DISTRICT COURT, WATER DIVISION 1, COLORADO MARCH 2008 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 MARCH 2008 for each County affected. 08CW44 Tommie T. Jr and Brandyn Lewis, 8791 E. Layton Ave., Denver, CO 80237. Telephone: (303) 694-6482. APPLICATION FOR UNDERGROUND WATER RIGHT IN PARK COUNTY. Name of well(s): Lewis Lot 95 well; Lewis Lot 96 well. Legal description: NW1/4, SE1/4, S22, T9S, R75W of the 6th PM at a distance 2440 feet from South and 2090 feet from East. Street address: 127 Wabeno Court. Subdivision: Indian Mountain, lots 95 & 96, filing 7. Source: groundwater. Date of appropriation: May 31, 1973. Amount claimed: 15 gpm Conditional. Household use only. 08CW45 Randle R. Boone, P.O. Box 336, Elizabeth, CO 80107, Through Colorado Water Plans, Lisa S. Weinstein, Atty. Reg. #35668, P.O. Box 1955, Elizabeth, CO 80107, Telephone (303) 646-3895 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS IN ELBERT COUNTY. 2. Well Permits: The existing exempt, domestic and stock wells are Permits #148091, 179321, 215636, 234860 and 179171. They produce from the not nontributary Upper Dawson aquifer. Appropriate well permits will be applied for when Applicant is prepared to drill additional wells. 3. The wells which will withdraw groundwater from the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers described in 37-90-103(10.5), C.R.S.and the not nontributary Upper Dawson aquifer, as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. underlying the land are to be located on applicants land in W/2 Section 5, all of Section 6 (minus N/2 NW/4) and NE/4 NW/4 and west of County Road 17-21 of Section 8, T09S, R64W of the 6th P.M, Elbert County. The total area of water rights on the applicants land is 955 acres. No specific locations for the proposed wells are requested. Specific locations for additional wells will be provided when applications for well permits are submitted. 4. Source of Water Rights: The sources of the nontributary groundwater to be withdrawn are the Denver, Arapahoe and Laramie-Fox Hills aquifers. The source of the not nontributary groundwater to be withdrawn is the Upper Dawson aquifer. 5. Estimated Amounts and Rates of Withdrawal: The groundwater to be withdrawn from the wells at rates of flow necessary to efficiently withdraw the entire decreed amounts from the subject property, which is an area of 954 Acres. The estimated annual amounts available for withdrawal from the aquifers as indicated below, are based on Denver Basin Rules, 2 C.C.R. 402-6. The average annual amount available for withdrawal from the subject aquifers will depend upon the hydrogeology and the legal entitlement of the Applicant to all groundwater in those aquifers underlying the described property Annual Average Sand Specific Withdrawal Aquifer Thickness Yield (%) (Acre Feet) Upper Dawson aquifer 154.1 feet .20 294.3 NNT Lower Dawson aquifer 103.1 feet .20 196.9 NT Denver aquifer 234.3 feet .17 380.3 NT Arapahoe aquifer 203.0 feet .17 329.5 NT Laramie-Fox Hills aquifer 208.0 feet .15 297.9 NT One acre foot per year of the nontributary Lower Dawson aquifer groundwater will be reserved for use through each of the exempt, domesticand stock wells, Permits # 148091, 179321, 215636, 234860 and

179171. 6. Well Field: The wells which will withdraw groundwater from the proposed Well Field are to be located on the Applicant’s property. The Applicant requests that the Court determine that the applicant has the right to withdraw all of the legally available groundwater from wells that may be completed in the future as the Applicant’s Well Field. 7. Proposed use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: unified municipal water systems, municipal, domestic, industrial, commercial, irrigation, augmentation, stock watering, recreational, water feature ponds less than 1000 square feet, fish and wildlife. The water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletion’s from the use of water from other sources and for all other augmentation purposes. 8. Jurisdiction: The Water Court retains jurisdiction over the the material in this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. The use of not nontributary water from future wells shall be subject to judicial approval of an augmentation plan which will be applied for at such time as additional wells may be proposed and permitted. 10. Remarks: Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 5 plus an amount of groundwater in excess of that annual amount; provided that the sum of the total withdrawals from any particular aquifer does not exceed the product of the number of years since the date of the issuance of well permits or of the entry of a decree, which ever occurs first, times the decreed average annual amount for that aquifer. 08CW46 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 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 1 –v- Defendant: ADAMS CROSSING. LLC. 08CW47 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 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 1 –v- Defendants: PLATTEVILLE DEVELOPMENT, LLC, STAR FARMS, INC. ANGELO PALOMBO. 08CW48 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. Plantiffs: 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 1 –v- Defendants: GRAND MESA EGGS, INC., COLORADO EGG, LLC. 08CW49 Donald L Draper and Marilyn Draper, 28734 County Road 17-21, Elizabeth, CO 80107, through Lisa S. Weinstein, Atty. Reg. #35668, c/o Colorado Water Plans, P.O. Box 1955, Elizabeth, CO 80107, Telephone (303) 646-3895 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON, AQUIFERS IN ELBERT COUNTY. 2. Well Permits: The existing exempt well is Permit #31078. It produces from the not nontributary Upper Dawson aquifer. Appropriate well permits will be applied for when Applicant is prepared to drill additional wells. 3. The wells which will withdraw groundwater from the nontributary Denver, Arapahoe and Laramie-Fox Hills aquifers described in 37-90-103(10.5), C.R.S.and the not nontributary Upper Dawson and Lower Dawson, aquifers, as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. underlying the land are to be located on applicants land in the SW/4NW/4 and NW/4SW/4 of Section 9 and part of the NE/4SE/4 andSW/4NE/4 of Section 8, Township 09 South, Range 64 West of the 6th P.M, Elbert County. The total area of water rights on the applicants land is 158.58 acres. No specific locations for the proposed wells are requested. Specific locations for additional wells will be provided when applications for well permits are submitted. 4. Source of Water Rights: The sources of the nontributary groundwater to be

withdrawn are the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. The source of the not nontributary groundwater to be withdrawn is the Upper Dawson aquifer.5. Estimated Amounts and Rates of Withdrawal: The groundwater to be withdrawn from the wells at rates of flow necessary to efficiently withdraw the entire decreed amounts from the subject property, which is an area of 158.58 Acres. The estimated annual amounts available for withdrawal from the aquifers as indicated below, are based on Denver Basin Rules, 2 C.C.R. 402-6. The average annual amount available for withdrawal from the subject aquifers will depend upon the hydrogeology and the legal entitlement of the Applicant to all groundwater in those aquifers underlying the described property Annual Average Sand Specific Withdrawal Aquifer Thickness Yield (%) (Acre Feet) Upper Dawson aquifer 159.8 feet .20 51.1 NNT Lower Dawson aquifer 92.5 feet .20 29.6 NT Denver aquifer 250.2 feet .17 68.1 NT Arapahoe aquifer 205.6 feet .17 55.9 NT Laramie-Fox Hills aquifer 196.9 feet .15 47.3 NT One acre foot per year of the nontributary Lower Dawson aquifer groundwater will be reserved for use through the one exempt well, Permit # 31078. 6. Well Field: The wells which will withdraw groundwater from the proposed Well Field are to be located on the Applicant’s property. The Applicant requests that the Court determine that the applicant has the right to withdraw all of the legally available groundwater from wells that may be completed in the future as the Applicant’s Well Field. 7. Proposed use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: unified municipal water systems, municipal, domestic, industrial, commercial, irrigation, augmentation, stock watering, recreational, water feature ponds and piscatorial habitat less than 1000 square feet, and wildlife. The water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletion’s from the use of water from other sources and for all other augmentation purposes. 8. Jurisdiction: The Water Court retains jurisdiction over the the material in this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. The use of not nontributary water from future wells shall be subject to judicial approval of an augmentation plan which will be applied for at such time as additional wells may be proposed and permitted. 10. Remarks: Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 5 plus an amount of groundwater in excess of that annual amount; provided that the sum of the total withdrawals from any particular aquifer does not exceed the product of the number of years since the date of the issuance of well permits or of the entry of a decree, which ever occurs first, times the decreed average annual amount for that aquifer. 08CW50 DOREEN M. TORRES, 12163 W. SARATOGA AVENUE, MORRISON, CO 80465. Telephone: (303) 979-3649. APPLICATION TO MAKE ABSOLUTE IN PARK COUNTY. Name of structure: O’Brien Well, permit 59995F. Date of original decree: April 16, 2002 in case no. 96CW1161 in Water Division 1. Legal description: NW1/4, SW1/4, S35, T9S, R75W of the 6th PM at a distance 2380 feet from South and 1330 feet from West. Street address: 931 Ute Trail, Jefferson, CO 80456. Subdivision: Indian Mountain, Lot 80, Filing 15. Source: groundwater. Appropriation date: May 31, 1975. Amount: 5 gpm. Use: Household use only. Depth: 600 ft. Date water applied to beneficial use: Jan. 3, 2004. Amount: 5 gpm. Household use. 08CW51 DENNIS AND LINDA GRAVES, 10035 GLENSTONE CIRCLE, HIGHLANDS RANCH, CO 80130. Telephone: (303) 470-7508. APPLICATION FOR FINDING OF DILIGENCE IN PARK COUNTY. Graves Well. Date of original decree: 11-13-2001 in case no. 96CW414 in Water Division 1. Legal description: SE1/4, SE1/4, S26, T9S, R75W of the 6th PM at a distance 200 feet from South and 100 feet from East. Street address: 10 Longbow Drive. Indian Mountain subdivision, Lot 75,

Filing 25. Source: groundwater. Appropriation date: May 31, 1973. Amount: .033 cfs. Conditional. Use: Household only in single family dwelling according to case W-7389. 08CW52 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. 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- Defendant: WETCO FARMS, INC. 08CW53, Applicant: Keith Bath, 16134 County Road 23, Fort Morgan, CO 80701, (970) 867-6882, Fort Morgan Reservoir & Irrigation Company, c/o Cynthia Vassios, P.O. Box 38, Fort Morgan, CO 80701, (970) 867-7561. Direct all pleadings to: Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202. In the Matter of the Application for Change of Well Location, in MORGAN COUNTY. Background. Bath is an individual who owns the well described herein and certain land historically irrigated by the well. Bath’s existing well is no longer productive and he wishes to redrill the well in a different location on his property. This application is being filed since the new well will be located more than 200 feet from the existing well. FMRICO is a mutual ditch company that distributes water to its shareholders and to individuals and entities that contract with it. FMRICO owns or has the right to use the augmentation water rights described in this application. Bath’s well is included in FMRICO’s augmentation plan, decreed on April 22, 1985, in District, Court, Water Division 1, State of Colorado, Case No. W-2692 (“FMRICO Augmentation Plan”). Application for Change of Location for Replacement Well. 1) Decreed Name of Structure for which Change of Location is Sought. ell Permit Number 8366-R (a/k/a Richard Well) The well described in this paragraph 3 is herein referred to as the “Old Bath Well,” and is shown on the location map attached as Exhibit A. 2) Information from Previous Decree. a. Date entered: December 3, 1974; b. Case No.: W-2692 B-56; c. Court: Water Division 1; d.Type of Water Right: Underground; e. Legal description of point of diversion: SW 1/4 SE 1/4 of Section 11, Township 3 North, Range 57 West; f. Source: South Platte River; g. Amount of Water: 991 g.p.m. (2.20 c.f.s.); h. Appropriation Date: June, 1954; I. Decreed use: Irrigation; 3) Proposed Change of Location: The Old Well is no longer productive and Bath seeks to redrill the well approximately one-half mile north of the current location of the Old Well. The New Well will be located in the same quarter section in which the Old Well was located, which is the SE 1/4, Section 11, Township 3 North, Range 57 West. The approximate location of the New Well is: NE 1/4 SE 1/4, Section 11, Township 3 North, Range 57 West, 2580 feet from South Section line and 1275 feet from the East Section line. The location map attached as Exhibit A depicts the location of the Old and New Wells, as well as the land that was historically irrigated by the Old Well and that will be irrigated by the New Well (hereinafter referred to as “Historically Irrigated Land”).4) Operation and Augmentation of New Well. A. Operation of New Well. Bath does not seek to change the type or location of use of the water diverted from the Old Well. Bath will continue to irrigate the Historically Irrigated Land and crops that have been historically irrigated with the Old Well, or that is allowed pursuant to the FMRICO Augmentation Plan. Bath is a shareholder in FMRICO and in accordance with FMRICO policies and procedures, Bath has been and will continue to use surface water rights associated with its FMRICO shares as the primary source of irrigation of the Historically Irrigated Land. The New Well, as with the Old Well, will be used for supplemental irrigation of this land. B. Augmentation of Old and New Wells. The Old Well is included in FMRICO Augmentation Plan. Upon drilling the New Well, the Old Well will be plugged and abandoned. The New Well will cause depletions to the South Platte River and will also be augmented pursuant to the W-2692 Decree. Pursuant to the W-2692 Decree, the depletions from the New Well will be administered as having a priority date of June 7, 1969, and the effects on the South Platte River caused by the pumping of the well will be calculated by means of the stream depletion factor (SDF) concept developed by the U.S.

Geological Survey (Jenkins) and by means of a digital computer program based upon the SDF method. The SDF value for the Old Well is 653 days. The SDF value for the New Well is calculated to be approximately 475 days. All post-pumping depletions from the Old Well and depletions caused by pumping the New Well will be fully augmented pursuant to the W-2692 Decree. 5) Names and addresses of owners of land on which structure is located: Applicant. (4 pages, plus one page exhibit). 08CW54 STAN LYNN, 36450 County Road 17, Elizabeth, CO 80107, through his attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR CHANGE OF WATER RIGHT, IN ELBERT COUNTY. 2. Decree information for which change is sought: Terms and conditions of Case No. 95CW169 as decreed on September 15, 1998. The property which is the subject of the decree is approximately 265 acres located in the S1/2 of Section 32, T7S, R64W of the 6th P.M. Applicant is the owner of 35 acres of that land as shown on Attachment A hereto (Subject Property), and only the Subject Property is affected by this change. 3. Proposed changes: Applicant is the owner and purchaser of 3 acre-feet per year of decreed Upper Dawson aquifer groundwater as decreed in Case No. 95CW169. The 3 acre-feet is included in an augmentation plan also approved in Case No. 95CW169. The augmentation plan references that residential lots will use 1 acre-foot per year for inhouse use (0.3 acre-feet), irrigation of 11,500 square feet (0.65 acre-feet), and stockwatering of 4 animals (0.05 acre-feet). For current planning purposes, Applicant must show an inhouse value of 0.4 acre-feet. By this change, Applicant requests that the values associated with the 3 acre-feet of Upper Dawson aquifer water herein be changed so that each well can withdraw 1 acre-foot for inhouse use (0.4 acre-feet), irrigation of 9,500 square feet (0.55 acre-feet), and stockwatering of 4 animals (0.05 acre-feet). Because there will be less consumptive use by reducing the irrigation use, no injury will occur to existing water rights. (1 acre-foot of the Upper Dawson water will be withdrawn through an existing well on the Subject Property as permitted in Well Permit No. 213883, when necessary). Also, the decree in Case No. 95CW169 does not reference that augmented Upper Dawson aquifer groundwater can be withdrawn on the Subject Property. By this change, the 3 acre-feet per year of Upper Dawson aquifer groundwater will be withdrawn and used on the Subject Property. No other parts of the original decree are being changed. 08CW55 DOUGLAS COUNTY SCHOOL DISTRICT RE-1, 2812 N. Hwy 85, Bldg. E, Castle Rock, CO 80109, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells or use of the water. 3. Legal Description of Wells and Subject Property: The property which is the subject of this application is approximately 70 acres of land located in part of the N1/2 of Section 2, T8S, R67W of the 6th P.M., as described and shown on Attachment A hereto. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property subject to Section 37-90-137(4), C.R.S. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the subject aquifers underlying the Subject Property is nontributary groundwater as described in 37-90-103(10.5), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6, which will be withdrawn at rates of flow which are necessary to withdraw the entire decreed amounts. For purposes of this application, Applicant estimates that the following annual amounts are representative of the Lower Dawson, Denver,

Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property. The Arapahoe aquifer water requested herein includes water which is the subject of Well Permit No. 24208-RF. Applicant will vacate any Lower Dawson or Denver aquifer water which is included in Case No. W-5504 and Well Permit No. 7609, so that the water in these aquifers can be decreed. Applicant will withdraw the Denver aquifer water through existing Well Permit No. 57299-F after re-permitting the well to operate pursuant to the final decree. Saturated Estimated Aquifer Thickness Annual Amount Lower Dawson 184 feet 26 acre-feet Denver 349 feet 42 acre-feet Arapahoe 265 fee t 32 acre-feet Laramie-Fox Hills 162 feet 17 acre-feet 6. Well Fields: Applicant requests that this Court determine that Applicant has the right to withdraw all of the legally available groundwater lying below the Subject Property, through the wells requested herein and any additional wells which may be completed in the future as Applicant's well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: The water will be used, reused, successively used, leased, sold, or otherwise disposed of for the following beneficial purposes: domestic, industrial, commercial, irrigation, fire protection, livestock watering, recreational and fish and wildlife. Said water will be produced for immediate application to said uses, both on and off the Subject Property, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletions resulting from the use of water from other sources, and for augmentation purposes. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers based on estimates of relative values for specific yield and saturated thicknesses, Applicant requests the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. 08CW56 LINDA AND JIMMY CRAWLEY, 80 E. Singing Hills Road, Parker, CO 80138, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, IN ELBERT COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw the groundwater from the not nontributary Upper Dawson and nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers will be located at any location on approximately 35 acres of land located in the W1/2NW1/4 of Section 10, T7S, R65W of the 6th P.M., except for the north 829.71 feet of the west 525 feet of the NW1/4NW1/4, and except the south 1155.10 feet of the W1/2NW1/4 of said Section 10, as shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Upper Dawson aquifer is not nontributary as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. The groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary groundwater as described in 37-90-103(10.5), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the

groundwater at rates of flow necessary to efficiently withdraw the entire decreed amounts. Applicants will withdraw the subject groundwater through wells to be located at any location on the Subject Property, including an existing well completed into the Upper Dawson aquifer as permitted in Well Permit No. 141868 which may be re-permitted to operate pursuant to the augmentation plan requested below, when necessary. Applicants waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based on the Denver Basin Rules, 2 C.C.R. 402-6. Applicants estimate the following annual amounts are representative of the subject aquifers: Saturated Annual Aquifer Thickness Amount Upper Dawson 180 feet 12 acre-feet Lower Dawson 60 feet 4 acre-feet Denver 334 feet 20 acre-feet Arapahoe 243 feet 14 acre-feet Laramie-Fox Hills 188 feet 10 acre-feet Applicants will reserve part of the Upper Dawson aquifer groundwater for continued use through the existing well. 6. Well Field: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicants' well fields. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicants will use, reuse, and successively use the water for domestic, commercial, industrial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: 3 acre-feet per year for 300 years of Upper Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. C. Statement of plan for augmentation: Applicants will use the Upper Dawson water for a 300 year period to supply three individual wells, including the existing well, on three residential lots to be located on the Subject Property at rates of flow of 15 gpm. Each well will require 1 acre-foot per year for inhouse use (0.4 acre-feet), irrigation/limited to 9500 square-feet of lawn and garden (0.55 acre-feet), and stockwatering of 4 large domestic animals (0.05 acre-feet). Applicants reserve the right to amend these values based on final planning of the Subject Property or the final amount of water available for decree. Sewage treatment for inhouse use will be provided by a non-evaporative septic system. Consumptive use associated with in-house use will be approximately 10% of water used and it is estimated that approximately 10% of water used for irrigation will be returned to the stream system. Stockwatering use 100% consumptively used. During pumping Applicants will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicants estimate that depletions may occur to the Cherry Creek or Coal Creek stream systems. Return flows from use of the subject water rights via Coal Creek will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary groundwater underlying the Subject Property to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to

Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicants will withdraw up to 3 acre-feet per year of the not nontributary Upper Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S. WHEREFORE, Applicants pray that this Court enter a Decree: 11. Granting the application herein and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained; 12. Specifically determining that: A. Applicants have complied with 37-90-137(4), C.R.S., and water is legally available for withdrawal by the wells proposed herein, but that jurisdiction will be retained with respect to the average annual amounts of withdrawal specified herein to provide for the adjustment of such amounts to conform to actual local aquifer characteristics from adequate information obtained from wells or test holes drilled on or near Applicants' property, pursuant to 37-92-305(11), C.R.S. and Denver Basin Rule 9.A.; B. The groundwater in the Upper Dawson aquifer is not nontributary and groundwater in the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers is nontributary groundwater; C. Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of groundwater and the plan for augmentation proposed herein; D. No findings of diligence are required to maintain these water rights. 08CW57, Applicant: Ranch of the Rockies Association, 492 Ranch Road RORA D2, Hartsel, Colorado 80449, (719) 826-2079. APPLICATION FOR A FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE A CONDITIONAL WATER RIGHT, IN PARK COUNTY. Please forward pleadings and correspondence to William R. Fischer, Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO 80525, (970) 407-9000, Fax: (970) 407-1055. 2. Name of structure: Buffalo Creek Dam and Reservoir. 3 Describe conditional water right (as to each structure) giving the following from the Referee’s Ruling and Judgment and Decree Information: A. Date of Original Decree: September 2, 1988, Case No. 86CW287, District Court, Water Division 1, State of Colorado. B. Legal description: Located in the NW1/4 of the NW1/4 of Section 25, Township 12 South, Range 77 West of the 6th P.M., more particularly described as follows: Beginning at the northwest corner of Section 25, thence South 73°00' East 728 feet to the north abutment of the dam. C. Source: Buffalo Creek, tributary to the South Fork of the South Platte River. D. Date of Appropriation: August 31, 1975. E. Amount, uses of water claimed, and related information: 1. In Case No. 86CW287, Buffalo Creek Dam and Reservoir received a conditional decree to store 180 acre feet, for the following uses: Domestic, commercial, irrigation, recreation, wildlife, fish propagation, and as a source of replacement water under the augmentation plan decreed in Case No. W-8109-75 and amended in Case No. 84CW296 (the augmentation plan decreed in W-8109-75 as amended in Case No. 84CW296 was further amended by decree in Case No. 95CW152) all in the District Court, Water Division 1, State of Colorado. 2. In Case No. 94 CW166, District Court, Water Division 1, State of Colorado, 40 acre feet of the conditional amount was decreed absolute for recreation, wildlife and fish propagation and 2 acre feet was decreed absolute for augmentation purposes. 3. In Case No. 01CW093, District Court, Water Division 1, State of Colorado, the remaining 140 acre feet of water which was not made absolute in Case No. 94CW166 was made absolute for recreation, wildlife and fish propagation, and an additional 6 acre feet was made absolute for augmentation purposes. 4. As stated in paragraph G., below, Applicant claims that a portion of the conditional rights that were decreed in Case No. 86CW287 should now be decreed absolute. In the alternative, however, as to all or any portion of such conditional rights that are not decreed absolute by the court as the result of this application, Applicant seeks a Finding and Decree that it has been diligent in the development any such conditional rights. Finally, as to those rights that were conditionally decreed but which are not currently decreed absolute or which the Applicant does not now claim as absolute, Applicant seeks a Finding and Decree that it has been diligent in the development of such conditional rights. F. Provide an outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as

conditionally decreed, including expenditures. Applicant’s activities have included, but are not limited to, the following: 1. Applicant retained Aquatic Alternatives to design and install a silt trap constructed of concrete for the purpose of capturing silt prior to its entry into the reservoir, and required to help ensure that the reservoir capacity is maintained to capture the decreed amount. 2. The lining in the reservoir was installed prior to the beginning of the diligence period at a cost of around $1,500,000.00. During the diligence period, portions of this lining required replacement, while other portions required maintenance, all of which was completed. Applicant retained Aquatic Alternatives to perform this work. 3. Applicant retained Bear Surveying Services Inc., which designed, installed and calibrated a water level gauge in the reservoir. 4. A large amount of amount of rip-rap was added to the structure and its spillway and other erosion control measures were completed. Applicant retained Aquatic Engineering to remove encroaching brush and the services of an independent contractor to control rodents and prevent damage to the structure. 5. Applicant has worked with and retained professional engineers and attorneys to work with the Office of the Colorado State Engineer to ensure its accounting is appropriate and in a correct form. 6. Applicant employed a manager to oversee all aspects of the structure, including its maintenance, repair, operation and use. 7. Applicant has spent over $80,000.00 related to the above. G. Claim to make absolute: During the diligence period, water from the structure has been used for augmentation purposes, including, without limitation, in 2004. In 2004, 48.91 acre feet of water was used for augmentation purposes. As to augmentation uses, under previous decrees (Case No.’s 94CW166 and 01CW093, recited above), 8.0 acre feet was made absolute for augmentation purposes. By this application, Applicant asserts, inter alia that an additional 40.91 acre feet have been utilized as a source of replacement water and such amount should now be made absolute for augmentation purposes, and if granted, such will bring the total amount decreed absolute for augmentation purposes up to 48.91 acre feet. H. Names(s) and address(es) of owner(s) of land on which structure is or will be located, upon which water is or will be stored, or upon which water is or will be placed to beneficial use: Applicant owns the land on which the structure is located and the water stored. 08CW58 John P. Henderson and Ann K. Henderson, P. O. Box 1486, Elizabeth, CO 80107, Lisa S. Weinstein, Atty. Reg. #35668, c/o Colorado Water Plans, P.O. Box 1955, Elizabeth, CO 80107, Telephone (303) 646-3895 APPLICATION FOR UNDERGROUND WATER RIGHTS FROM THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON, AQUIFERS IN ELBERT COUNTY. 2. Well Permits: The existing domestic well is Permit #179027. It produces from the not nontributary Upper Dawson aquifer. Appropriate well permits will be applied for when Applicant is prepared to drill additional wells. 3. The wells which will withdraw groundwater from the nontributary Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers described in 37-90-103(10.5), C.R.S.and the not nontributary Upper Dawson, aquifer, as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. underlying the land are to be located on applicants land in the N/2, N/2 SE/4 of Section 29, Township 08 South, Range 64 West of the 6th P.M, Elbert County. The total area of water rights on the applicants land is 40 acres. No specific locations for the proposed wells are requested. Specific locations for additional wells will be provided when applications for well permits are submitted. 4. Source of Water Rights: The sources of the nontributary groundwater to be withdrawn are the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. The source of the not nontributary groundwater to be withdrawn is the Upper Dawson aquifer.5. Estimated Amounts and Rates of Withdrawal: The groundwater to be withdrawn from the wells at rates of flow necessary to efficiently withdraw the entire decreed amounts from the subject property, which is an area of 40 Acres. The estimated annual amounts available for withdrawal from the aquifers as indicated below, are based on Denver Basin Rules, 2 C.C.R. 402-6. The average annual amount available for withdrawal from the subject aquifers will depend upon the hydrogeology and the legal

entitlement of the Applicant to all groundwater in those aquifers underlying the described property Annual Average Sand Specific Withdrawal Aquifer Thickness Yield (%) (Acre Feet) Upper Dawson aquifer 150.0 feet .20 11.0 NNT Lower Dawson aquifer 101.0 feet .20 8.2 NT Denver aquifer 252.0 feet .17 17.3 NT Arapahoe aquifer 205.0 feet .17 14.0 NT Laramie-Fox Hills aquifer 227.0 feet .15 13.8 NT One acre foot per year of the nontributary Lower Dawson aquifer groundwater will be reserved for use through the one domestic well, Permit # 179027. 6. Well Field: The wells which will withdraw groundwater from the proposed Well Field are to be located on the Applicant’s property. The Applicant requests that the Court determine that the applicant has the right to withdraw all of the legally available groundwater from wells that may be completed in the future as the Applicant’s Well Field. 7. Proposed use: All water withdrawn will be reused, successively used, leased, sold or otherwise disposed of for the following beneficial uses: unified municipal water systems, municipal, domestic, industrial, commercial, irrigation, augmentation, stock watering, recreational, water feature ponds and piscatorial habitat less than 1000 square feet, and wildlife. The water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of depletion’s from the use of water from other sources and for all other augmentation purposes. 8. Jurisdiction: The Water Court retains jurisdiction over the the material in this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. The use of not nontributary water from future wells shall be subject to judicial approval of an augmentation plan which will be applied for at such time as additional wells may be proposed and permitted. 10. Remarks: Applicant requests the right to withdraw from these wells an average amount of water determined to be available in paragraph 5 plus an amount of groundwater in excess of that annual amount; provided that the sum of the total withdrawals from any particular aquifer does not exceed the product of the number of years since the date of the issuance of well permits or of the entry of a decree, which ever occurs first, times the decreed average annual amount for that aquifer. 08CW59, WALNUT PEACEMAKER, L.L.C., 3515 S. Tamarac Drive, Suite 300, Denver, Colorado c/o William B. Tourtillott, Esq. Carolyn F. Burr, Esq., James M. Noble, Esq., Susan M. Curtis, Esq., RYLEY CARLOCK & APPLEWHITE, 1999 Broadway, Suite 1800, Denver, Colorado 80202, Telephone: (303) 863-7500. Application for Determination of Underground Water Rights in ARAPAHOE COUNTY. 2. Introduction. Applicant seeks to appropriate, perfect and obtain vested rights for any and all nontributary and not nontributary groundwater legally available to Applicant that has not previously been permitted or decreed. This Court has jurisdiction to determine the water rights requested herein pursuant to Colo. Rev. Stat. § 37-90-137(6). 3.Wells and Well Permits. Concerning the water rights that are being requested in this application, none of the wells that are the subject of this application currently exist, and the Applicant has not applied for permits to drill any of the wells. Applicant claims the right to drill and to complete such wells as may be needed or desired anywhere on Parcels A, B and C to recover and to use all physically and legally available water from the aquifers under each parcel as claimed herein. Prior to constructing any well, Applicant will apply to the Division of Water Resources (the “State Engineer”) for a permit to construct such wells. The Applicant requests that the Court require the State Engineer to issue well permits for any such wells in accordance with the decree to be entered herein. Applicant seeks the right to locate the future wells at any suitable location within those parts of Parcels A, B and C. 4. Legal Description of Applicant’s Property. Applicant seeks a determination of its right to perfect its ownership, appropriate and withdraw all of the legally available nontributary ground water in the Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills Aquifers and the legally available not nontributary ground water in the Denver Aquifer underlying the parcels as described below: Parcel A: 80.44 acres located in the North 1/2 of the Southeast 1/4 of

Section 18, Township 4 South, Range 64 West of the 6th P.M., Arapahoe County, Colorado. Parcel B: 40.19 acres located in the Southeast 1/4 of the Southeast 1/4 of Section 18, Township 4 South, Range 64 West of the 6th P.M., Arapahoe County, Colorado Parcel C: 40.18 acres located in the Southwest 1/4 of the Southeast 1/4 of Section 18, Township 4 South, Range 64 West of the 6th P.M., Arapahoe County, Colorado. Applicant’s Parcels A, B and C are contiguous with each other and are more particularly described in the survey attached as Exhibit A and the Special Warranty Deed attached as Exhibit B. Owner of Parcels A, B and C: Applicant, Walnut Peacemaker, L.L.C., see paragraph 1 above for address. 5. Source of Water. The ground water to be withdrawn by the Applicant from the Denver Aquifer on Parcels A, B and C is not nontributary ground water as defined in C.R.S. § 37-90-103(10.7). The Applicant will obtain a plan for augmentation that replaces depletions prior to using this not nontributary water. The ground water to be withdrawn by the Applicant from the Upper Arapahoe, Lower Arapahoe and Laramie-Fox Hills Aquifers on Parcels A, B, C is nontributary ground water as defined in C.R.S. § 37-90-103(10.5). Applicant will comply with the requirement to relinquish to the surface stream system two percent of all such nontributary ground water withdrawn on an annual basis. (The relinquishment can be effectuated through unclaimed wastewater returns or unclaimed lawn irrigation returns.) Otherwise, said water may be fully consumed to extinction for all beneficial uses. Estimated Depth: Wells will be completed to the bottom of each of the aquifers, which Applicant estimates to be as follows: Denver Aquifer: 758 feet, Upper Arapahoe Aquifer: 1,033 feet, Lower Arapahoe Aquifer 1,277 feet, Laramie-Fox Hills Aquifer 1,885 feet. The above depths are approximate and are based on information from the Colorado State Engineer’s office. Actual well depths may vary from this estimate based on the actual conditions below the overlying land. 6. Estimated Amount and Rates of Withdrawal. Applicant claims herein the right to perfect its ownership, appropriate and withdraw all of the nontributary ground water which is legally available from the Upper Arapahoe, Lower Arapahoe, and Laramie-Fox Hills Aquifers along with the not nontributary Denver Aquifer ground water underlying Parcels A, B and C, and to withdraw said amounts at whatever rate is required in order to do so and as and when the water is needed during the course of any year. The Applicant’s wells will withdraw ground water at a rate of flow necessary to efficiently withdraw the entire decreed amount in each aquifer. The estimated average annual amounts of ground water available for withdrawal by the Applicant is based upon information contained in the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates the following values and average annual amounts are representative of the subject aquifers underlying Parcels A, B and C.

