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SUBSTITUTE WATER SUPPLY PLAN NOTIFICATION LIST Section 37-92-308(6), C.R.S. directs the State Engineer to establish a notification list for each water division for the purpose of notifying interested parties of requests for the State Engineer’s approval of substitute water supply plans (“SWSP”) filed in that water division pursuant to section 37-92-308, C.R.S. The SWSP notification list is also used to provide notice of proposed water right loans to the Colorado Water Conservation Board for use as instream flows under section 37-83-105(2)(b)(II), C.R.S., notice of applications for the State Engineer’s approval of interruptible water supply agreements under section 37-92-309(3)(a), C.R.S., and notice of applications for fallowing-leasing pilot projects under section 37-60-115(8)(e)(II). This notice is an invitation to be included on the SWSP notification list. To receive this information by e-mail, provide your name, e-mail address, daytime telephone number, and the water divisions of interest. If you prefer to be noticed by first-class mail, specify that preference and provide your mailing address. Submit the information to: Substitute Water Supply Plan Notification List (c/o Laura Kalafus, Program Assistant), Colorado Division of Water Resources, 1313 Sherman Street, Room 818, Denver, Colorado 80203, Phone: (303) 866-3581, Fax: (303) 866-3589, or e-mail to: Laura.kalafus@state.co.us. Additional information regarding Substitute Water Supply Plans is available on the Division of Water Resources' website at http://water.state.co.us.

PRODUCED NONTRIBUTARY GROUND WATER NOTIFICATION LIST

Pursuant to Rule 17.5.B.2 of the Produced Nontributary Ground Water Rules, 2 CCR 402-17 (“Rules”), the State Engineer is publishing this invitation to persons to be included on the Produced Nontributary Ground Water Notification List. According to Rule 17.5.B.2 of the Rules, the State Engineer must establish a Produced Nontributary Ground Water Notification List for each water division within the State of Colorado for the purposes of ensuring that water users within each water division receive adequate notice of proceedings held pursuant to the Rules. In order to establish such notification list, the State Engineer is directed, in January of each year, to cause to have published in the water court resume for each water division an invitation to be included on such notification list for the applicable water division. To receive this information by e-mail, provide your name, e-mail address, daytime telephone number, and the water divisions of interest. If you prefer to be noticed by first-class mail, specify that preference and provide your mailing address. Submit the information to: Produced Nontributary Ground Water Notification List (c/o Laura Kalafus, Program Assistant), Colorado Division of Water Resources, 1313 Sherman Street, Room 818, Denver, Colorado 80203, Phone: (303) 866-3581, Fax: (303) 866-3589, or e-mail to: Laura.kalafus@state.co.us. Any additional information regarding the Produced Nontributary Ground Water Rules can be found on the Division of Water Resources website at: www.water.state.co.us.

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DISTRICT COURT, WATER DIVISION 1, COLORADO DECEMBER 2015 WATER RESUME PUBLICATION TO: ALL PERSONS INTERESTED IN WATER APPLICATIONS IN WATER DIV. 1 Pursuant to C.R.S. 37-92-302, you are notified that the following is a resume of all water right applications and certain amendments filed in the Office of the Water Clerk during the month of DECEMBER 2015 for each County affected.

