description of Plan for Augmentation. Name of Structure to be Augmented. Out-of-priority inflows into Morrison Quarry Reservoir No. 2, including surface runoff and groundwater inflows, if any, together with evaporation allocated to such out-of-priority storage. Legal Description. Morrison Quarry Reservoir No. 2 is an excavated reservoir located in the N1/2 NE1/4 and SE1/4 NE1/4 of Section 10, and in the W1/2 NW 1/4 of Section 11, both in Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado. The location of the reservoir was shown on Exhibit A attached to the original application. Water Rights to be Used for Augmentation of Morrison Quarry Reservoir No. 2 Morrison Operating Reservoir Previous Decrees: Decree entered in Case No. 82CW425 on July 19, 1985, and subsequent findings of reasonable diligence; additional point of diversion at Morrison Municipal Intake No. 2 was decreed in Case No. 94CW207. Decreed Location of Structure: In the NW1/4, Section 2, Township 5 South, Range 70 West, 6th P.M., Jefferson County, Colorado, being 1,250 feet from the West section line and 1,437 feet from the

North section line of said Section 2. Source of Water: Bear Creek via the Morrison Municipal Intake located on the South Bank of Bear Creek in the SW1/4 SE1/4, Section 34, Township 4 South, Range 70 West of the 6th P.M., Jefferson County, Colorado, at a point whence the southeast corner of said Section 34 bears South 79º28’ East 2452.5 feet; or Runoff from unnamed gulches which are intercepted by the reservoir; or Bear Creek via Morrison Municipal Intake No. 2, to be located on the south bank of Bear Creek in the NW1/4 NW1/4, Section 2, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado, pursuant to the decree in Case No. 94CW207. Date of Appropriation and Amount: December 13, 1982, 28.8 acre-feet. Decreed Uses: all municipal uses, including domestic, fire protection and augmentation. Changed Warrior Ditch and Lewis & Strouse Ditch Water Rights As described in paragraphs 5.1 and 5.2 of the original application in this case, Morrison’s interest in 3 1/8 shares of Warrior Ditch Company and 100 inches of the Lewis & Strouse Ditch were changed in Case Nos. 82CW425 and 87CW301 to storage and release for augmentation. These water rights may be stored in Morrison Operating Reservoir, Morrison Strain Gulch #1 Reservoir (aka Strain Gulch Reservoir), Morrison Quarry Reservoir No. 1, and Soda Lakes, pursuant to the decrees in Case Nos. 82CW425, 87CW301, 94CW208 and 94CW209. Morrison Strain Gulch #1 Reservoir Previous Decrees: Decrees entered in Case Nos. 81CW358 on March 23, 1983, and 83CW53 on April 29, 1987, and subsequent diligence decrees; decrees entered in Case Nos. 94CW207 (authorizing diversion via Morrison Municipal Intake No. 2), 94CW208 (authorizing storage of the water rights decreed in Case Nos. 81CW358 and 83CW53 in Soda Lakes), and 94CW209 (authorizing storage of the water rights decreed in Case Nos. 81CW358 and 83CW53 in Morrison Quarry Reservoir No. 1.) Original Decreed Location of Structure: NW1/4 SE1/4, Section 2, Township 5 South, Range 70 West of the 6th P.M., Jefferson County, Colorado. Additional Locations of Storage: Soda Lakes, pursuant to decree in Case No. 94CW208 and Morrison Quarry Reservoir No. 1 pursuant to decree in Case No. 94CW209. Soda Lakes: Located in the NW1/4 SW1/4, and SE1/4 of Section 1, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, Colorado, pursuant to decree in Case No. 94CW208. Morrison Quarry Reservoir No. 1: SE1/4 NE1/4 and N1/2 SE1/4, Section 10, and W1/2 W1/2 NW1/4, Section 11, Township 5 South, Range 70 West of the 6th P.M. in Jefferson County, pursuant to decree in Case No. 94CW209. Source of Water: Strain Gulch, tributary to Bear Creek (Case No. 81CW358); Bear Creek, tributary to the South Platte River, at the Morrison Municipal Intake (Case No. 83CW53) and Morrison Municipal Intake No. 2 (Case No. 94CW207) Dates of Appropriation and Amounts: May 21, 1980, for 150 acre-feet, conditional (Case No. 81CW358) and February 25, 1983, for 200 acre-feet conditional (Case No. 83CW53). Decreed Uses: Municipal, including augmentation and exchange (Case No. 81CW358); Municipal, including augmentation (Case No. 83CW53). Statement of Plan for