Parcel A (80.44 acres):

Aquifer Saturated Thickness

Annual Average Specific Yield (%)

Withdrawal (Acre Feet)

Upper Arapahoe 136.6 17.0% 18.68 a.f. Lower Arapahoe 82.0 17.0% 11.21 a.f. Laramie-Fox Hills 166.9 15.0% 20.14 a.f. Denver 197.7 17.0% 27.03 a.f.

Parcel B (40.19 acres):

Aquifer Saturated Thickness

Annual Average Specific Yield (%)

Withdrawal (Acre Feet)

Upper Arapahoe 136.6 17.0% 9.3 a.f. Lower Arapahoe 82.0 17.0% 5.6 a.f. Laramie-Fox Hills 166.9 15.0% 10.06 a.f. Denver 197.7 17.0% 13.51 a.f.

Parcel C (40.18 acres):

Aquifer Saturated Thickness

Annual Average Specific Yield (%)

Withdrawal (Acre Feet)

Upper Arapahoe 136.6 17.0% 9.3 a.f. Lower Arapahoe 82.0 17.0% 5.6 a.f.

Laramie-Fox Hills 166.9 15.0% 10.06 a.f. Denver 197.7 17.0% 13.50 a.f.

7. Well Fields. This application pertains to three well fields or an integrated well field. Parcels A, B and C are contiguous and each forms its own “well field” or may be integrated into one well field. Applicant requests that this Court determine that the Applicant has the right to withdraw all of the legally available ground water lying below Parcels A, B and C through the wells requested herein, which may be located anywhere on these parcels, and any additional wells which may be completed in the future, as part of the Applicant’s three well fields or an integrated well field. Applicant will file applications with the State Engineer pursuant to C.R.S. § 37-90-137(10), prior to construction of any wells. 8. Proposed Uses. Applicant will use all water withdrawn from the subject aquifers in water system to be used, reused, and successively used, leased, sold or otherwise dispose of to extinction (except for 2% relinquishment) for the following beneficial purposes: domestic, industrial, commercial, municipal (if the water is used in a municipal system), irrigation, stock watering, recreational, fish and wildlife propagation, fire protection, and maintenance of adequate storage reserves, and any and all other beneficial uses on or off Parcels A, B and C. Said water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, and for replacement of depletions resulting from the use of water from other sources. 9. Remarks. a. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 7 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. b. Although Applicant has estimated the amounts of water available for withdrawal from the subject aquifers based on estimates of relative values for specific yield and saturated thickness, Applicant requests the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. c. Applicant will withdraw the not noncontributory Denver Aquifer ground water only upon approval of a plan for augmentation which may be filed in the future pursuant to C.R.S. § 37-90-137(9)(c). WHEREFORE, Applicant prays that this Court enter a Decree: 1.Granting the application and awarding the water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained. 2.Specifically determining that: a.Applicant has complied with C.R.S. § 37-90-137(4), and water is legally available for withdrawal by the wells proposed herein, but that jurisdiction will be retained with respect to the average annual amounts of withdrawal specified herein to provide for the adjustment of such amounts to conform to actual local aquifer characteristics from adequate information obtained from wells or test holes drilled on or near Applicant’s property, pursuant to § 37-92-305(11), and Denver Basin Rule 9.A. b.The ground water in the Denver aquifer is not nontributary and the ground water in the Upper and Lower Arapahoe, and Laramie-Fox Hills Aquifers is nontributary. c.Vested or conditionally decreed water rights of others will not be materially injured by the withdrawals of nontributary ground water. d. No findings of diligence are required to maintain these water rights. Further Applicant prays that this Court grant such other and further relief as this Court deems just and proper.

08CW60 Hans W. Von Barby, Jr. and Jeanette S. Von Barby, 5209 South Elk Ridge Road, Evergreen, Colorado 80439, North Fork Associates, LLC and Mountain Mutual Reservoir Company, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHTS, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Names of Wells and Permit, Registration or Denial Numbers: Von Barby Well No. 1 (Permit No. 70818) and Von Barby Wells Nos. 2 and 3. 2. Legal Descriptions of the Wells: Von Barby Well No. 1 is located in the NE 1/4 NW 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M., Jefferson County, at a point

approximately 100 feet from the North Section line and 1,500 feet from the West Section line of said Section 18. Pursuant to Policy Memo No. 99-1 of the State Engineer, Hans and Jeanette Von Barby request conditional underground water rights for the Von Barby Well Nos. 2 and 3. The exact locations of the wells will not be known until the locations of the residences to be served are finally determined. However, the wells can generally be described as being within the NW 1/4 NW 1/4 and the W 1/2 NE 1/4 NW 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M., Jefferson County. 3.A. Source of Water: Ground water that is tributary to Buffalo Creek, Bear Creek and the South Platte River. 3.B. Depth of Von Barby Well No. 1: 480 feet. Depth of Von Barby Well Nos. 2 and 3: 800 feet, approximate. 4.A. Dates of Appropriation: Von Barby Well No. 1: July 31, 1973. Von Barby Well Nos. 2 and 3: March 31, 2008. 4.B. How Appropriation was Initiated: Issuance of a well permit by the Colorado Division of Water Resources and the filing of this Application. 4.C. Dates Water Applied to Beneficial Use: Von Barby Well No. 1: May 31, 1974. Von Barby Well Nos. 2 and 3: N/A 5. Amounts Claimed: Von Barby Well No. 1: 15 gallons per minute, Absolute. Von Barby Well Nos. 2 and 3, 15 gallons per minute, Conditional, for each well. 6. Uses: Ordinary household purposes inside a single family dwelling, the watering of domestic animals and fire protection purposes. 7. Names and Address of Owners of Land on which the Wells are or will be Located: Hans W. Von Barby, Jr. and Jeanette S. Von Barby, as described above. 8. Remarks: The Permit for the Von Barby Well No. 1 was originally issued pursuant to C.R.S. §37-92-602. Upon approval of the plan for augmentation being requested, a new well permit application for the Well will be submitted to the State Engineer, along with a request that Permit No. 70818 be cancelled. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Names of Structures to be Augmented: Von Barby Well Nos. 1, 2 and 3. 2. Water Rights to be Used for Augmentation Purposes. a. Hans W. Von Barby, Jr. and Jeanette S. Von Barby (“Von Barbys”), have entered into a contract with North Fork Associates, LLC to purchase 4.1 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 4.1 shares represent the right to receive 0.128 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

April 15, 1868 21 Turkey Creek 10.75 cfs 0.2072 cfs March 16, 1869 23 Bear Creek 7.94 cfs 0.1530 cfs

May 1, 1871 25 Bear Creek 25.54 cfs 0.4923 cfs March 1, 1882 30 Bear Creek 12.87 cfs 0.2481 cfs

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

Appropriation Date

Priority Number Source Amount MMRC Entitlement

Dec. 1, 1861 4 Bear Creek 12.33 cfs 0.1541 cfs April 16, 1862 8 Turkey Creek 2.86 cfs 0.0358 cfs Oct. 31, 1864 14 Bear Creek 25.47 cfs 0.3184 cfs April 1, 1865 16 Bear Creek 11.49 cfs 0.1436 cfs

The headgates of the Warrior Ditch are the same as those of the Harriman Ditch, described above. The Ditch was originally decreed for irrigation purposes. iii. Soda Lakes Reservoir Nos. 1 and 2. 8.71 shares of the 400 shares of capital stock (2.18%), issued and outstanding in the Soda Lakes Reservoir and Mineral Water Company. Said Company owns storage water rights decreed to the Soda Lakes Reservoir Nos. 1 and 2. Pursuant to the Decree entered in Civil Action No. 91471 on September 24, 1935, the Soda Lake Reservoir Nos. 1 and 2 were adjudicated for 1,794 acre feet for irrigation purposes, and 598 acre feet for storage for supplying the City of Denver with water for municipal purposes, including the watering of lawns and gardens. The date of appropriation awarded the structures was February 11, 1893. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Reservoirs are filled through the Harriman Ditch. iv. Meadowview Reservoir. The structure is located in the NE 1/4 SW 1/4 and the NW 1/4 SE 1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County. Meadowview Reservoir was awarded a conditional water right in Case No. 2001CW294, in an amount of water up to 50 acre feet, for augmentation, replacement, exchange and substitution purposes, with the understanding that the amount will be reduced to the difference between 50 acre feet and the volume of water decreed in Case No. 94CW290 for the same purposes. The source is water tributary to North Turkey Creek. Harriman Ditch and Warrior Ditch direct flow water and water available to MMRC in the Soda Lakes Reservoirs are also stored in Meadowview Reservoir by exchange pursuant to the appropriative rights of substitution and exchange decreed in Case Nos. 94CW290, 2000CW060 and 2001CW293. c. The overall "firm" yield of consumptive use water available from the MMRC portfolio of Bear Creek/Turkey Creek water rights and storage facilities was quantified in the Decree entered by the District Court for Water Division 1 in Case No. 2001CW293, dated July 16, 2003. The terms and conditions under which the Bear Creek/Turkey Creek water rights are used for augmentation and replacement purposes are set forth in the Decree in Case No. 2001CW293, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2001CW293 for more detailed information. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The Von Barbys are the owners of a 37 acre parcel of property located in the NW 1/4 NW 1/4 and the W 1/2 NE 1/4 NW 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M., Jefferson County. One single family residence currently exists on the property. The Von Barbys propose to subdivide their property into three residential lots. The property is depicted on the attached Exhibit "A." b. The water supply for the residences is or will be obtained from the Von Barby Well Nos. 1, 2 and 3. Wastewater from all in-building uses of water is or will be treated utilizing non-evaporative septic systems with soil absorption leach fields. Return flows are to Buffalo Creek. c. Based on prior engineering studies of similar residential subdivisions, it is assumed that the maximum average occupancy of the single family residences will be 3.5 persons, and that the per capita daily water usage will not exceed 80 gallons as an annual average. Water requirements for horses, or similar domestic animals, are assumed to be 10 gallons per animal per day. The total volume of water required is projected to be approximately 1.0 acre foot per year. d. Depletions associated with water that is used inside the residences will be based on a ten percent (10%) consumption factor. All of the water supplied to horses is assumed to be consumed. Maximum stream depletions are

not anticipated to exceed 0.128 of an acre foot per year, with a projected maximum rate of depletion of 0.00018 of a cubic foot per second. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April through October, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Warrior Ditch and/or Harriman Ditch direct flow water rights. During times when MMRC's direct flow water rights are not in priority and during the months of November through March, inclusive, depletions will primarily be augmented by periodically releasing water from the Soda Lakes Reservoirs. g. Since the point of depletion associated with water use from the subject wells is on a side tributary of Bear Creek and upstream of the Harriman Ditch headgate, the Von Barbys assert an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of Bear Creek and Turkey Creek at Bear Creek Lake in Section 5, Township 5 South, Range 69 West, 6th P.M., Jefferson County; thence up Bear Creek to its confluence with Buffalo Creek located in the NW 1/4 NW 1/4 of Section 9, Township 5 South, Range 71 West, 6th P.M.; and thence up Buffalo Creek to the point where depletions from the subject wells impact Buffalo Creek in the SW 1/4 SW 1/4 of Section 18, Township 5 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in Buffalo Creek, Bear Creek and the South Platte River as the depletions occur. The exchange may also be used to fill an on-site storage container if such a container is ever determined to be needed. The exchange will be administered with a priority date of March 31, 2008, at a maximum flow rate of 0.001 of a cubic foot per second. h. The Von Barbys believe and assert that the depletions associated with the wells described herein, combined with depletions associated with other augmentation plans filed subsequent to 1994, will result in less than a one percent depletive effect on the instream flow water rights held by the Colorado Water Conservation Board on Bear Creek that were decreed in Case Nos. 94CW258, 94CW259 and 94CW260. 4. Names and Address of Owners of Land on which New Structures will be Located: The Von Barbys, as above described. WHEREFORE, the Von Barbys request the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Von Barbys also request a determination that the wells described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Von Barbys further request the entry of an Order directing the State Engineer to issue permits for the subject wells. (8 pages and one exhibit). 08CW61. Town of Pierce, c/o Craig Cleveland, Mayor, P.O. Box 57, Pierce, Colorado 80650, Telephone: (970) 834-2851. Application for Change in Well Location in WELD COUNTY. 2. Name of Structure: Well No. 1-13615-F. 3. Original decree: a. Case No. W-2445, Water Division No. 1. b. Adjudication date: November 10, 1975. c. Decreed point of diversion: NW 1/4 of the SW 1/4 Section 26, Township 8 North, Range 66 West of the 6th P.M., Weld County, Colorado at a point 2610 feet north and 60 feet east of the SW corner of said Section 26. d. Source: Groundwater. e. Appropriation date: December 31, 1945. f. Amount: 0.555 cubic feet per second. 4. Historic Use: The historic use of the well for irrigation was confirmed in Case No. 04CW57, decree entered October 16, 2007. In that case, Well No. 1-13615-F was changed for use on any lands within the municipal limits of the Town, in conjunction with two other wells. The applicant is not claiming any change in place of use nor amount of use herein. The well is augmented by the Cache La Poudre Water Users Association pursuant to the decree in Case No. W-7291(75), Water Division No. 1. 5. Proposed change: Applicant proposes to change the decreed location of the well to the following location: NW 1/4 of the SW 1/4 of Section 26, Township 8 North, Range 66 West of the 6th Principal Meridian, Weld County, Colorado bearing