15CW27 JEFFREY D. FRANKEN, 38801 Private Road 17, Elizabeth, CO 80107. 303-901-0810. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS UNDERLYING APPLICANT’S PROPERTY IN ELBERT COUNTY. Applicant seeks to adjudicate the well, permit 140159, and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 40 acre tract of land lying in the NE1/4, NE1/4, S19, T7S, R64W of the 6th PM. including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. Applicant seeks to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 80 acre tract of land with 40 acres (parcel 1) lying W1/2, W1/2, SW1/4, S20, T7S, R64W of the 6th PM and 40 acres (parcel 2) lying E1/2, W1/2, SW1/4, S20, T7S, R64W of the 6th PM. including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. 15CW28 GEORGE T. COOK, PO Box 375, Hudson, CO 80642. 303-536-4242. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DINVER BASIN AQUIFERS UNDERLYING APPLICANT’S PROPERTY IN THE DENVER BASIN AQUIFERS NDERLYING APPLICANT’S PROPERTY IN WELD COUNTY. Applicant seeks to adjudicate 2 wells, permits 74583F and 74584F, and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying 137.5 acre tract of land lying in the SE1/4, SW1/4, S12, T2N, R66W of the 6th PM. including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. Applicant seeks to adjudicate 3 wells, permits 11039 (North well), 212664 (Domestic well), 4-013328F (South well) and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 291.83 acre tract of land lying in the SW1/4, NE1/4, S16, T2N, R65W of the 6th PM. and NW1/4, SE1/4, S16, T2N, R65W of the 6th PM including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. 15CW3157 Colorado Water Conservation Board (“CWCB”), 1313 Sherman Street, Suite 718, Denver, CO 80203. Telephone: (303) 866-3441. Please direct all future correspondence and pleadings regarding this Application to: Ema I. G. Schultz, Assistant Attorney General, Natural Resources and Environment Section, Colorado Department of Law, 1300 Broadway, 7th Floor, Denver, CO 80203. Telephone: (720) 508-6307. E-mail: ema.schultz@state.co.us. APPLICATION FOR INSTREAM FLOW WATER RIGHTS TO PRESERVE THE NATURAL ENVIRONMENT TO A REASONABLE DEGREE IN LARIMER COUNTY, COLORADO. 2. Name of water right: Graves Creek Instream Flow Water Right. 3. Legal Description: The Graves Creek Instream Flow Water Right is located in the natural stream channel of Graves Creek from the Colorado-Wyoming border to the confluence of an unnamed tributary, a distance of approximately 2.76 miles. This segment of Graves Creek can be located on the Carr West and Round Butte U.S.G.S. quadrangles. A map of the Graves Creek Instream Flow Water Right reach is attached as Exhibit 1. A. Upstream Terminus: Colorado-Wyoming Border. 1. UTM: Northing: 4538560.12 Easting: 498477.70 (NAD 1983 Zone 13 North). 2. Lat/Long: latitude 40° 59’ 53.61”N and longitude 105° 01’ 5.16”W. B. Downstream Terminus: Confluence of an Unnamed Tributary. 1. UTM: Northing: 4535421.23 Easting: 500624.89 (NAD 1983 Zone 13 North). 2. Lat/Long: latitude 40° 58’ 11.82”N and longitude 104° 59’ 33.26”W. C. The Universal Transverse Mercator (UTM) and geographical descriptions (e.g., confluences) of the upstream and downstream termini will be used as the legal description for the decree in this matter. The Lat/Long coordinates are provided as cross-reference locations only. The UTM and Lat/Long locations for the upstream and downstream termini were derived from CWCB GIS using the National Hydrography Dataset (NHD). 4. Source: Graves Creek, tributary to Spring Creek tributary to Lone