Augmentation. Morrison will record the depth of Morrison Quarry Reservoir No. 2, and calculate reservoir volume based on a stage-area-capacity table, at intervals required by the water commissioner and the Division Engineer. Any increase in reservoir volume that occurs during periods when Morrison has not lawfully stored water pursuant to decrees authorizing storage in Morrison Quarry Reservoir No. 2, or by lawful exchange, or during free river conditions, will be recorded as out-of-priority storage. Water that has been stored out-of-priority, whether surface runoff or groundwater inflows, together with evaporation allocated to such out-of-priority storage, will be augmented or released from Morrison Quarry Reservoir No. 2 as herein provided. Releases from Morrison Quarry Reservoir No. 2: Morrison may make releases of water stored out of priority directly to Strain Gulch or via pipeline to Bear Creek. Since such releases require pumping from Morrison Quarry Reservoir No. 2, these releases will only be made when the other augmentation methods cannot be used, or if there is a senior call on Strain Gulch above its confluence with Bear Creek. “Store and Replace” during Irrigation Season. During the irrigation season, when Morrison’s changed Warrior and Lewis & Strouse Rights are legally and physically available as described in Case Nos. 82CW425 and 87CW301, such water may be diverted into the Morrison Operating

Reservoir at the Morrison Intake or the Morrison Intake No. 2, measured, and released from the Morrison Operating Reservoir in amounts sufficient to offset out-of-priority storage in Morrison Quarry Reservoir No. 2 (including evaporation attributable to such out of priority storage.) Such use of the changed Warrior and Lewis & Strouse rights shall be made in accordance with all requirements of the decrees in Case Nos. 82CW425 and 87CW301, including decreed flow rates and volumetric limitations, and winter return flow accounting requirements. Release of Previously Stored Water. Morrison may augment out-of-priority inflows to Morrison Quarry Reservoir No. 2 by releases of water previously stored in the Morrison Operating Reservoir, Soda Lakes, or Strain Gulch #1 Reservoir (when constructed), from water rights described in paragraph 3.3 above, or by lawful exchange, or pursuant to free river conditions. No injury. Water released from the Morrison Operating Reservoir and Strain Gulch #1 Reservoir will augment depletions at or upstream of the confluence of Strain Gulch and Bear Creek. In the unlikely event of a call originating on Strain Gulch, either upstream of the Strain Gulch #1 Reservoir, or anywhere on Strain Gulch prior to construction of Strain Gulch #1 Reservoir, out-of-priority inflows will be released directly to Strain Gulch from Morrison Quarry Reservoir No. 2. Morrison currently provides to the Division Engineer accounting reports for its water rights and augmentation plans, and will include in such reports an accounting of out-of-priority inflows to Morrison Quarry Reservoir No. 2, and augmentation thereof. Morrison will install measuring devices and make reports as required by the Division Engineer. Operation of the proposed plan for augmentation as provided in this application will not cause injury to vested water rights on Strain Gulch, Bear Creek or the South Platte River. Original Application. Except as herein amended, the original application remains in full force and effect. Statements of Opposition filed in response to the original will be deemed to apply to this Amended Application as well. Names and addresses of owners of the land on which structures are located and on which water will be used. Morrison Municipal Intake No. 1: Applicant Morrison Municipal Intake No. 2: Applicant Strain Gulch No. 1 Reservoir: Trachten Erhaltung Verein Edelweiss Denver, Inc., 06495 Monaco Street, Commerce City, CO 80022-2800. Morrison Operating Reservoir: Applicant Morrison Quarry Reservoir No. 2: Aggregate Industries W.C.R. Inc., 1707 Cole Boulevard, Suite 100, Golden, CO 80401. Soda Lakes: City of Lakewood, 480 S. Allison Parkway, Lakewood, CO 80226. 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 2010 (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.