2,905 feet south of north line and 46 feet east of west line of Section 26. 6. Applicant owns the well and the water rights associated with the well. The land on which the well is and will be located is owned by: Centrebridge Corporation, 344 Main Street, Suite M, Longmont, CO 80501. 08CW62 The Mary Katherine Peachey Trust and The Mary Katherine Peachey and Robert G. Peachey, Jr., Trust, c/o Greg Palmer, Palmer Company, LLC, 571 West Prestwick Way, Castle Rock, CO 80104. [Telephone: 720-210-8622] Robert E. Schween, P.C., Robert E. Schween, No. 12923, 3600 South Yosemite Street, Suite 500, Denver, CO 80237. Telephone: 303-779-0200. APPLICATION FOR UNDERGROUND NONTRIBUTARY AND NOT NONTRIBUTARY GROUND WATER FROM THE LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS, in DOUGLAS COUNTY. 2. Well Permits: Well permit applications for the wells to be constructed pursuant to this application and subsequent decree will be applied for at such time as Applicant is prepared to construct such wells pursuant to the terms of the decree to be entered in this matter. 3. Names, Description, and Estimated Depths of Wells: A. The wells which will withdraw ground water from each aquifer underlying the land described in paragraph 11 below will be located on Applicant's property, consisting of 44.59 acres, more or less, in Sections 21 and 22, Township 8 South, Range 67 West of the 6th P.M., in Douglas County, Colorado. See Exhibit A, General Location Map, Exhibit B, Site Location Map, and Exhibit C, Property Legal Description, attached hereto. Applicant requests the right to construct such wells anywhere on the described property to recover the entire allowable annual amounts from each aquifer. B. The estimated depths to the base of the aquifers at the location of Applicant's property are as described in the Denver Basin Rules, 2 CCR 402-6. Actual well completion depths will comply with the well permit, but may vary slightly from the permitted depth depending on the topography at any particular location. 4. Source of Water Rights: A. Not-Nontributary Ground Water. The ground water contained in the Lower Dawson and Denver aquifers at this location is not-nontributary ground water as defined at § 37-90-103 (10.7), C.R.S. Applicant may not obtain a well permit and withdraw such not-nontributary ground water until an augmentation plan is judicially approved for the replacement of injurious stream depletions caused thereby. See § 37-90-137(9), C.R.S. No such plan is sought by this application. B. Nontributary Ground Water. The ground water contained in the Arapahoe and Laramie-Fox Hills aquifers at this location is nontributary ground water as defined at § 37-90-103 (10.5), C.R.S. Applicant may obtain a well permit, withdraw, and fully consume such nontributary ground water, except that Applicant must relinquish two-percent (2%) of such ground water withdrawn to the stream system. Such relinquishment may be by any means selected by the Applicant. 5. Background: Applicant files this application for water rights pursuant to § 37-92-203, C.R.S., as a water matter concerning nontributary and not-nontributary ground water. Applicant is the owner of the overlying land as described herein (“Applicant’s Property”). 6. Date of Initiation of Appropriation: Not Applicable. 7. Right to Ground Water Claimed Herein: A. Applicant seeks a decree for all ground water determined to be available from the named aquifers underlying the four tracts of land shown on Exhibits A and B and described at Exhibit C based upon a statutory aquifer life of 100 years. B. Applicant asserts that withdrawal in the average annual amounts determined to be available from the named aquifers can be made pursuant to § 37-90-137(4) and (9), C.R.S., without causing material injury to the vested rights of others. A separate Court-approved plan for augmentation must be obtained before any such not-nontributary ground water adjudicated herein may be produced. 8. Estimated Amounts and Rates of Withdrawal: A. Estimated Average Annual Amounts Available: The estimated average annual amounts of withdrawal available from the named aquifers underlying Applicant’s Property are based upon interpretations of information contained in the Denver Basin Rules, 2 C.C.R. 402-6. Aquifer Acres Sat. Thickness Sp. Yield Avg. Ann. Amt. Lower Dawson 44.59 100 Feet 20 % 8.9 AF Denver 44.59 325 Feet 17 % 24.6 AF

Arapahoe 44.59 280 Feet 17 % 21.2 AF Laramie-Fox Hills 44.59 150 Feet 15 % 10.0 AF B. Final Amounts. The final average annual amounts available from each aquifer will depend upon the actual hydrogeology and the legal entitlement of Applicant to all ground water in the subject aquifers underlying Applicant’s Property. C. Average Pumping Rates: The average pumping rates for wells to be completed into the three named aquifers are expected to vary from 15 to about 350 gpm. Applicant requests that the pumping rates for each well may be as great as necessary to withdraw the full annual allocation of water from each named aquifer. 9. Well Fields: Subject to obtaining an adequate Court approved augmentation plan for withdrawal of not-nontributary ground water, Applicant has the right to withdraw all of the legally available ground water in the Lower Dawson, Denver, Arapahoe, and Laramie-Fox Hills aquifers underlying the property described in paragraph 11 below, through any well(s) initially permitted in each aquifer and any additional well(s) which may become part of the Applicant's well field. Applicant requests that the initial well(s) permitted, along with any additional well(s) completed into the same aquifer, shall be treated as a well field. As additional wells are constructed, well permit applications will be filed in accordance with § 37-90-137(10), C.R.S. 10. Proposed Uses: Applicant requests the right to use all ground water subject to this application. Such water is to be used, reused, successively used and, after use, leased, sold or otherwise disposed of for the following beneficial purposes: domestic, industrial, agricultural, commercial, irrigation, stock watering, storage, recreational, fish and wildlife propagation, fire protection, and any other beneficial purposes, to be used on or off the land described in Paragraph 11. If conveyed to a municipality or quasi-municipal water supply entity, such water may be used for all municipal purposes. B. Such water will be produced for immediate application to said uses, for storage and subsequent application to said uses, for exchange purposes, for replacement of stream depletions resulting from the use of water from other sources, and for augmentation purposes. 11. Description of the Land Overlying Subject Ground Water: The property overlying the ground water claimed herein consists of four tracts of land with a total acreage of 44.59 acres, more or less, located in Douglas County, and generally described as follows: Lot 57, Twin Oaks, and Lots 58, 59, and 60, Twin Oaks Amended, located in the W1/2 of Section 22 and the SE1/4 of Section 21, Township 8 South, Range 67 West of the 6th P.M., in Douglas County. See General Location Map, Exhibit A, Site Location Map, Exhibit B, and Property Legal Description, Exhibit C. 12. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to §§ 37-92-302(2) and 37-90-137(6), C.R.S. 13. Name of Owner of the Land on Which Structures are Located: The owner of the overlying land area described herein, is the Applicant, Peachey Trusts. 14. Additional Remarks: A. Applicant requests the Court enter a decree granting: (1) A quantification and adjudication of the ground water rights in the aquifers named herein to which Applicant is entitled to develop and use; (2) The right to adjudicate an augmentation plan for use of such not-nontributary ground water herein at a later date under a separate caption and case number; (3) The right to withdraw more than the average annual amount estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7; and (4) The right to revise the above estimate of the average annual amounts available for withdrawal upward or downward, based on better or revised data, without the necessity of amending this application or republishing same. B. In compliance with House Bill 93-1060 (§ 37-92-302(2)(b), C.R.S.), Applicant certifies that at the time of this application, no person or entity holds a lien or mortgage on, or deed of trust to, the overlying land recorded in the county in which the overlying land is located. WHEREFORE, Applicant Peachey Trusts request a ruling and decree granting the application herein and awarding the ground water rights claimed herein as final water rights, except as to those issues for which jurisdiction of the Court will be specifically retained, so that the State Engineer may issue well permits for such well(s) as Applicant requests under this ruling and decree, subject to the limitations

described therein. FURTHER, Applicant requests this Court grant such other relief as it deems proper in the premises. 08CW63 APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND FOR A CHANGE OF WATER RIGHTS IN WELD AND LARIMER COUNTIES. 1. Name, Address, and Telephone Number of Applicant: Beebe Draw Gun Club, c/o Harold Evans, 1821 Frontier Road, Greeley, CO 80634, (970) 330-1828, Copies of all pleadings to: Stephen C. Larson, Catherine M. Grainger, Johnson & Repucci LLP, 2521 Broadway, Suite A, Boulder, Colorado 80304, 1. Overview: Applicant, Beebe Draw Gun Club (the “Gun Club”), is a private hunting club that was established in the 1920’s on property that is located approximately one and one-half miles north of Milton Reservoir, in Weld County. Exhibit A, attached hereto, is a general location map that shows the location of the Gun Club. Four lakes (Gun Club Lake Nos. 1, 2, 3, and 4) are located on the property which are used primarily for duck hunting purposes. The property is located generally in Section 34, Township 4 North, Range 65 West, of the 6th P.M. and in Section 3, Township 3 North, Range 65 West of the 6th P.M., in Weld County, Colorado (the “Property”). In 2006, the Gun Club obtained absolute storage water rights for these four lakes in Case No. 04CW219. In 2007 the Gun Club purchased the Murata Farm near Greeley, with associated water rights to be used as an augmentation supply for evaporation occurring to the four lakes. Exhibit A also shows the location of the Murata Farm. The Murata Farm water rights purchased by the Gun Club included ten New Cache la Poudre Irrigating Company shares and ten Cache la Poudre Reservoir Company shares. Applicant is now seeking approval of a plan for augmentation and a change of the water rights represented by these shares, to provide for replacement of out-of-priority evaporative losses from the four lakes. I. PLAN FOR AUGMENTATION. The requested plan for augmentation seeks to replace out-of-priority evaporative losses to the four (4) lakes decreed in Case No. 04CW219. 1. Names and Descriptions of Structures to be Augmented: A. Names of Structures: (i) Gun Club Lake No. 1, (ii) Gun Club Lake No. 2, (iii) Gun Club Lake No. 3, (iv) Gun Club Lake No. 4 B. Legal Descriptions: (a) Gun Club Lake No. 1 is located in the SE1/4 of the SE1/4 of Section 34, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado at a point approximately 1,200 feet North of the South line and 600 feet West of the East line of said Section 34. (b) Gun Club Lake No. 2 is located in the SE1/4 of the SE1/4 of Section 34, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado at a point approximately 1,250 feet North of the South line and 50 feet West of the East line of said Section 34. (c) Gun Club Lake No. 3 is located in the NE1/4 of the SE1/4 of Section 34, Township 4 North, Range 65 West of the 6th P.M., Weld County, Colorado at a point approximately 1,400 feet North of the South line and 700 feet West of the East line of said Section 34. (d) Gun Club Lake No. 4 is located in the NW1/4 of the NE1/4 of Section 3, Township 3 North, Range 65 West of the 6th P.M., Weld County, Colorado at a point approximately 50 feet South of the North line and 2,300 feet West of the East line of said Section 3. C. Surface Areas and Decreed Storage Volumes: Table 1 provides the lake areas, decreed storage volume, and decreed dead storage volume for each lake. Table 1 Lake Surface Area and Storage VolumeLake Surface Area

When Full (ac) Decreed Storage Volume (af)

Dead Storage (af)

Gun Club Lake 1 38.48 111.5 23.5 Gun Club Lake 2 9.25 24.0 12.5 Gun Club Lake 3 17.35 17.35 0 Gun Club Lake 4 8.7 14.33 0

2. Water Rights to be Used for Augmentation: Applicant’s augmentation water consists of fully consumable consumptive use credits associated with Applicant’s ownership of ten (10) shares of the New Cache la Poudre Irrigating Company (“New Cache”) and ten (10) shares of the Cache la Poudre Reservoir Company (“Reservoir Company”). Applicant is requesting a change in use of these shares herein (See Section II). Pursuant to Applicant’s engineering analysis, total historical consumptive use associated with the ten New Cache shares is 83.0 acre-feet per year and total historical consumptive use associated with the ten Reservoir Company shares is 20.1 acre-feet per year. Accordingly, Applicant will have available pursuant to this decree a total of 103.1 acre-feet per year of fully-consumable augmentation water to replace out-of-priority depletions hereunder. Depletions under this plan shall not exceed the amount capable of being augmented in time, place and amount by the supplies described above. 3. Projected Demands and Depletions: Lake filling and net evaporation accounts for all project demands. Project releases are releases from lake storage. Project depletions equal project demands minus project releases. Project depletions are estimated to be approximately 43 acre-feet per year. As referenced in the Gun Club’s decree in Case No. 04CW219, Lakes 1, 2, and 3 were naturally occurring. The historical surface area for the natural lake level of Gun Club Lakes 1, 2 and 3 were as follows: for Gun Club Lake 1, 16.4 acres; for Gun Club Lake 2, 2.4 acres; and for Gun Club Lake 3, 3.0 acres. Applicant is not responsible for replacement of evaporation from the natural lake levels. Therefore, in calculating Applicant’s net evaporative losses, the historical natural lake surface areas for Gun Club Lakes 1, 2 and 3 have been subtracted from the existing surface areas of the lakes. In calculating net evaporation, a phreatophyte credit is also included for Gun Club Lakes 1 and 2. The phreatophyte credit is based on the Division Engineer’s 1920s and 1930s “wetland book,” which delineates historical Division 1 wetland areas, including Gun Club Lakes 1 and 2. The phreatophyte credit for Lakes 1 and 2 is based upon their historic areas and a phreatophyte consumptive use analysis. 4. Operation of Plan for Augmentation: Applicant will augment its out-of-priority evaporative losses by delivery of New Cache and Reservoir consumptive use credits to the South Platte River via Crow Creek. The point of delivery of the augmentation water is at the confluence of Crow Creek and the South Platte River, located in Section 24, Township 5 North, Range 64 West of the 6th P.M., approximately 981 feet from the east section line and 2,037 feet from the north section line of Section 24. Applicant will install measuring devices and implement such accounting procedures as may be reasonably required by the State or Division Engineer to ensure that project depletions are fully replaced in amount, timing and location under this plan. Applicant shall submit accounting information to the Division Engineer on an annual basis, or such other basis as may be required by the State or Division Engineer. 5. Names of Owners of Land Upon Which Structures Are Located. Applicant (see paragraph 1), New Cache la Poudre Irrigation Company, ATTN: Don Magnuson, 33040 Railroad Ave., P.O. Box 104, Lucerne, CO 80646, (970)352-0222 II. APPLICATION FOR A CHANGE OF WATER RIGHTS. 6. Description from Previous New Cache Decree. A. Decrees. The New Cache water rights were decreed on April 11, 1882 in Case No. 320 by the Larimer County District Court, and on June 13, 1977 in Case No. W-8059-75 by the District Court, Water Division No. 1. B. Point of Diversion. The New Cache Canal is decreed to divert within the SW 1/4, SE 1/4, NE 1/4 in Section 11, Township 6 North, Range 68 West, of the 6th P.M., Larimer County, Colorado. The diversion point is depicted in Exhibit B. C. Source. Cache La Poudre River D. Appropriation Dates & Amounts: The New Cache Canal was decreed for five priorities: (1) October 25, 1870 for 110.00 c.f.s. (2) September 15, 1871 for 170.00 c.f.s. (3) November 10, 1874 for 184.00 c.f.s. (4) September 15, 1877 for 121.00 c.f.s. (5) May 27, 1974 for 65.00 c.f.s. E. Historic Use: The subject water rights have historically been used for irrigation of approximately 166 acres on the Murata Farm depicted on Exhibit A. A summary of the headgate deliveries for the New Cache shares involved in this application are attached to the Application as Exhibit C. 7. Description from Previous Reservoir Company Decree. A. Decrees. The Reservoir Company water rights were decreed as follows: (1) Case No. 1260, Larimer County District Court, State of Colorado, March 23, 1901. (2) Case