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Tree Creek tributary to the South Platte River. A. Date of initiation of appropriation: January 26, 2015. B. How appropriation was initiated: Appropriation and beneficial use occurred on January 26, 2015, by the action of the CWCB pursuant to sections 37-92-102(3) and (4) and 37-92-103(3), (4) and (10), C.R.S. (2014). C. Date applied to beneficial use: January 26, 2015. 6. Amount of water claimed: Instream flow of 0.17 cfs (1/1-12/31), absolute. 7. Proposed Uses: Instream flow uses to preserve the natural environment to a reasonable degree. 8. Names and addresses of owners or reputed owners of the land upon which any new or existing diversion structure will be located: The notice required by section 37-92-302(2)(b), C.R.S. (2014), to the owners or reputed owners of the land upon which any new or existing diversion or storage structure is or will be constructed is not applicable in this case. This Application is for instream flow water rights, exclusive to the CWCB under the provisions of section 37-92-102(3), C.R.S. (2014). As instream flow water rights, the CWCB’s appropriations do not require diversion structures or storage. See City of Thornton ex rel. Utilities Bd. v. City of Fort Collins, 830 P.2d 915, 931 (Colo. 1992) (“A minimum stream flow does not require removal or control of water by some structure or device. A minimum stream flow between two points on a stream or river usually signifies the complete absence of a structure or device”). The CWCB’s appropriation of an instream flow water right also does not affect ground water. 9. Remarks: These appropriations by the CWCB, on behalf of the people of the State of Colorado, are made pursuant to sections 37-92-102(3) and (4) and 37-92-103(3), (4) and (10), C.R.S. (2014). The purpose of the CWCB’s appropriations is to preserve the natural environment to a reasonable degree. At its regular meeting on May 21, 2015, the CWCB determined, pursuant to section 37-92-102(3)(c), C.R.S. (2014), that the natural environment will be preserved to a reasonable degree by the water available for the appropriations to be made; that there is a natural environment that can be preserved to a reasonable degree with the CWCB’s water rights herein, if granted; and that such environment can exist without material injury to water rights. 15CW3158 Jordan’s Greenhouse, 900 N. Taft Hill Road, Fort Collins, Colorado 80521. Telephone: 970-690-8571. AMENDED APPLICATION FOR CONDITIONAL UNDERGROUND WATER RIGHTS, in LARIMER COUNTY. Please send all future correspondence and pleadings to: Bradley C. Grasmick, Lawrence Jones Custer Grasmick, 5245 Ronald Reagan Blvd., Ste. 1, Johnstown, CO 80534. 2. Names of Structure to be Decreed “Jordan Greenhouse Well”. 2.1Jordan Greenhouse Well; Well No. 11212F, WDID 0305054, Receipt No. 9038744 (aka Pixley Greenhouse) 2.1.1. Permit Information. 2.1.1.1. Appropriation Date: October 1, 1966. 2.1.1.2. Point of diversion: SW1/4 of the SW1/4 of Section 3, Township 7 North, Range 69 West of the 6th P.M., Larimer County, Colorado, at a point 1308 feet North from the center of Vine Street and 1349 feet East from the center of Taft Hill Road. Northing (UTM y): 4494165.7, Easting (UTM x): 490488.7. 2.1.1.3. Source: Groundwater tributary to the Cache la Poudre River. 2.1.1.4. Flow rate: 18 gpm 2.1.1.5. Beneficial Uses: Irrigation of no more than 8 acres of land located on Southwest 1/4 of the Southwest 1/4 of Section 3, Township 7 North, Range 69 West of the 6th P.M., Larimer County, Colorado. 2.1.1.6. Depth: 40 feet, perforated casing from 22.5 feet to 40.5 feet. 3. Historical Use. Depletions from the Jordan Greenhouse Well are augmented pursuant to the augmentation plan administered by the Cache la Poudre Water Users Association decreed in Case No. W-7921(75), and have been since that case was decreed. 4. Amount Claimed. In accordance with the Permit approved and issued on September 16, 1966, as amended Exhibit 1, Applicant claims 18 gpm tributary to the Cache la Poudre River underlying Section 3, Township 7 North, Range 69 West of the 6th P.M. Larimer County, Colorado. 5. Name and Address of Owners of Structures. Applicant owns the structures and the land upon which the structures are located. The original format of this application is three (3) pages in length plus one (1) exhibit. 15CW3159 Groundwater Management Subdistrict of the Central Colorado Water Conservancy District (GMS), 3209 West 28th Street, Greeley, Colorado 80634 (GMS) and Wes Moser & Sons, Inc., 8394 U.S. Highway 85, Fort Lupton, Colorado, 80621 (Moser) c/o Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO 80534 (970)622-8181. Application for Change of Water Right-Correction of Well Glovor Factors in WELD COUNTY. 2. Decreed Name of Structure to be Corrected. Wes Moser & Sons, Inc., Well No. 1-CP10198, WDID 0207368, (Well). 2.1.

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Name of Well Owner. Moser. 2.2. Decree W-1814. A decree was entered in Water Court, Water Division No. 1, Case No. W-1814 on December 8, 1975 adjudicating Wes Moser & Sons, Inc., Well No. 1-CP10198 in the SE1/4 SE1/4 of Section 25, Township 3 North, Range 65 West of the 6th P.M Weld County, Colorado at a point 360 feet North and 450 feet West of the SE corner of said Section 25, in the amount of 2.22 c.f.s with an appropriation date of November 5, 1965 for irrigation of 260 acres in the E1/2 of said Section 25. Exhibit 1. 2.3. GMS Contract. The Well is included in the GMS plan for augmentation decreed in Case No. 02CW335 and has GMS Contract No. 628. Exhibit 3. 2.4. Decreed Glover Factors. The Glover Factors decreed for the Well are set out in Table 1 of the 02CW335 decree and are X = 3467.81 feet, W = 6079.32 feet and T = 43,580 feet. Exhibit 2. 3. Proposed Correction. Applicant Moser’s consultant has reviewed the decreed Glover Factors for the Well and has determined that a correction is necessary. See the Clear Water Solutions Report dated December 11, 2015 attached hereto as Exhibit 4. The correct Glover Factors for the Well are X = 3,593 feet, W= 6,196 feet and T = 134,791 feet. 4. Applicant GMS can and will make replacement of out of priority depletions from the Well based on the corrected Glover Factors. 5. Applicants request the Court enter an Order correcting the Glover Factors for the Well as stated herein and that Table 1 to the GMS Decree in 02CW335 be amended to include the corrected Glover Factors.

15CW3160, MIMG Franktown, LLC, 2195 N. State Highway 83, #14B, Franktown, CO 80116 (James J. Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, IN THE NONTRIBUTARY DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AQUIFERS, DOUGLAS COUNTY. 2.5 acres generally located in the SW1/4SW1/4 of Section 35, T7S, R66W of the 6th P.M.,described and shown on Attachment A. Source of Water Rights Requested: Nontributary Denver, Arapahoe, and Laramie-Fox Hills aquifer groundwater as described in Section 37-90-103(10.5), C.R.S. Estimated Annual Amounts: Denver: 1.1 acre-feet; Arapahoe: 1.12 acre-feet; Laramie-Fox Hills: 0.71 acre-feet. Proposed Use: Domestic, commercial, industrial, irrigation, stockwatering, and augmentation purposes, on and off the Subject Property.Further, Applicant prays that this Court grant the application and for such other relief as seems proper in the premises. (4 pages). 15CW3161 (00CW264) CITY OF WESTMINSTER, Lee H. Johnson, Mason H. Brown, Carlson Hammond & Paddock, L.L.C., 1900 Grant Street, Suite 1200, Denver, Colorado 80203, Phone Number: (303) 861-9000, APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE CONDITIONAL WATER RIGHTS ABSOLUTE in ADAMS, JEFFERSON AND WELD COUNTIES. 1. Address of Applicant: City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80031, (303) 658-2400. 2. Name of Structures: The Manhart Ditch Exchange as described in the decree in Case No. 00CW264 and involving the following structures: A. The Manhart Ditch, located on the North Bank of Ralston Creek in the SW1/4, Section 12, Township 3 South, Range 69 West of the 6th P.M, in Jefferson County, Colorado. In addition, Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (494178 E, 4405876 N). B. The Church Ditch, (a.k.a. the Golden City and Ralston Creek Ditch) located: i. On the north bank of Clear Creek at a point in the NE1/4 of Section 32, Township 3 South, Range 70 West, Jefferson County, Colorado 1450 feet S69° 30'W from the northeast corner of said section. In addition, Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (478991 E, 4400296 N); and ii. On the north bank of Ralston Creek in Section 2, Township 3 South, Range 70 West, Jefferson County, Colorado at a point 445 feet South, 69° West from the center of said Section. In addition, Westminster provides the following coordinates to help further identify the relevant approximate location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (483268 E, 4407878 N). C. The Farmers’ High Line Canal located: i. On Clear Creek at a point described as follows:

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On the north bank of Clear Creek in the SW1/4 of Section 27, Township 3 South, Range 70 West, a short distance below the Ford Street Bridge across Clear Creek in the City of Golden, Jefferson County, Colorado. In addition, Westminster provides the following coordinates to help further identify the relevant location of the Farmers’ High Line Canal headgate on Clear Creek utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (481286 E, 4400999 N); and, ii. On the north bank of Ralston Creek at a point about 175 feet west of the point where said canal crosses Ralston Creek and near the center of the NW1/4 of Section 1, Township 3 South, Range 70 West, Jefferson County, Colorado; and, iii. At a point of the West or Upper Bank of the Farmers’ High Line Canal where said ditch crosses Leyden Creek below the embankment of Leyden Reservoir in the NE1/4 of Section 36, Township 2 South, Range 70 West. D. The Croke Canal located at points described as follows: i. On the north bank of Clear Creek in the NW1/4NE1/4 of Section 26, Township 3 South, Range 70 West, 6th P.M., Jefferson County, Colorado. In addition, Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (483408 E, 4402089 N); ii. At a point on Ralston Creek where the Croke Canal crosses Ralston Creek in Section 1, Township 3 South, Range 70 West, 6th P.M., Jefferson County, Colorado, at a point near the center of said Section 1. In addition, Westminster provides the following coordinates to help further identify the approximate relevant location on Ralston Creek utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (485135 E, 4407840 N); and, iii. On Leyden Creek at a point where the Croke Canal crosses Leyden Creek in the NW1/4 of Section 31, Township 2 South, Range 69 West, 6th P.M., Jefferson County, Colorado. 3. Description of conditional water rights: A. Manhart Ditch Exchange i. Date of Original Decree: December 15, 2009, Case No. 00CW264, District Court, Water Division No. 1. ii. Diligence Decree: N/A. iii. Legal Description: In Case No. 00CW264, Westminster obtained a decree for a conditional appropriative rights of exchange involving the exchange of water from the Manhart Ditch headgate located as described in paragraph 2.A., above, to the Church Ditch, located as described in paragraph 2.B., above, the Farmers’ High Line Canal, located as described in paragraph 2.C., above, and the Croke Canal, located as described in paragraph 2.D., above. iv. Source: Clear Creek, Ralston Creek and Leyden Creek, all tributary to the South Platte River. v. Appropriation Date: December 28, 2000, Case No. 00CW264. vi. Amount: Pursuant to the decree entered in Case No. 00CW264, Westminster’s Manhart Ditch Exchange is limited to specific monthly flow rates (in c.f.s.) as set forth in the table below:

April May June July August Sept. Oct.