No. 1591, Larimer County District Court, Water District 3, Water Division No. 1, State of Colorado, December 9, 1904, and revised on October 28, 1909. (3) Case No. 2031, Larimer County District Court, Water District 3, Water Division No. 1, State of Colorado, April 22, 1922. (4) Case No. 11217, Larimer County District Court, Water District 3, Water Division No. 1, State of Colorado, September 10, 1953. (5) Case No. W-1103, District Court, Water Division No. 1, dated March 21, 1972, nunc pro tunc June, 8, 1971. (6) Case No. 80CW415, District Court, Water Division No. 1, September 3, 1982. B. Point of Diversion. The Cache La Poudre Reservoir is decreed to divert as follows: Decreed point of diversion: The inlet ditch headgate for the Cache La Poudre Reservoir is located on the northeast bank of the Cache la Poudre River in the NE 1/4, Section 18, T7N, R68W of the 6th P.M., Larimer County, State of Colorado, at a point 1,618 feet South and 35 feet East of the quarter corner between Sections 7 and 18, same Township and Range. The Cache la Poudre Reservoir is in portions of Sections 23, 24, 25 and 26 in T7N, R68W of the 6th P.M., Larimer County, State of Colorado. Case No. W-1103 adjudicates points of diversion for seepage and wastewater inflow into the Cache La Poudre Reservoir from the “West Drainage,” “Middle Drainage” and “East Drainage.” The decreed point of diversion for the West Drainage is a point 2,030 feet North and 1,400 feet East of the SW corner of Section 24, T7N, R68W of the 6th P.M. The “Middle Drainage” point of diversion is a point 1,350 feet North and 3,290 feet East of said SW corner. The decreed point of diversion for the “East Drainage” is 1,340 feet South and 60 feet West of the NE corner of Section 25, same Township and Range. Case No. 80CW415 decrees two additional points of diversion for the Cache la Poudre Reservoir: First Diversion—located in the NE 1/4 of Section 25, T7N, R68W; Second Diversion—located in the SW 1/4 of Section 36, T7N, R68W, both west of the 6th P.M. These diversion points are depicted in Exhibit B. C. Sources. Cache la Poudre River and its tributaries, Dry Creek, Ames Slough, Cooper Slough and Box Elder Creek. The source of supply for the West Drainage, Middle Drainage and East Drainage is waste, seepage and runoff and surface waters arising in Sections 6, 7, 8, 17, 18, 19 and 30, in T7N, R67W, and Sections 1, 2, 11, 12, 13, 14 and 24, T7N, R68W all west of the 6th P.M. Case No. 80CW415 decrees the diversion of runoff from natural precipitation, seepage water and irrigation water. First Diversion—Sections 19 and 30, T7N, R67W, and Sections 24, 25 T7N, R68W; Second Diversion—Sections 22, 23, 26, 27 and 35, T7N, R68W, all west of the 6th P.M. D. Appropriation Dates and Amounts. The Cache la Poudre Reservoir was decreed for the following priorities: (1) April 15, 1867 for 0 acre feet (60 c.f.s.) (2) March 17, 1892 for 8,379 acre feet (3) December 1, 1902 for 1,740 acre feet (4) December 31, 1923 for 5,948 acre feet (5) December 31, 1923 for 4,171 acre feet (6) March 17, 1892: West Drainage for 110 c.f.s., Middle Drainage for 50 c.f.s., East Drainage for 90 c.f.s. (7) March 17, 1892, First Diversion for 15 c.f.s. (8) July 31, 1892, Second Diversion for 10 c.f.s. E. Historic Use: The subject water rights have historically been used for irrigation of approximately 166 acres on the Murata Farm depicted on Exhibit A. A summary of the headgate deliveries for Reservoir Company shares involved in this application is attached hereto as Exhibit D. 8. Proposed Change. A. Change of Uses: Applicant seeks to change the use of the New Cache and the Reservoir Company shares, from irrigation (on a direct flow basis as to the New Cache shares, and from irrigation after storage as to the Reservoir Company shares), to irrigation, fire protection, wetlands creation and maintenance, storage, augmentation/replacement and exchange, recreational, piscatorial, fish and wildlife habitat, and aesthetic uses. These uses may occur on a direct flow basis and/or following storage. Because this change in use results in fully consumable credits based upon the historical consumptive use associated with the subject shares, Applicant claims the right to recapture and reuse and make successive use until extinction of the return flows from use of the changed shares. B. Place of Use: The changed shares may be used on the Gun Club Property depicted on Exhibit A, and to replace out-of-priority depletions arising on such Property. 9. Quantification of Historical Consumptive Use. The Gun Club acquired the New Cache and Reservoir Company shares for use as augmentation water in this case. These water rights were historically used on the Murata Farm, also acquired by the Gun Club. The

location of the Murata Farm is shown on Exhibit A. The Murata Farm was historically irrigated with ten New Cache ditch shares, ten Cache la Poudre Reservoir shares, three Windsor Reservoir shares and two Fossil Creek Reservoir shares. Only the New Cache and Reservoir Company shares are included in this change of water rights. A Modified Blaney-Criddle analysis was performed to determine the historic consumptive use for the entire farm, which was then apportioned to the New Cache and Reservoir Company shares. The historic consumptive use analysis resulted in 8.3 af/share for the New Cache shares and 2.0 af/share for the ten Reservoir Company shares. Total consumptive use for the ten New Cache shares was determined to be 83.0 af/yr and total consumptive use for the Reservoir Company shares was determined to be 20.1 af/yr. The total transferable consumptive use for the New Cache and Reservoir Company shares is therefore 103.1 af/yr. Applicant will provide for both irrigation season and non-irrigation season return flows, and propose other terms and conditions as needed, in order to protect vested water rights from injury. 10. Names of Owners of Land Upon Which Structures Are Located. Applicant (see paragraph 1) New Cache la Poudre Irrigation Company, ATTN: Don Magnuson, 33040 Railroad Ave., P.O. Box 104, Lucerne, CO 80646, (970)352-0222. WHEREFORE, Applicant requests that this Court enter a judgment and decree as follows: A. Finding that, as a result of Applicant’s plan for augmentation and change of water rights, there will be no injury to any owner of, or person entitled to use water under, a vested water right or a decreed conditional water right; B. Approving the plan for augmentation described in Section I above; C. Granting the change of water rights described in Section II above. 08CW64 Jerome S. Oldham, P. O. Box 2499, Evergreen, Colorado 80437, North Fork Associates, LLC and Mountain Mutual Reservoir Company, 2525 South Wadsworth Blvd., Suite 306, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHTS, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHTS: 1. Names of Wells and Permit, Registration or Denial Numbers: Oldham Well Nos. 1 and 2. 2. Legal Description of the Wells: Pursuant to Policy Memo No. 99-1 of the State Engineer, Jerome S. Oldham requests conditional underground water rights for the Oldham Well Nos. 1and 2. The exact locations of the wells have not yet been determined. However, the wells can generally be described as being in the NE 1/4 NE 1/4 of Section 11, Township 5 South, Range 71 West, 6th P.M., Jefferson County. 3.A. Source of Water: Ground water that is tributary to Myers Gulch, Bear Creek and the South Platte River. 3.B. Depth of Wells: 1,000 feet, approximate. 4.A. Date of Appropriation: March 31, 2008. 4.B. How Appropriation was Initiated: Survey of the property and the filing of this Application. 4.C. Dates Water Applied to Beneficial Use: N/A. 5. Amounts Claimed: 15 gallons per minute, Conditional, for each well. 6. Uses: Ordinary household purposes inside a single family dwelling, irrigation and fire protection purposes. 7. Name and Address of Owner of Land on which the Wells will be Located: Jerome S. Oldham, as described above. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Names of Structures to be Augmented: Oldham Well Nos. 1 and 2. 2. Water Rights to be Used for Augmentation Purposes. a. Jerome S. Oldham (“Oldham”), has entered into a contract with North Fork Associates, LLC to purchase 3.8 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 3.8 shares represent the right to receive 0.120 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights

decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

April 15, 1868 21 Turkey Creek 10.75 cfs 0.2072 cfs March 16, 1869 23 Bear Creek 7.94 cfs 0.1530 cfs

May 1, 1871 25 Bear Creek 25.54 cfs 0.4923 cfs March 1, 1882 30 Bear Creek 12.87 cfs 0.2481 cfs

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

Appropriation Date

Priority Number Source Amount MMRC Entitlement

Dec. 1, 1861 4 Bear Creek 12.33 cfs 0.1541 cfs April 16, 1862 8 Turkey Creek 2.86 cfs 0.0358 cfs Oct. 31, 1864 14 Bear Creek 25.47 cfs 0.3184 cfs April 1, 1865 16 Bear Creek 11.49 cfs 0.1436 cfs

The headgates of the Warrior Ditch are the same as those of the Harriman Ditch, described above. The Ditch was originally decreed for irrigation purposes. iii. Soda Lakes Reservoir Nos. 1 and 2. 8.71 shares of the 400 shares of capital stock (2.18%), issued and outstanding in the Soda Lakes Reservoir and Mineral Water Company. Said Company owns storage water rights decreed to the Soda Lakes Reservoir Nos. 1 and 2. Pursuant to the Decree entered in Civil Action No. 91471 on September 24, 1935, the Soda Lake Reservoir Nos. 1 and 2 were adjudicated for 1,794 acre feet for irrigation purposes, and 598 acre feet for storage for supplying the City of Denver with water for municipal purposes, including the watering of lawns and gardens. The date of appropriation awarded the structures was February 11, 1893. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Reservoirs are filled through the Harriman Ditch. iv. Meadowview Reservoir. The structure is located in the NE 1/4 SW 1/4 and the NW 1/4 SE 1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County. Meadowview Reservoir was awarded a conditional water right in Case No. 2001CW294, in an amount of water up to 50 acre feet, for augmentation, replacement, exchange and substitution purposes, with the understanding that the amount will be reduced to the difference between 50 acre feet and the volume of water decreed in Case No. 94CW290 for the same purposes. The source is water tributary to North Turkey Creek. Harriman Ditch and Warrior Ditch direct flow water and water available to MMRC in the Soda Lakes Reservoirs are also stored in Meadowview Reservoir by exchange pursuant to the appropriative rights of substitution and exchange decreed in Case Nos. 94CW290, 2000CW060 and 2001CW293. c. The overall "firm" yield of consumptive use water available from the MMRC portfolio of Bear Creek/Turkey Creek water rights and storage facilities was quantified in the Decree entered by the District Court for Water Division 1 in Case No. 2001CW293, dated July 16, 2003. The terms

and conditions under which the Bear Creek/Turkey Creek water rights are used for augmentation and replacement purposes are set forth in the Decree in Case No. 2001CW293, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2001CW293 for more detailed information. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. Oldham is the owner of a 25 acre parcel of property located in the NE 1/4 NE 1/4 of Section 11, Township 5 South, Range 71 West, 6th P.M., Jefferson County. The property is depicted on the attached Exhibit "A." Oldham proposes to subdivide the property into two residential lots. b. The water supply for the residences will be obtained from the Oldham Well Nos. 1 and 2. Wastewater from all in-building uses of water will be treated utilizing non-evaporative septic systems with soil absorption leach fields. Return flows will be to Myers Gulch. c. Based on prior engineering studies of similar residential subdivisions, it is assumed that the maximum average occupancy of the single family residences will be 3.5 persons, and that the per capita daily water usage will not exceed 80 gallons as an annual average. The augmentation plan will also cover the irrigation of 2,000 square feet of lawn grass, or equivalent gardens. Gross irrigation requirements for lawn grass are anticipated to be no more than 1.25 acre feet of water per irrigated acre. The total volume of water required is projected to be approximately 0.7 of an acre foot per year. d. Depletions associated with water that is used inside the residences will be based on a ten percent (10%) consumption factor. Consumption of lawn grass at this location is 1.0 acre foot per acre. Maximum stream depletions are not anticipated to exceed 0.120 of an acre foot per year. During the months of May through September the projected rate of depletion will be a maximum of 0.0003 of a cubic foot per second. During the remainder of the year the projected rate of depletion will be a maximum of 0.000l of a cubic foot per second. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April through October, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Warrior Ditch and/or Harriman Ditch direct flow water rights. During times when MMRC's direct flow water rights are not in priority and during the months of November through March, inclusive, depletions will primarily be augmented by periodically releasing water from the Soda Lakes Reservoirs. g. Since the point of depletion associated with water use from the subject wells is on a side tributary of Bear Creek and upstream of the Harriman Ditch headgate, Oldham asserts an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of Bear Creek and Turkey Creek at Bear Creek Lake in Section 5, Township 5 South, Range 69 West, 6th P.M., Jefferson County; thence up Bear Creek to its confluence with Myers Gulch located in the SE 1/4 SE 1/4 of Section 35, Township 4 South, Range 71 West, 6th P.M.; thence up Myers Gulch to its confluence with an unnamed tributary located in the NE 1/4 NE 1/4 of Section 2, Township 5 South, Range 71 West, 6th P.M.; and thence up the unnamed tributary of Myers Gulch to the point where depletions from the subject wells impact the unnamed tributary in the NE 1/4 SE 1/4 of Section 2, Township 5 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in the unnamed tributary of Myers Gulch, Myers Gulch, Bear Creek and the South Platte River as the depletions occur. The exchange may also be used to fill an on-site storage container if such a container is ever determined to be needed. The exchange will be administered with a priority date of March 31, 2008, at a maximum flow rate of 0.001 of a cubic foot per second. h. Oldham believes and asserts that the depletions associated with the wells described herein, combined with depletions associated with other augmentation plans filed subsequent to 1994, will result in less than a one percent depletive effect on the instream flow water rights held by the Colorado Water

Conservation Board on Bear Creek that were decreed in Case Nos. 94CW259 and 94CW260. 4. Name and Address of Owner of Land on which New Structures will be Located: Oldham, as above described. WHEREFORE, Oldham requests the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. Oldham also requests a determination that the wells described herein can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. Oldham further requests the entry of an Order directing the State Engineer to issue permits for the subject wells. (7 pages and one exhibit). 08CW65 APPLICATION FOR CHANGE OF WATER RIGHTS IN WELD COUNTY. 1. Name, Address, and Telephone Number of Applicants: Great Western Development Company, Inc., 252 Clayton Street, Fourth Floor, Denver, Colorado 80206, (303) 393-8636. Copies of all pleadings to: Richard A. Johnson, Stephen C. Larson, Leah K. Martinsson, Johnson & Repucci LLP, 2521 Broadway, Suite A, Boulder, Colorado 80304. Trollco, Inc., 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550, (970) 686-5828. Copies of all pleadings to: Jeffrey J. Kahn, Scott E. Holwick, Bernard, Lyons, Gaddis & Kahn, P.C., P.O. Box 978, Longmont, CO 80502-0978 2. Overview: Great Western Development Company, Inc. (“Great Western”) and Trollco Inc., (“Trollco”) (collectively, “Applicants”) own separate shares in the Whitney Irrigating Ditch Company (the “Company”). There are a total of three-hundred twenty (320) shares in the Company. Great Western owns or controls one-hundred eleven (111) Company shares (the “Great Western Shares.”) Trollco owns or controls fifty-six (56) Company shares, forty (40) shares of which were previously changed by Decree of this Court in Case No. 02CW390, and sixteen (16) shares of which are sought to be changed in this Application. The sixteen (16) unchanged Company shares owned by Trollco are referred to as the “Trollco Shares.” In this Application, Great Western and Trollco seek approval of a change of use of the Great Western Shares and the Trollco Shares, a quantification of the historical consumptive use of the shares, and a change in type of use and place of use. In cooperation with the Company, Applicants are basing this change of water rights upon a ditch-wide consumptive use analysis. As such, it is anticipated that the decree in this case will be the basis of future change cases involving Company shares. 3. Description from Previous Decrees. A. Decree. The water rights decreed for the Whitney Irrigating Ditch (the “Whitney Ditch”) were decreed on April 11, 1882 in Case No. 320 by the Larimer County District Court. B. Point of Diversion. The Whitney Ditch is decreed to divert on the North side of the Cache La Poudre River in Section 19, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. See Exhibit A. C. Source. Cache La Poudre River D. Appropriation Dates & Amounts: The Whitney Ditch was decreed for two priorities: (1) September 1, 1862 for 48.23 c.f.s. (2) September 10, 1871 for 12.95 c.f.s. E. Historic Use: Irrigation. A map showing the approximate location of the historic use of the shares sought to be changed is attached to the Application. See Exhibit A. A summary of diversion records for the Whitney Ditch are attached to the Application as Exhibit B. F. Remarks: To date, this Court has decreed two prior change cases for shares in the Company, each on a parcel-specific basis (Case Nos. 02CW390 and 02CW331). In those cases, the historical consumptive use per share was determined to be 14.4 acre-feet (based on 40 shares) and 16.3 acre-feet (based on 8 shares), respectively. 4. Proposed Change. A. Change of Uses: Applicants seek to change the use of the Great Western Shares and the Trollco Shares, from irrigation on a direct flow basis, to irrigation, fire protection, wetlands creation and maintenance, storage, augmentation/replacement and exchange, municipal, domestic, commercial (including snowmaking), industrial (including process water), power generation, recreational, piscatorial, fire protection, construction and dust suppression, fish and wildlife habitat, and aesthetic uses. These beneficial uses may occur on a direct flow basis and/or following storage. Because this change in use results in fully consumable credits based upon the historical consumptive use

associated with the subject shares, Applicants claim the right to recapture and reuse to extinction the return flows from use of the fully consumable credits sought in this Application. B. Places of Storage: (1) As to the Great Western Shares, storage may occur in the following locations: a. Great Western Reservoir No. 1 will be located in the East 1/2 of Section 35, Township 6 North, Range 67 West, of the 6th P.M., with a capacity of up to 600 acre-feet. b. Great Western Reservoir No. 2 will be located in the East 1/2 of Section 35, Township 6 North, Range 67 West, of the 6th P.M., with a capacity of up to 600 acre-feet. c. Great Western Reservoir No. 3 will be located in the South 1/2 of Section 27, Township 6 North, Range 67 West, of the 6th P.M., with a capacity of up to 600 acre-feet. Great Western Reservoir Nos. 1-3 are also the subject of an application for storage water rights and plan for augmentation filed by Great Western in Case No. 07CW326 (Water Div. 1). (2) As to the Trollco Shares, storage may occur in the following locations:

Reservoir

Legal Description of Location of Reservoir*

Capacity (acre feet)

a. Pelican Lake NW 1/4 of Section 28, T6N 180 b. West Entry Pond NW 1/4 of Section 28, T6N 20 c. East Entry Pond NW 1/4 of Section 28, T6N 20 d. Habitat Lake NW 1/4 & SW 1/4 of Section 28, T6N 315 e. Rockbridge Lake SE 1/4 & NE 1/4 of Section 28, T6N 893 f. Lake Water Valley SW 1/4 of Section 28, NW 1/4 of Section

33, SE 1/4 of Section 29, & NE 1/4 of Section 32, T6N

1300

g. Eagle Lake SE 1/4 & SW 1/4 of Section 28, & NE 1/4 of Section 33, T6N

1115

h. Shadow Lake NW 1/4 of Section 33, T6N 10 i. Grandpa’s Lake SE 1/4 of Section 33, T6N 10 j. Bass Pond SW 1/4 of Section 28, T6N 10 k. Raindance No. 1 Section 31 & S1/2 of Section 30, T6N 3500 l. Raindance No. 2 NW 1/4 & W 1/2 of NE 1/4 of Section 6,

T5N 1500

m. Raindance River NW 1/4 of Section 29, T6N 500 * all of the reservoirs are located in Range 67 West of the 6th P.M., in Weld County C. Places of Use: (1) Place of Use for Great Western Shares. The Great Western Shares may be used on approximately 1,400 acres of land being developed by Great Western and located in Sections 23, 25, 26, 27, 34, 35, and 36, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado, which has been annexed by Great Western into the Town of Windsor, and/or any lands within the current or future boundaries of the Great Western Metropolitan District No. 1 (the “Great Western Property”). (2) Place of Use of Trollco Shares. The Trollco Shares may be used on lands located in Sections 28, 29, 30, 31, 32, 33, & 34, Township 6 North, and Section 6, Township 5 North, Range 67 West of the 6th P.M., that have been included as part of Water Valley Subdivisions, and/or any lands within the current or future boundaries of the Poudre Tech Metropolitan District (the “Trollco Property”). (3) Proposed Plan for Operation. (i) Great Western Shares. Great Western changed shares shall be stored in the Great Western Reservoir Nos. 1-3 identified above and used to augment depletions in accordance with Great Western’s augmentation plan in Case No. 07CW326, or used directly for irrigation and the other uses described herein, for the development on Great Western’s Property. (ii) Trollco’s Shares. Trollco’s changed shares shall be stored in Trollco’s reservoirs identified above and used directly for irrigation, and the other uses described herein, for the development on Trollco’s Property. 5. Quantification of Historical Consumptive Use. In cooperation with the Ditch Company, Applicants are conducting a ditch-wide historical use analysis of the consumptive use of the 320

shares used under the Whitney Ditch. This consumptive use of the Applicant’s shares and all remaining unchanged shares in the Whitney Ditch, representing 272 shares, will be reduced by the amounts previously changed by this court. This analysis will determine the historic depletions and return flows to the Poudre River and provide a quantification of the historical consumptive use per share for those 272 shares. The Applicants and the Company intend that the findings in this case regarding the historical consumptive use of water under the Whitney Ditch shall be accorded res judicata effect in subsequent changes of Whitney Ditch shares. See In re: Midway Ranches Property Owners Ass’n, 338 P.2d 515, 526 (Colo. 1997). Prior water court decrees changing shares in the Whitney Ditch based upon parcel-specific methodology have determined that the historical consumptive use per share was 14.4 ac-ft/yr and 16.3 ac-ft/yr. Applicants will provide for both irrigation season and non-irrigation season return flows, and propose other terms and conditions as needed, in order to protect vested water rights from injury. 6. Names of Owner of Land Upon Which Structures Are Located. Applicants (see paragraph 1) Big Dog Development, LLC, 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550, (970) 686-5828. The Whitney Irrigating Ditch Company, c/o Harold Long, 11492 Weld County Road 64 3/4, Windsor, CO 80550. WHEREFORE, Applicants request that this Court enter a judgment and decree which grants the change of use requested herein, and that the Court find that as a result of this change under the terms and conditions to be imposed herein, there will be no injury to any owner of, or persons entitled to use water under, a vested water right or a decreed conditional water right. 08CW66 GREAT ROCK NORTH WATER AND SANITATION DISTRICT, 141 Union Blvd., Suite 150, Lakewood, CO 80228, through their attorneys: Petrock & Fendel, P.C., Matthew S. Poznanovic, Atty. Reg. #29990, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION, IN ADAMS COUNTY. 2. Names and locations of structures to be augmented: The source of the wells is Box Elder Creek, tributary to the South Platte River, and each well will divert at a rate of flow not to exceed 300 gpm. The location of the wells are shown on Attachment A hereto. A. Well No. 1: Located in the NW1/4SE1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 1600 feet from the south and 2540 feet from the east section line of said Section 1. B. Well No. 2: Located in the SW1/4NE1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 2500 feet from the north and 2000 feet from the east section line of said Section 1. C. Well No. 3: Located in the SW1/4SE1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 800 feet from the south and 1800 feet from the east section line of said Section 1. D.Well No. 4: Located in the NE1/4SW1/4 of Section 1, T1S, R65W of the 6th P.M. at a point approximately 1350 feet from the south and 2000 feet from the west section line of said Section 1. E. Well No. 5: Located in the SE1/4NE1/4 of Section 2, T1S, R65W of the 6th P.M. at a point approximately 2150 feet from the north and 750 feet from the east section line of said Section 1. 3. Water rights to be used for augmentation: Return flows from use of water through the wells described above, and return flows and direct discharge of water rights described below which are used by Applicant within its boundaries. The location of the land associated with the decrees is generally located in Sections 1, 2, and 3, T1S, R65W, as shown on Attachment A. A.Decreed in Case No. 94CW142, District Court, Water Division 1, associated with 320 acres located in the S1/2 of Section 3, T1S, R65W of the 6th P.M. The water in this case may be withdrawn in combination with the same type of water decreed in Case No. 99CW40. Aquifer Annual Amount Lower Arapahoe 54.4 acre-feet (NT) Laramie-Fox Hills 68.2 acre-feet (NT) B. Decreed in Case No. 98CW266, District Court, Water Division 1, associated with 320 acres located in the S1/2 of Section 3, T1S, R65W of the 6th P.M. An augmentation plan was also

decreed in this case to use the not nontributary Upper Arapahoe aquifer groundwater (4% replacement requirement). The water in this case may be withdrawn in combination with the same type of water decreed in Case No. 99CW40. Aquifer Annual Amount Upper Arapahoe 19.04 acre-feet (NNT) C. Decreed in Case No. 99CW040, District Court, Water Division 1, associated with 185 acres located in the W1/2 of Section 2, T1S, R65W of the 6th P.M. An augmentation plan was also decreed in this case to use the not nontributary Upper Arapahoe aquifer groundwater (4% replacement requirement). The water in this case may be withdrawn in combination with the same type of water decreed in Case No. 94CW142 and 98CW266. Aquifer Annual Amount Upper Arapahoe 9.75 acre-feet (NNT) Lower Arapahoe 31.1 acre-feet (NT) Laramie-Fox Hills 35.8 acre-feet (NT) D. Decreed in Case No. 00CW200, District Court, Water Division 1, associated with 519.4 acres located in Section 1, T1S, R65W of the 6th P.M. An augmentation plan was also decreed in this case to use the not nontributary Upper Arapahoe aquifer groundwater (Part actual and part 4% replacement requirement). Aquifer Annual Amount Upper Arapahoe 30.9 acre-feet (NNT) Lower Arapahoe 97.1 acre-feet (NT) Laramie-Fox Hills 105.2 acre-feet (NT) E. Decreed in Case No. 04CW17, District Court, Water Division 1, associated with 120.5 acres located in the SW1/4 of Section 2, T1S, R65W of the 6th P.M. An application for approval of an augmentation plan to use the not nontributary Upper Arapahoe aquifer groundwater (4% replacement requirement) is pending in Case No. 08CW43. Aquifer Annual Amount Upper Arapahoe 9.2 acre-feet (NNT) Lower Arapahoe 21.5 acre-feet (NT) Laramie-Fox Hills 23.5 acre-feet (NT) F. Pending in Case No. 07CW170, District Court, Water Division 1, associated with 35.6 acres located in the NE1/4 of Section 3, T1S, R65W of the 6th P.M. An application for approval of an augmentation plan to use the not nontributary Upper Arapahoe aquifer groundwater (4% replacement requirement) is pending in Case No. 08CW43. Aquifer Annual Amount Upper Arapahoe 1.5 acre-feet (NNT) Lower Arapahoe 5.7 acre-feet (NT) Laramie-Fox Hills 7.5 acre-feet (NT) All of the nontributary Laramie-Fox Hills water is decreed or will be decreed for augmentation purposes. Applicant has constructed Laramie-Fox Hills aquifer wells and has the ability to withdraw and provide the augmentation water pursuant to the augmentation plan requested herein. The return flows associated with use of the Upper Arapahoe aquifer groundwater which is not required to replace 4% of the annual amount withdrawn will be claimed as credit as an augmentation source. 4. Description of plan for augmentation: Under the plan for augmentation requested herein, water from the five wells described above will divert water for use in up to 322 residences to be located within the boundaries of the Great Rock North Water and Sanitation District, in Sections 2 and 3, T1S, R65W, on the land shown on Attachment B as Rocking Horse Farms, Hayesmount Estates, Greatrock North, Homestead Heights, and Ridgeview Estates. The water will be diverted year round for inhouse use, and during the irrigation season for irrigation use. It is estimated that inhouse demand will be 0.2 acre-feet and irrigation demand will be 0.3

acre-feet per year per residence. Total demand for inhouse use in 322 residences will be approximately 64.4 acre-feet per year, and total demand for irrigation use will be approximately 96.6 acre-feet per year (Total demand of 161 acre-feet per year). Each residence will be served by a nonevaporative septic system and approximately 90% of the water used for inhouse use or approximately 58 acre-feet per year will be returned to the stream system. Approximately 15% of the water used for irrigation or approximately 14.5 acre-feet per year will also return to the stream system. The total consumptive use associated with inhouse and irrigation use is approximately 88.5 acre-feet per year. Water treatment for the water withdrawn through the five wells prior to inhouse and irrigation use will consume approximately 33% of the annual amount of water diverted. Therefore, Applicant requests the right to divert a total of 214.1 acre-feet per year of which approximately 53.1 acre-feet will be consumed by treatment and 88.5 acre-feet will be consumed by the inhouse and irrigation use, for a total consumptive use of 141.7 acre-feet per year. To allow year round and uninterrupted diversions from the wells, Applicant will replace the total amount of consumptive use by the following: A. Direct discharge to Box Elder Creek of nontributary Laramie-Fox Hills aquifer groundwater described above. B. Claiming credit for return flows associated with use of Upper Arapahoe aquifer groundwater not required for replacement of depletions in augmentation plans decreed in Case Nos. 98CW266, 99CW40, and 00CW200, and as pending in Case No. 08CW43, described above (96% of amounts withdrawn and used). Timing of replacements will be determined by the Division Engineer. Applicant reserves the right to revise the values referenced above, including the number of residences to be served and the amount of irrigation use based on final planning and engineering factors, without the need for revising or republishing this application. 6. Name of owner of land on which wells will be located: A.Wells 1, 2 and 3: Meadow Homes Development Corporation, 1700 W. 100th Ave, Suite 203, Denver, CO 80260. B. Well 4: Henrylyn Irrigation District, 617 Birch, Hudson, CO 80642. C. Well 5: Marvin D. and Diane E. Kremer30101 E. 152nd Ave., Brighton, CO 80603. 08CW67 CHEROKEE RANCH AND CASTLE FOUNDATION, 6113 North Daniels Park Road, Sedalia, CO 80135-8716, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NOT NONTRIBUTARY LOWER DAWSON AQUIFER, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells. 3. Legal Description of Wells and Subject Property: The wells which will withdraw groundwater from the not nontributary Lower Dawson will be located at any location on approximately 480 acres of land being the W1/2E1/2 and W1/2 of Section 7, T7S, R67W of the 6th P.M., as shown on Attachment A hereto ("Subject Property"). 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson aquifer is not nontributary as described in 37-90-103(10.7) and 37-90-137(9)(c), C.R.S. 5. Estimated Amounts and Rates of Withdrawal: The wells will withdraw the groundwater at rates of flow necessary to withdraw the entire decreed amounts. Applicants waive any 600 foot spacing rule as described in Section 37-90-137(2), C.R.S. for wells located on the Subject Property. The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicant estimates that based on an average saturated thickness of 61 feet, there is approximately 58 acre-feet per year of Lower Dawson aquifer groundwater available. Applicant will vacate or reduce the rate of flow of Well Permit No. 19772-S as decreed in Case No. W-6007, so that the Lower Dawson aquifer water underlying the Subject Property can be decreed. Applicant is the owner and user of Well Permit No. 19772-S. 6. Well Field: Applicant requests that this Court determine that they have the right to

withdraw all of the legally available groundwater lying below the Subject Property, through wells which may be located anywhere on the Subject Property, and any additional wells which may be completed in the future as Applicant's well field. As additional wells are constructed, applications will be filed in accordance with 37-90-137(10), C.R.S. 7. Proposed Use: Applicants will use, reuse, and successively use the water for domestic, commercial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to 37-92-302(2), and 37-90-137(6), C.R.S. 9. Description of plan for augmentation: A. Groundwater to be augmented: Approximately 24 acre-feet per year of Lower Dawson aquifer groundwater as requested herein as described in paragraph 5 above. B. Water rights to be used for augmentation: Return flows from the use of not nontributary Lower Dawson aquifer groundwater and return flows or direct discharge of nontributary Arapahoe aquifer ground water as owned by Applicant as decreed in Case No. 98CW219. C. Statement of plan for augmentation: Applicant will use the Lower Dawson aquifer water for inhouse, commercial, irrigation, stockwatering, and fire protection purposes to serve the Subject Property. For purposes of this application, Applicant estimates that at least 16 acre-feet per year will be used for inhouse and commercial use and 6 acre-feet per year will be used for irrigation use. The remaining 2 acre-feet will be used for stockwatering and fire protection purposes. Some of the irrigation may be off the Subject Property, but return flows will still return to the same stream systems as return flows on the Subject Property. Applicant reserves the right to amend these values based on final planning of the Subject Property without having to amend this application or republish the same. Sewage treatment for inhouse and commercial use will be provided by a non-evaporative septic system. Consumptive use associated with in-house and commercial use will be approximately 10% of water used and it is estimated that approximately 90% of water used for irrigation will be consumptively used. Stockwatering and fire protection use is considered to be 100% consumptively used. During pumping Applicant will replace actual depletions to the affected stream system pursuant to 37-90-137(9)(c), C.R.S. Applicants estimate that depletions may occur to the Plum Creek stream systems. Return flows from use of the subject water rights via those stream systems will accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicant will reserve an equal amount of nontributary Arapahoe aquifer groundwater as owned by Applicant and decreed in Case No. 98CW219 to meet post pumping augmentation requirements, but reserves the right to substitute the use of other nontributary groundwater, including return flows, either underlying the Subject Property, or from another location which is legally available for such purpose, for replacement of post-pumping depletions at such time that post-pumping depletions may begin. 10. Remarks: A. Applicant claims the right to withdraw more than the average annual amounts estimated in paragraph 5B above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicant will withdraw up to 24 acre-feet per year of the not nontributary Lower Dawson aquifer groundwater requested herein under the plan of augmentation requested herein pursuant to 37-90-137(9)(c), C.R.S. 08CW68 WINDY HILLS LOT OWNERS 8694 Silo Road, Parker, Colorado 80138, through their attorneys: Petrock & Fendel, P.C., James J. Petrock, Atty. Reg. #2881, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202, Telephone: (303) 534-0702. APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AQUIFERS, IN DOUGLAS COUNTY. 2. Well Permits: Well permits will be applied for prior to construction of the wells, which are the subject of this application. 3. Legal Description of Wells and Subject Property: Applicants are the owners of approximately sixty 5 acre tracts located in what is commonly known as Windy Hills Subdivision, which tracts are