c.f.s. 0.09 0.09 0.19 0.22 0.12 0.04 0.04

In accordance with the decree in Case No. 00CW264, these limitations are reflective of the amount of depletions which would have occurred during the irrigation season. As such, when Westminster is diverting by exchange subject to the monthly limitations set forth above, the required return flows are left in the stream and the resulting diversions by exchange are fully consumable. vii. Use: Augmentation and all beneficial uses of the municipal water system of Westminster, including but not limited to municipal, irrigation, domestic, commercial, industrial, recreation, and fish and wildlife, and the right to accomplish such uses through exchange and storage, or, replacement pursuant to a court decreed plan for augmentation or administratively approved substitute supply plan. viii. Remarks: For purposes of the Manhart Ditch Exchange originally adjudicated in Case No. 00CW264, Westminster no longer seeks diligence as to the conditionally decreed “exchange to” points on Leyden Creek, but fully intends to maintain diligence as to all other structures and diversion points associated with these exchanges on Clear Creek and Ralston Creek. 4. Detailed outline of what has been done toward completion of the appropriation and application to a beneficial use: A. During the diligence period, Westminster operated

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the Manhart Ditch Exchange in accordance with the requirements of the decree in Case No. 00CW264. Specifically, in August of 2015, 0.12 c.f.s. of water was diverted by exchange pursuant to the Manhart Ditch Exchange from the Manhart Ditch headgate to the Farmers’ High Line Canal headgate on Clear Creek and applied to beneficial use. Relevant accounting regarding the operation of this exchange is attached as Exhibit A. B. The Manhart Ditch Exchange decreed in Case No. 00CW264 is part of Westminster's Clear Creek Water Supply System, an integrated system under § 37-92-30 l(4)(b), C.R.S. During the diligence period, Westminster has continued the development of its Clear Creek Water Supply System. Activities have included, among other things: acquisition of additional interests in water on Clear Creek and its tributaries and the South Platte River; exercising conditional exchanges and making portions absolute or obtaining diligence decrees on the remaining conditional portions; completing negotiations on an amended contract for the construction of an additional storage vessel; completing negotiations on an intergovernmental agreement to minimize Jim Baker Reservoir facility impacts from regional transportation projects; construction and operation of an aeration system related to Jim Baker Reservoir; participation in Lower Clear Creek/Colorado Agricultural Ditch bifurcation structure project; and, participation in numerous Water Court cases for purposes of protecting, maintaining and developing Westminster's Water Supply System. Expenses associated with these activities were incurred during the diligence period. A map setting forth the general locations of relevant structures in Westminster’s Water Supply System is attached as Exhibit B. C. During the diligence period, Westminster continued to operate under the carriage agreement with the Farmers' High Line Canal and Reservoir Company for the use of excess capacity in the Farmers' High Line Canal. This agreement allows Westminster to carry additional water through the Farmers' High Line Canal, including water exchanged to the Farmers' High Line Canal in accordance with the decree in Case No. 00CW264. Westminster is contractually obligated to pay an annual fee for use of the Farmers' High Line Canal. Westminster has continually made these payments during the diligence period. D. During the diligence period, Westminster has also paid funds in the form of ditch assessments to the Church Ditch Water Authority, the Farmers' High Line Canal and Reservoir Company, FRICO, and the Manhart Ditch Company. Said funds have been used, in part, to maintain the ditches necessary for operation of the conditional exchanges. E. During the diligence period, Westminster has diligently operated its portfolio of water rights, including appropriative rights of exchange. Westminster has obtained or is in the process of obtaining decrees from the Water Court making portions of various other conditional exchanges absolute and obtaining findings of diligence as to its water right portfolio. Costs associated with these efforts have been incurred during the diligence period. F. During the diligence period, Westminster has participated in a number of water court proceedings in an effort, in part, to protect and maintain return flows to Big Dry Creek and the Clear Creek and South Platte River basins. Costs associated with these efforts were incurred during the diligence period. 5. If Claim to make Absolute in whole or part: In Case No. 00CW264, the Manhart Ditch Exchange was conditionally decreed for varying monthly flow rates, with a maximum flow rate of 0.22 c.f.s. During this diligence period, Westminster diverted 0.12 c.f.s. under the Manhart Ditch Exchange in August of 2015 and applied the exchanged water to beneficial use within the City of Westminster’s Municipal Water Supply System. This exchange occurred between the Manhart Ditch headgate and the Farmers’ High Line Canal headgate on Clear Creek. Westminster has therefore made 0.12 c.f.s. of the Manhart Ditch Exchange ABSOLUTE. The remaining 0.10 c.f.s. of the Manhart Ditch Exchange remains decreed CONDITIONAL. 6. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: The Manhart Ditch headgate, and the Church Ditch, Farmers’ High Line Canal and Croke Canal headgates on Clear Creek are all existing, not new structures. There is no need to modify said structures in order to accomplish the conditional exchanges. For purposes of the Manhart Ditch Exchange originally adjudicated in Case No. 00CW264, Westminster no longer seeks diligence as to the conditionally decreed “exchange to” points on Leyden Creek, but fully intends to maintain diligence as to all other structures and diversion points associated with these exchanges on Clear Creek and Ralston Creek. On information and belief, new or modified diversion structures from Ralston Creek may be located on lands owned by:

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Farmers’ High Line Canal and Reservoir Company, 725 Malley Drive, Northglenn, Colorado 80233; Farmers Reservoir and Irrigation Company, 80 South 27th Avenue, Brighton, Colorado 80601; City of Arvada, 8101 Ralston Road, Arvada, Colorado 80002. Additional notice by certified or register mail, as set forth in § 37-92-302(2)(b), C.R.S., will be provided to these entities. The remaining structures involved with the conditional exchanges are all existing, not new, diversion or storage structures. WHEREFORE, Westminster requests the Court to enter its decree and ruling as follows: A. To issue a finding that 0.12 c.f.s. of the Manhart Ditch Exchange has been made absolute by reason of operation of the exchange and application of the resulting water to decreed beneficial uses and a finding of reasonable diligence with respect to the remaining conditional amounts of the Manhart Ditch Exchange; B. In the alternative, to make a finding at Westminster has been reasonably diligent in the development of the Manhart Ditch Exchange originally adjudicated in Case No. 00CW264 and, and providing that a subsequent showing of diligence be made six years from the date of entry of a decree of diligence; and C. Any other ruling the Court deems appropriate in the above-captioned matter. 15CW3162 THE CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD, c/o Eric Reckentine, Deputy Director of Water Resources, 1100 10th Street, Suite 300, Greeley, Colorado 80631, eric.reckentine@greeleygov.com, (970) 350-9811; direct pleadings and future correspondence to Daniel J. Biwer, Greeley City Attorney’s Office, 1100 10th Street, Suite 401, Greeley, Colorado 80631, daniel.biwer@greeleygov.com, (970) 350-9291, and Zach C. Miller, Davis Graham & Stubbs LLP, 1550 Seventeenth Street, Suite 500, Denver, Colorado 80202, zach.miller@dgslaw.com, (303) 892-9400; APPLICATION FOR CHANGE OF CONDITIONAL WATER RIGHTS IN LARIMER COUNTY. 2. Decreed water rights for which change is sought. a. Rockwell Reservoir i. Date of Original and Subsequent Decrees: The original decree for the Rockwell Reservoir conditional water storage right was entered by the District Court, Water Division No. 1 on August 29, 1978 in Case No. W-8675. Diligence decrees were subsequently entered in Case Nos. 82CW294, 86CW224, 98CW242, 06CW64, and 12CW191. ii. Legal Description of the Structure: The proposed dam is to be located in the SE1/4 of the SE1/4 of Section 25, Township 8 North, Range 73 West, of the 6th P.M. in Larimer County, Colorado. The crest of the dam will be approximately 1,000 feet long, and the axis of the dam will be West from a point 200 feet North and 200 feet West of the SE corner of Section 25. iii. Source: The South Fork of the Cache la Poudre River, tributary to the Cache la Poudre and South Platte Rivers. iv. Appropriation Date: October 31, 1951. v. Total Amount Decreed to Structure: 4,900 acre-feet, conditional. vi. Decreed Uses: Municipal, industrial, and agricultural purposes. vii. Amount of Water that Applicant Intends to Change: 4,900 acre-feet. viii. Historic Use: This is still a conditional water right; there has been no historic use. b. Rockwell Reservoir Exchanges i. Date of Original and Subsequent Decrees: The original decree for the Rockwell Reservoir conditional appropriative rights of exchange was entered by the District Court, Water Division No. 1 on November 21, 1979 in Case No. W-9385-78. Diligence decrees were subsequently entered in Case Nos. 83CW321, 87CW190, 98CW243, 06CW64, and 12CW191. ii. Legal Description of the Structure: The proposed dam is to be located in the SE1/4 of the SE1/4 of Section 25, Township 8 North, Range 73 West, of the 6th P.M. in Larimer County, Colorado. The crest of the dam will be approximately 1,000 feet long, and the axis of the dam will be West from a point 200 feet North and 200 feet West of the SE corner of Section 25. iii. Appropriation Date: October 31, 1951. iv. Total Amount Decreed to Structure: 4,900 acre-feet, conditional. v. Decreed Uses: Municipal, industrial, and agricultural purposes. vi. In order to fill Rockwell Reservoir to its decreed capacity in some years, it may be necessary to use water exchanges with other reservoirs and ditches. The reservoirs and ditches were set forth in the W-9385-78 decree on November 21, 1979, and are as follows. a) North Poudre No. 6 Reservoir b) Halligan Reservoir c) Fossil Creek Reservoir d) Cobb Lake Reservoir e) Cameron Ditch f) Michigan Ditch g) Douglas Reservoir h) Reservoir No. 8 and No. 8 Annex i) Barnes Meadow Reservoir j) Peterson Reservoir k) Seaman Reservoir l) Claymore Lake m) Chambers Lake n) Long Draw Reservoir o) Long Pond Reservoir p) Terry Lake Reservoir q) Windsor Reservoir r) Gray Lakes s) Grand River Ditch t) Skyline Ditch u) Laramie-Poudre Tunnel v) Wilson Supply Ditch w) Worster Reservoir x) Timnath Reservoir y) Horsetooth Reservoir z)