generally contiguous and located in Section 32, T6S, R65W of the 6th P.M., and a 30 acre tract located in the SE1/4 of Section 29, T6S, R65W of the 6th P.M., as shown on Attachment B hereto (Subject Property). The Subject Property is comprised of a total of approximately 330 acres and the legal descriptions and acreage associated with Applicants' respective tracts are more particularly described on Attachment A hereto. Applicants will own a pro-rata interest in the total amount of groundwater requested herein underlying their respective tracts. The wells which will withdraw the subject groundwater will be located at any location on the Subject Property at rates of flow which are necessary to withdraw the final decreed amounts. 4. Source of Water Rights: The source of the groundwater to be withdrawn from the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers underlying the Subject Property is nontributary groundwater as described in §37-90-103(10.5), C.R.S. 5. Estimated Amounts: The estimated average annual amounts of withdrawal available from the subject aquifers as indicated below, are based upon the Denver Basin Rules, 2 C.C.R. 402-6. Applicants estimate that the following annual amounts are representative of the aquifers underlying the Subject Property, subject to addition of the groundwater underlying the county roads within the subdivision: Saturated Annual Aquifer Thickness Amount Lower Dawson 100 feet 66 acre-feet Denver 378 feet 212 acre-feet Arapahoe 220 feet 123 acre-feet Laramie-Fox Hills 190 feet 94 acre-feet Applicants may reserve all or parts of the Lower Dawson aquifer water for use through exempt wells on the tracts. 6. Well Fields: Applicants request that this Court determine that Applicants have the right to withdraw all of the legally available groundwater lying below the Subject Property, through wells or any additional wells which may be completed in the future, as Applicants' well fields, subject to Rule 11.B of the Statewide Nontributary Ground Water Rules (2 CCR 402-7). 7. Proposed Use: The water will be used, reused and successively used for domestic, industrial, commercial, irrigation, livestock watering, fire protection, and augmentation purposes, both on and off the Subject Property. 8. Jurisdiction: The Water Court has jurisdiction over the subject matter of this application pursuant to §§37-92-302(2) and 37-90-137(6), C.R.S. 9. Remarks: A. Applicants claim the right to withdraw more than the average annual amounts estimated in paragraph 6 above pursuant to Rule 8A of the Statewide Rules, 2 C.C.R. 402-7. B. Applicants request the right to revise the estimates upward or downward, based on better or revised data, without the necessity of amending this application or republishing the same. AMENDMENTS 95CW187 SECOND AMENDED APPLICATION FOR ABSOLUTE WATER RIGHT IN LARIMER COUNTY for United States of America, Department of Justice, c/o David W. Gehlert Environmental and Natural Resources Division, 1961 Stout St., 8th Floor, (303) 844-1386, United States of America, Department of Interior, Bureau of Reclamation, 11056 W. County Road 18E Loveland, Colorado 80537, (970) 667-4410, 2. Name of structure (ditch, spring) to be augmented: Mary’s Lake Campground - Permit No. 390356, 3. Legal description of each point of diversion (include distance and bearing from established government section corner or quarter corner; or distances from section lines, and indicate 1/4 1/4, section number, township, range and meridian; include map): N.W. 1/4, N.E. 1/4, Sec. 2, T4N, R73W, 1275 ft from North Sec. Line, 1890 ft. from East Sec. Line, 4. Source (tributary and river): Fractured Granite, 500 ft., 5. A. Date of initiation of appropriation: May 1962, B. How appropriation was initiated: Digging original well., C. Date water applied to beneficial use: May 1962, 6. Amount claimed: Not to exceed 15 gallons per minute, one acre-foot per year., Absolute.,7. Use or proposed use: A. If irrigation, complete

the following: N/A, 1) Number of acres historically irrigated: 2) Legal description of acreage: B. If non-irrigation, describe purpose fully: Water to 90 RV sites, two bath houses, and a 465 square foot swimming pool only uncovered during the day between Labor Day and Memorial Day. Before it is discharged into the Big Thompson River, the waste water is treated by the Upper Thompson Sanitary District. APPLICATION FOR APPROVAL OF PLAN OF AUGMENTATION, 1. Name of structure (ditch, spring) to be augmented: Mary=s Lake Campground - Permit No. 390356, 2. Previous Decree for water rights to be used for augmentation: The augmentation water will be provided from the Windy Gap Project. a. Case Nos. and Dates of Decrees: Water rights for the Windy Gap Project were adjudicated absolute by the decree in Case No. 89CW298 (District Court, Water Division No. 5) dated July 19, 1990. The Project Water has an appropriation dates as seen in subparagraph h. Date of Original Decrees for conditional Water Rights: October 27, 1980, Case Nos: Windy Gap Pump, Pipeline and Canal, a part of the Windy Gap System: Case No. C.A. 1768, Grand County District Court, Windy Gap Pump, Pipeline and Canal, 1st Enlargement, a part of the Windy Gap System: Case No. C.A. W-4001, District Court, Water Division No. 5,Windy Gap Pump, Pipeline and Canal, 2nd Enlargement, a part of the Windy Gap System: Case No. 80CW108, District Court, Water Division No. 5, b.Court: District Court, Water Division No. 5., c. Type of Water right: Surface, d. Legal Description of points of diversion and storage: Windy Gap Pump, Pipeline and Canal and Windy Gap Pump, Pipeline and Canal, First and Second Enlargements: A point on the north bank of the Colorado River whence the northwest corner of Section 25, T. 2 N., R. 77 W. of the 6th P.M. bears north 17˚30’ west a distance of 2,380 feet. e. Source: Colorado River (for all structures). f. Amount: Originally Decreed Amounts: Windy Gap Pump, Pipeline and Canal: 300 cfs, Windy Gap Pump, Pipeline and Canal, First Enlargement: 100 cfs, Windy Gap Pump, Pipeline and Canal, Second Enlargement: 200 cfs, g. Decreed Uses: Municipal, irrigation, industrial, and recreational, h. Appropriation Dates: Windy Gap, Pump, Pipeline and Canal: June 22, 1967, Windy Gap Pump, Pipeline and Canal, First Enlargement: July 9, 1976, Windy Gap Pump, Pipeline and Canal, Second Enlargement: April 30, 1980, 3.Historic Use of water right to be used for augmentation: The Town of Estes Park uses its Windy Gap Project Water as part of an augmentation and exchange plan decreed in Case No. 97CW126, Water Division 1., 4. Statement of plan for augmentation: Permit No. 390356 for Mary’s Lake Campground was issued to the United States= predecessor in interest in May of 1962. As set forth in Attachment 1, consumptive use of water at the campground for domestic purposes is calculated to be 0.42 af. In addition, 0.02 af is consumptively used for evaporation from the campground swimming pool. Total surface acres of the pool are 0.011 acres. The average annual consumptive use from evaporation from the pool is 0.02 af. The total consumptive use of water at the campground is calculated to be 0.044 af., Pursuant to a Memorandum of Understanding dated Oct. 6, 2006 (Attachment 2) between the Bureau of Reclamation, the Estes Valley Recreation and Parks District (ADistrict@) and the Town of Estes Park, (ATown@), the Town will provide a maximum of one (1) acre-feet to replace the out-of-priority depletions at Mary=s Lake through the Town=s Windy Gap Water. The Bureau of Reclamation will perform the necessary water accounting to furnish the augmentation water for the out-of-priority depletions. The Windy Gap Project water may be fully consumed in the replacement of depletions as proposed in this plan for augmentation. 5. Name(s) and address(es) of owner(s) of land on which structure(s) is (are) located: United States of America, Department of Interior, Bureau of Reclamation, 11056 W. County Road 18E, Loveland, CO 80537, (970) 667-4410, WHEREFORE, Applicant requests the Court to enter a decree: 1. Decreeing an absolute water right for Mary=s Lake Campground as set forth above. 2. Finding that the proposed Plan for Augmentation is one that is contemplated by law and approving the plan; and 3.Finding that other vested water rights and conditional water rights on the River will not be adversely affected by the out-of-priority diversions, if the augmentation plan is operated under the terms and conditions of the decree entered herein.

04CW179 22 RANCH, L.P, c/o Thomas William Gill, 15335 U.S. Hwy 6, Merino, CO 80741(c/o Harvey W. Curtis, Esq., 8310 South Valley Highway, #230, Englewood, Colorado 80112, (303) 292-1144. AMENDED APPLICATION FOR CHANGE OF WATER RIGHTS AND APPROVAL OF A PLAN FOR AUGMENTATION IN WASHINGTON, WELD AND MORGAN COUNTIES. 2. Purpose of this Amendment. By this amended application, the wells and water rights, and post-pumping depletions of Keystone Triple G Ranch and Flying Dishpan Ranch are hereby removed from the application. The well and water rights of Applicant, 22 Ranch, remain in the application. 3. REQUEST FOR CHANGE OF WATER RIGHTS. 3.a. Water rights for which change is being sought. Applicant seeks a change of decreed water rights in Riverside Reservoir and Prewitt Reservoir owned by Applicant pursuant to its ownership of shares in the Morgan-Prewitt Reservoir Company and in the Riverside Reservoir and Land Company. Those water rights are more specifically described as follows:

Company Rights or Shares Owned

Total Shares in Company

Yield per right or share

(acre-feet)

Total (acre-feet)

Riverside 5 private rights (20 shares)

2505 16 80

Morgan-Prewitt 5 shares 261 16 80 3.a.i. Riverside Reservoir. The ownership of 20 shares in the Riverside Reservoir and Land Company entitles Applicant to delivery of water from the Riverside Reservoir under 5 private rights and to use of a proportionate share of recharge accretions to the South Platte River attributable to the decrees in Cases Nos. 88CW239, 88CW264 and 89CW27. The water rights for diversions for Riverside Reservoir from the South Platte River were originally decreed in Weld County District Court as follows: Case No. Priority No. Adjudication Date Appropriation Date Amount (Acre-feet) 2142 24 1-15-1914 4-01-1902 16,070 2142 45 1-15-1915 8-01-1907 41,437 2142 77 1-15-1914 10-15-1910 Allows fill to 33.55

acre-feet above bottom of Reservoir outlet tube

16704 20R 6-08-1965 12-31-1919 56,325 3.a.i.(A) Decreed Point of Diversion: The ditch to be used to fill the reservoir is the Riverside Canal, having a capacity of 1,000 c.f.s. at the point of diversion located on the north bank of the South Platte River near Kuner, Colorado in the SW 1/4 SW 1/4 of Section 20, Township 5 North, Range 63 West of the 6th P.M., Weld County, Colorado. 3.a.i.(B) Source: South Platte River. 3.a.i.(C) Historic Use: Applicant’s Riverside rights have historically been: (1) used as a supplemental supply to irrigate in conjunction with its direct flow rights during the summer, or (2) leased or exchanged to other users within the Riverside irrigation system for irrigation purposes. 3.a.i. (D) Use or Proposed Use: Applicant proposes to establish a historic use credit of 50% of the originally decreed water after accounting for transportation loss from the reservoir to the point of diversion. This entitles Applicant to 80 acre-feet per year minus reasonable transportation loss for all decreed uses. Applicant requests that the subject water rights be changed for use in the plan for augmentation described in this Application and for domestic, industrial, commercial, augmentation, irrigation, stock watering, recreation, fish and wildlife purposes, fire protection, and all other beneficial uses. The water will be used for immediate

application to beneficial use, for substitution and exchange, replacement of depletions, recharge of the aquifer and augmentation purposes that occur from pumping of the well owned by Applicant, described below. Replacements will be made to the South Platte River by release of available water from the foregoing water rights. When replacement water is not available from the sources described in this application, Applicant will cease pumping of the subject well. 3.a.i.(E) Name(s) and address(es) of owner(s) of land on which structure is or will be located, and upon which water is or will be stored, or upon which water is or will be placed to beneficial use: Riverside Reservoir and Land Company, 215 E. Kiowa Avenue, Fort Morgan, CO 80701, as to the ownership of Riverside Canal and Riverside Reservoir. Applicant, as to the ownership of lands upon which the water will be used or used for augmentation. 3.a.ii. Prewitt Reservoir. The ownership of the Morgan-Prewitt Reservoir Company shares entitles the Applicant to delivery of water from the Prewitt Reservoir. The Prewitt Reservoir water rights were decreed for diversion out of the South Platte River pursuant to the following decrees in Weld County District Court: Case No. Priority No. Adjudication Date Appropriation Date Amount (Acre-feet) 2142 75A 1-15-1914 5-15-1910 32,300 16704 75R 10-18-1965 12-31-1929 34,960 3.a.ii.(A) Decreed Point of Diversion: The headgate of the Prewitt Inlet Canal is located on the East bank of the South Platte River in the SW 1/4 of Section 24, Township 5 North, Range 55 West of the 6th P.M., Morgan County, Colorado. Prewitt Reservoir is located in Section 2, Township 5 North, Range 54 West of the 6th P.M., Washington and Logan Counties. 3.a.ii.(B) Source: South Platte River. 3.a.ii.(C) Historic Use: Applicant owns 5 shares of the Morgan-Prewitt Reservoir Company. The Morgan-Prewitt Reservoir Company is the owner of 6/31ths of the water rights decreed to Prewitt Reservoir. Prewitt Reservoir water available to the Morgan Prewitt Reservoir Company was adjudicated in Case No. W-1469 for irrigation purposes on approximately 340.0 acres of land in Washington County. A map showing the location of the lands of Applicant historically irrigated by the subject Morgan-Prewitt Reservoir Company shares is attached hereto as Exhibit 1. 3.a.ii. (D) Use or Proposed Use: Applicant requests that the subject water rights be changed for use in the plan for augmentation described in this Application and for domestic, industrial, commercial, augmentation, irrigation, stock watering, recreation, fish and wildlife purposes, fire protection, and all other beneficial uses. The water will be used for immediate application to beneficial use, for substitution and exchange, replacement of depletions, recharge of the aquifer and augmentation purposes that occur from pumping of the well owned by Applicant, described below. Replacements will be made to the South Platte River by release of available water from the foregoing water rights. When replacement water is not available from the sources described in this application, Applicant will cease pumping of the subject well. 3.a.ii.(E) Name(s) and address(es) of owner(s) of land on which structure is or will be located, and upon which water is or will be stored, or upon which water is or will be placed to beneficial use: Morgan-Prewitt Reservoir Company, P.O. Box 103, Sterling, CO 80751, as to the ownership of the Prewitt Inlet Canal and Prewitt Reservoir. Applicant, as to the ownership of lands upon which the water will be used or used for augmentation. 4. REQUEST FOR APPROVAL OF PLAN FOR AUGMENTATION. 4.a. Name and location of structure to be augmented: Well Permit No. RF 727, decreed in Case No. W-1469 for 8.11 c.f.s., located in the SE 1/4 NW 1/4 of Section 16, Township 5 North and Range 54 West of the 6th P.M., and located as shown on attached Exhibit 1. The wells shown as nos. 6966, 8383, and 6563 on Exhibit 1 are no longer part of this application and will be augmented under the plan of augmentation pending in Case No. 07CW300. 4.b. Other water rights diverted from the Well: 4.b.i. Case No. W-4298. The well listed in 4.a., above was decreed as an alternate point of diversion for the following