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Lindenmeier Lake aa) Joe Wright Reservoir vii. Amount of Water that Applicant Intends to Change: 4,900 acre-feet. viii. Historic Use: These are still conditional water rights; there has been no historic use. 3. Detailed description of proposed change. a. Applicant is actively exploring available measures to mitigate any potential impacts that might result from the planned expansion and construction, respectively, by Applicant of two separate water storage facilities within the Cache La Poudre River basin. Accordingly, as a potential mitigation measure, Applicant proposes to designate Milton Seaman Reservoir, as it now exists or is hereafter enlarged, as an alternate place of storage for the Rockwell Reservoir conditional storage right. See, e.g., City of Thornton v. Clear Creek Water Users Alliance, 859 P.2d 1348 (Colo. 1993). The proposed alternate place of storage is shown on the location map attached hereto as Exhibit A. i. Legal Description of the Structure and Proposed Enlargement: Sections 33 and 28, Township 9 North, Range 70 West of the 6th P.M. The Milton Seaman Reservoir Dam is presently located in the SW1/4, NE1/4 and SE1/4, NW1/4 of Section 33, Township 9 North, Range 70 West of the 6th P.M., taking its supply of water from the North Fork of the Cache la Poudre River and its tributaries originating upstream of the Milton Seaman Dam. ii. Reservoir Storage Capacity: 53,000 acre-feet. b. In conjunction with the change described in Paragraph 3.a. above, Applicant proposes to add Milton Seaman Reservoir as an exchange-to point for each of the Rockwell Reservoir Exchanges with the following structures. i. North Poudre No. 6 Reservoir ii. Fossil Creek Reservoir iii. Cobb Lake Reservoir iv. Cameron Ditch v. Douglas Reservoir vi. Reservoir No. 8 and No. 8 Annex vii. Barnes Meadow Reservoir viii. Peterson Reservoir ix. Chambers Lake x. Long Draw Reservoir xi. Long Pond Reservoir xii. Terry Lake Reservoir xiii. Windsor Reservoir xiv. Grand River Ditch xv. Skyline Ditch xvi. Laramie-Poudre Tunnel xvii. Timnath Reservoir c. The total amount of water available for storage under the Rockwell Reservoir conditional storage right and Rockwell Reservoir Exchanges will be limited to the amount of water physically and legally available to Greeley at the locations of storage and exchange originally decreed in Case Nos. W-8675 and W-9385-78. d. Applicant does not propose to enlarge, expand, or increase the quantity of the Rockwell Reservoir conditional storage right or the Rockwell Reservoir Exchanges, and Applicant does not propose to change the types or place of use decreed for the subject water rights. 4. Names and addresses of owners of land upon which a new diversion or storage structure, or modification to an existing diversion or storage structure, is or may be constructed or upon which water is or may be stored. a. United States of America, General Delivery, Washington, DC 20410 b. United States Forest Service, 2150 Centre Avenue, Building E, Fort Collins, CO 80526-8119 c. United States Department of Agriculture, Forest Service, Inspector General, 2850 McClelland Drive, Fort Collins, CO 80525 d. State Board of Land Commissioners, 1127 Sherman Street, Suite 300, Denver, CO 80203 e. City of Fort Collins Water Department, P.O. Box 580, Fort Collins, CO 80522 f. State of Colorado, Department of Natural Resources, 6060 Broadway, Denver, CO 80216 g. James R. Kahn, 6065 Obenchain Road, Laporte, CO 80535 h. Overview Business Holdings, LLC, 379 State Route 34, Locke, NY 13092 i. Linda A. McMurry Trust and Murry R. McMurry Trust, 3673 Bradford Street NE, Grand Rapids, MI 49525 j. Colorado State University, State School Land Board of Land Commissioners, 1313 Sherman Street, Denver, CO 80203. The above landowners will be notified of this application within fourteen (14) days after the date of filing. [8 pages]. 15CW3163 CITY OF GREELEY, ACTING BY AND THROUGH ITS WATER AND SEWER BOARD (“Greeley”), c/o Eric Reckentine, Deputy Director Water Resources, 1100 10th Street, Suite 300, Greeley, CO 80631, eric.reckentine@greeleygov.com, phone: 970 350-9811; Attorneys: Andrew B. Nicewicz, Greeley City Attorney’s Office, 1100 10th Street, Suite 401, Greeley, Colorado 80631, phone: (970) 350-9757; and James S. Witwer and Douglas M. Sinor, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203, phone: (303) 861-1963. APPLICATION FOR CHANGE OF WATER RIGHTS, IN LARIMER AND WELD COUNTIES, COLORADO. 1. Name, mailing address, email address, and telephone number of applicant: See above. 2. Purpose of application: This application seeks to change the use of water rights attributable to 77.8 shares of stock owned by Greeley in the Greeley Irrigation Company (“GIC”) to add municipal and all related uses. Greeley proposes to change its water rights in accordance with the findings and terms and