appropriations decreed to the Johnson and Edwards Ditch: 4.b.i.(A) Priority No. 5: Dated June 1, 1872 for 15 c.f.s. 4.b.i.(B) Priority No. 29: Dated April 10, 1888 for 48 c.f.s. 4.b.ii. Case No. W-2969. Well Permit No. RF 727 was included in this augmentation plan and is to be augmented with the following appropriations decreed to the Lower Platte and Beaver Canal Company: 4.b.ii.(A) Priority No. 22: Dated September 4, 1882 for 38 c.f.s. 4.b.ii.(B) Priority No. 38: Dated April 15, 1888 for 284 c.f.s. 4.c. Water rights to be used for augmentation: 4.c.i. Riverside Reservoir: All decrees were entered in Weld County District Court. Applicant is claiming its proportionate right to the following water rights associated with the Riverside Reservoir: 4.c.i.(A) Case No. 2142, Priority No. 24, for 16,070 acre-feet. 4.c.i.(B) Case No. 2142, Priority No. 45, for 41,437 acre-feet. 4.c.i.(C) Case No. 2142, Priority No. 77, allows for fill to 33.55 acre-feet above bottom of the Riverside Reservoir outlet tube. 4.c.i.(D) Case No. 16704, Priority No. 20R, for 56,325 acre-feet. 4.c.ii. Prewitt Reservoir: All decrees were entered in Weld County District Court. Applicant is claiming its proportionate right to the following water rights associated with the Prewitt Reservoir: 4.c.ii.(A) Case No. 2142, Priority No. 75A, for 32,300 acre-feet. 4.c.ii.(B) Case No. 16704, Priority No. 75R, for 34,960 acre-feet. 4.c.iii. Johnson and Edwards Ditch Company: Pursuant to its ownership of 210 Class A shares in the Johnson and Edwards Ditch Company, Applicant is claiming its proportionate share of the recharge credits that are claimed in the pending application for surface water rights in Case No. 03CW423, Water Division No.1 and 33�% of 70% of Gill Pond accretions in Case No. 03CW423. 4.c.iv. Lower Platte and Beaver Canal Company: Pursuant to its ownership of 16 shares in the Lower Platte and Beaver Canal Company, Applicant is claiming a proportionate share of the recharge credits that are claimed in the pending application for conditional water rights, change of water rights, appropriative right of exchange, and for approval of a plan for augmentation in Case No. 03CW443, Water Division No.1. 4.c.v. Proposed Augmentation Well No. RF 727: Case No. W-1469, decreed for Well No. RF727 for the irrigation of 340 acres of land. Applicant will file a second well permit application requesting the addition of augmentation use for Well No. RF 727. 4.c.vi. South Platte Ditch Company/South Platte Ditch Well Users, Inc.: Applicant has or may lease water associated with Case Nos. W-7839 and 04CW110, Water Division No. 1. 4.c.vii. Augmentation water available from any other source legally available for augmentation and which can be provided in the amount, at the time and at the location required for augmentation. 4.d. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. Sections 37-92-103(9), 302(1),(2) and 305(8): Applicant proposes to replace out-of-priority stream depletions due to the pumping of the subject well, Well No. RF 727, including post pumping depletions caused by the pumping of the subject well since 1974, by using its proportionate shares of recharge credits from Cases Nos. 88CW239, 88CW264, 89CW27, 03CW423 and 03CW443, from use of Well No. RF 727 as an augmentation well under the decree to be entered herein, from Applicant’s ownership of 5 shares in the Morgan-Prewitt Reservoir Company, from Applicant’s 5 private rights (20 shares) in the Riverside Reservoir and Land Company, and any interest in the South Platte Ditch Well Users, Inc.’s water rights which may be leased or purchased by Applicant. Applicant will only utilize Well No. RF 727 for augmentation purposes when the recharge accretions and delivery of reservoir water are insufficient to replace out-of-priority stream depletions. Depletions will be calculated on a monthly basis and Applicant will replace all depletions, including post-pumping depletions, in time, location and amount. Beginning in 2004, the amount of water withdrawn through the subject well was measured with flow meters. For determining pumping volumes in years prior to 2004, Applicant proposes to use actual pumping records to the extent available and, where actual pumping records are not available, estimates of pumping derived from analysis of crop demand and available surface water supply. Applicant proposes to determine the volume of stream depletions resulting from use of the subject well using consumptive use factors of 55% for flood irrigation use, 80% for sprinkler irrigation use, and 100% for augmentation use. Irrigation use and augmentation use will be separately measured. Lagged stream depletions resulting from well operations will be calculated using

analytical equations by Glover (Glover 1977) and others. The proposed method is a parallel “no flow” boundary which requires four parameters for the well. The first is the width of the aquifer on the side of the river where the well is located (W), the distance from the river to the well location (X), the transmissivity of the aquifer between the well and the river (T), and the specific yield (S) which is assumed to be 20%. The values for the well can be found in the table below. The Colorado State University Integrated Decision Support Alluvial water Accounting Systems (IDS AWAS) model will be used in the calculation of the stream depletion. Reg. No.

Legal Location

Acres Decree Rate of Pumping (cfs)

X (ft) W (ft) T (GPD/FT)

S

RF 727

SE1/4 NW1/4of 16-5N-54W

276 W-1469 8.11 4,646 21,340 400,000 20%

5. Name(s) and address(es) of owner(s) of land on which structure is or will be located, and upon which water is or will be stored, or upon which water is or will be placed to beneficial use: 5.a. Riverside Reservoir: Riverside Reservoir and Land Company, 215 E. Kiowa Avenue, Fort Morgan, CO 80701. 5.b. Prewitt Reservoir: Morgan Prewitt Reservoir Company, P.O. Box 103, Sterling, CO 80751. 5.c. Johnson and Edwards Ditch: Johnson and Edwards Ditch Company, c/o Tom Gill, 15335 U.S. Highway 6, Merino, CO 80741. 5.d. Lower Platte and Beaver Canal: Lower Platte and Beaver Canal Company, c/o Robert Tuck, P.O. Box 190, Hillrose, CO 80733. 5.e. Well Permit No. RF 727: Applicant. WHEREFORE, Applicant respectfully asks that the Court enter a decree approving this Amended Application, approving the change of water rights, including water storage rights, and approving the proposed plan of augmentation, specifically determining that the sources and locations of delivery of augmentation water are sufficient to eliminate material injury to vested water rights, and grant such other relief as it may deem proper in the premises. (9 pages-1 page Exhibit).

04CW224. Bestway Concrete, 301 Centennial Drive, Milliken, Colorado 805431. (970) 587-6969. Lind, Lawrence & Ottenhoff, 355 Eastman Park Drive, #200, Windsor, CO, 80550, (970)674-9888. SECOND AMENDMENT TO APPLICATION FOR PLAN OF AUGMENTATION; APPLICATION FOR WATER RIGHT in ADAMS COUNTY. APPLICATION FOR WATER RIGHT 2. Name of Structure: Bestway Concrete Well No. 1. 2.1. Location. In the NE1/4 SE1/4 of Section 11, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado at a point 105 feet from the east line and 2059 feet from the south line of said Section 11. GPS Coordinate. Datum: NAD 83/WGS84, Zone: 13S, Easting: 503437mE, Northing: 4406006mN, Elevation 5,129 feet. 2.2. Appropriation date. March 5, 2008. 2.3. Amount claimed. 1.33 c.f.s., absolute. 2.4. Source. Groundwater tributary to the South Platte River. 2.5. Use. Commercial. 3. Name of Structure to be Augmented. Bestway Concrete Well No. 1 instead of Well No. 14007. Applicant has determined that Well No. 14007 is not the well located on Applicant’s property nor used by Applicant. 4. Plan of Augmentation. All matters stated in the Application and Amendment to the Application filed herein remain the same except the structure to be augmented.

07CW146 Flying J Ranch, LLC (AFlying J@), c/o Jeff Robbins, Executive Director, 300 South Dahlia Street, Denver, CO 80246, (303) 316-6428; Mountain Mutual Reservoir Company (AMMRC@), and North Fork Associates, LLC, c/o William Blatchley, 2525 South Wadsworth Blvd. #306, Lakewood, CO 80227, (303) 989-6932. Communications, including pleadings

regarding this application should be directed to counsel for the applicant, Cynthia F. Covell, Alperstein & Covell P.C., 1600 Broadway, Suite 2350, Denver, CO 80202, and David C. Lindholm, P.O. Box 18903, Boulder, CO 80308. First Amended Application for Underground Water Right, Storage Right, and Plan for Augmentation Including Substitution and Exchange, in JEFFERSON AND PARK COUNTIES, Colorado. 6) Applicant hereby amends paragraph 5 of the original Application to reflect the correct legal description of the Flying J Ranch Well. The sections in the area where Flying J Ranch is located are irregular. When the original application was filed, the well was described as being located in the SW 1/4 of the NW 1/4 of Section 28, based on the then-available survey data. Current GPS data places the well in the NW 1/4 of the NW 1/4 of Section 28, at the same distances from the north and west section lines as were shown in the original application. Paragraph 5 of the original Application is thus amended in its entirety as follows: Legal Description of Well Location NW 1/4 NW 1/4, Section 28, Township 9 South, Range 71 West of the 6th P.M., in Jefferson County, Colorado, at a point approximately 1250 feet from the North Section line and 800 feet from the West section line of said Section 28. See Figure 1. The well is within 100' of Wigwam Creek and can be administered as a surface diversion without delayed depletions. 7) Applicant hereby amends paragraph 13 of the original Application, to reflect the correct legal description of the storage right sought therein and its point of diversion. Paragraph 13 is amended in its entirety as follows: Water Right Description. A. Legal description. The Flying J Pond will be a small off-channel excavated pond located on the Flying J Ranch within the area shown on the attached map as the Aaugmentation pond.@ Water will be diverted from Wigwam Creek at the location described in paragraph 13.B below, and will be carried in a pipeline or ditch to the pond headgate, which will be located in the SE 1/4, NW 1/4, Section 28, Township 9 South, Range 71 West, of the 6th P.M., approximately 2450 feet from the North line of Section 28 and 1500 feet from the West line of Section 28. B. If off-channel reservoir, name and capacity of ditch or ditches used to fill the reservoir, and legal description of each point of diversion. Water will be diverted to the Flying J Pond from Wigwam Creek at a point of diversion located on the Flying J Ranch property in the SE 1/4, NW 1/4, Section 28, Township 9 South, Range 71 West, of the 6th P.M., approximately 2150 feet from the North line of Section 28 and 1380 feet from the West line of Section 28, via pipeline or ditch with capacity of one cfs. The point of diversion from Wigwam Creek is shown on the attached map, and labeled ADiversion Location Off of Wigwam Creek.@ 8) Paragraph 18 of the original Application is amended to change the surface area of the pond as follows: Surface area. The surface area of the pond will be one acre. 9) Except as herein amended, the original Application filed June 29, 2007, remains unchanged. 10) All statements of opposition heretofore filed shall be deemed applicable to this First Amended Application without the need to file additional or supplemental statements of opposition. (Total of 7 pages, including 2 exhibits). 07CW333 HIGH PLAINS ENERGY ASSOCIATES, LLC IN WASHINGTON COUNTY, through their attorneys: Holland & Hart LLP, Christopher L. Thorne, Atty. Reg. #20003 and William H. Caile, Atty. Reg. #32223, 555 Seventeenth Street, Suite 3200, P.O. Box 8749, Denver, CO, 80201-8749, Telephone: (303) 295-8000. AMENDED APPLICATION FOR CONDITIONAL WATER RIGHTS IN WASHINGTON COUNTY. Overview of Application: Applicant is developing a new electric generation project known as the High Plains Energy Station (the “Project”), to be located in Morgan County near Union, Colorado. The water supply for the Project will be provided from a well field to be constructed in the alluvial aquifer of the South Platte River near the Project site in Washington County. The Application herein seeks confirmation of conditional water rights for these wells with an appropriation date of December 31, 2007. The wells will be located in close proximity to the South Platte River, in locations where pumping of the wells will have an instantaneous depletive effect on the river. Applicant therefore seeks the right to operate the wells at all times when the wells are in priority. By separate application, Applicant will also seek approval of a plan for augmentation to allow the

wells to divert at times when they otherwise would be out of priority, by replacing all out-of-priority depletions to prevent injury to the vested water rights of others. An area map depicting the approximate location of the well sites is attached hereto as Exhibit 1. Name of Structures: High Plains Energy Well Field (the “HPE Well Field”). The HPE Well Field will be comprised of nine alluvial wells (“HPE Well Nos. 1 through 9”) located adjacent to the South Platte River in Section 7, Township 5 North, Range 54 West of the 6th P.M., in Washington County. Legal Descriptions: Individual well locations will be within 200 feet of the following locations: HPE Well No. 1: SW 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 204 feet from the West Section Line and 906 feet from the South Section Line. HPE Well No. 2: SW 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 473 feet from the West Section Line and 1,151 feet from the South Section Line. HPE Well No. 3: NW 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 789 feet from the West Section Line and 1,333 feet from the South Section Line. HPE Well No. 4: NE 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,384 feet from the West Section Line and 1,807 feet from the South Section Line. HPE Well No. 5: NE 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,787 feet from the West Section Line and 1,796 feet from the South Section Line. HPE Well No. 6: NE 1/4 of SW 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 2,306 feet from the West Section Line and 1,551 feet from the South Section Line. HPE Well No. 7: NW 1/4 of SE 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 2,217 feet from the East Section Line and 1,710 feet from the South Section Line. HPE Well No. 8: NW 1/4 of SE 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,839 feet from the East Section Line and 1,930 feet from the South Section Line. HPE Well No. 9: NW 1/4 of SE 1/4 of Section 7, Township 5 North, Range 54 West of the 6th P.M., at a point 1,382 feet from the East Section Line and 1,978 feet from the South Section Line. Source and Depth of Wells: Source: The source of water for HPE Wells Nos. 1 through 9 is ground water tributary to the South Platte River. Depth: Each of the HPE Wells Nos. 1 through 9 will be constructed to a depth of approximately 100 feet. Date of appropriation: December 31, 2007. How appropriation was initiated: By field inspections, identification of well sites and formation of the necessary intent as evidenced by, among other things, the filing of the application herein. Date water was applied to beneficial use: Not applicable. Amount Claimed Per well: Each of the HPE Wells Nos. 1 through 9 will have a maximum pumping rate of 3500 gallons per minute (gpm), CONDITIONAL. Combined maximum rate: The combined maximum rate of withdrawal for all nine wells in the HPE Well Field at any given time will not exceed 15,000 gpm (33.41 cubic feet per second). Proposed Uses: Water produced by the HPE Well Field is proposed to be used for the following beneficial purposes: industrial, domestic, irrigation, commercial, augmentation, fire protection, recreation, livestock watering, dust control, and fish and wildlife purpose. Applicant claims the right of direct use, of storage for subsequent use, of reuse and successive use to the extent permitted by law, and use by substitution and exchange. Owner of Land Upon Which Structures Will be Located: Richard L. Mari, Jr., P.O. Box 391, Manhattan, Montana 59741. Remarks: The HPE Well Field will be designed so as to minimize interference among the individual wells and to produce reliable flow rates. The actual location of the wells may vary based on aquifer characteristics, but will be within a 200 foot radius of the locations set forth above. Prior to constructing any wells, Applicant will obtain well permits from the State Engineer. The wells claimed herein will be located in close proximity to the South Platte River, such that the depletion to the South Platte River caused by pumping of the wells should be deemed instantaneous. Applicant claims the right to make diversions from the wells at all times when the wells are in priority based on the dates of appropriation and priorities awarded in this proceeding. At those times when depletions caused by pumping of the wells would be out of priority, Applicant will only operate the wells pursuant to a decreed plan for augmentation approved by the Water Court or a Substitute Water Supply Plan approved by the State Engineer.

Water from the HPE Well Field will be used directly or following temporary on-site storage. Water will be primarily used for industrial and related purposes associated with the Project, but may also be used for all other purposes set forth above. WHEREFORE, Applicant requests that this Court enter a judgment and decree which: Finds that all notice and jurisdictional requirements have been met, including, without limitation, as required under C.R.S. § 37-92-302; Finds that water is available for can and will be diverted, stored, or otherwise captured, possessed and controlled, and beneficially used, under the water rights claimed herein, within a reasonable time; Finds that no material injury will result to the vested water rights of others from operation of the HPE Wells as described in this application; and Grants to Applicant such other relief as the Court deems just and proper. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED. YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of May 2008 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original with triplicate copies and include $90.00 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.