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conditions of the decree entered for the Poudre Prairie Mutual Reservoir and Irrigation Company in Case No. 96CW658 on June 15, 1998, which involved a ditch-wide analysis of the GIC water rights. APPLICATION FOR CHANGE OF WATER RIGHTS 3. Decreed Water Rights for Which Change Is Sought: a. Name of Structures: Greeley Canal No. 3 (“Canal No. 3”) and Fossil Creek Reservoir. The water rights that are the subject of this application are represented by Greeley’s ownership of 77.8 of the 519.7 outstanding shares of stock in the GIC. GIC owns a 5/8 interest in the water rights decreed to the Canal No. 3. The remaining 3/8 interest in the water rights decreed to Canal No. 3 is owned by Greeley and is not the subject of this application. b. Information from Previous Decrees, Including Amounts and Appropriation Dates: 1) A decree was entered in Civil Action No. 320 in the District Court, Larimer County, Colorado, on April 11, 1882. The source of water is the Cache la Poudre River. The decreed use is for irrigation and domestic purposes with the following appropriation dates and amounts:

Priority Appropriation Date Amount (c.f.s) Original Constr.(Priority No. 35) 4/1/1870 52.00 First Enlargement (Priority No. 46) 10/1/1871 41.00 Second Enlargement (Priority No. 50) 7/15/1872 63.13 Third Enlargement (Priority No. 58) 5/15/1873 16.67

Canal No. 3 and the above water rights are jointly owned, with 5/8 interest belonging to the GIC and 3/8 interest belonging to Greeley. 2) The GIC also owns 60 preferred rights in Fossil Creek Reservoir. Fossil Creek Reservoir was decreed in Civil Action No. 1591 in the District Court of Larimer County, Colorado, on December 4, 1909, Civil Action No. 2031 in the District Court of Larimer County, Colorado, on April 22, 1922, and Civil Action No. 11217 in the District Court of Larimer County, Colorado, on September 10, 1953. Fossil Creek Reservoir stores water from the Cache la Poudre River. The water rights decreed to Fossil Creek Reservoir are as follows:

3) A decree was entered in Case No. 1996CW658 on June 15, 1998 (hereinafter the “Poudre Prairie Decree”) that quantified the consumptive use of the GIC water rights on a ditch-wide basis. The Poudre Prairie Decree changed 67.75 shares of the GIC for multiple uses including augmentation, replacement, exchange, irrigation, domestic, commercial, industrial, fire protection, water of livestock, recreational, piscatorial, and wildlife propagation. 4) Relying on the ditch-wide analysis used in the Poudre Prairie Decree, Greeley previously changed 47.32 GIC shares in Case No. 1999CW232, decreed June 29, 2004 in Weld County District Court, Colorado, Water Division 1. c. Legal Description of Structures: The decreed location of the Canal No. 3 headgate is on the south side of the Cache la Poudre River in the Southeast quarter of Section 32, Township 6 North, Range 66 West, at a point 35 degrees 30 minutes West from the Southeast corner of said Section 32. Fossil Creek Reservoir’s decreed location is in parts of Sections 9, 10, 15, 16, and 17, Township 6 North, Range 68 West, 6th P.M., Larimer County. d. Decreed Source of Water: 1) Canal No. 3: Cache la Poudre River. 2) Fossil Creek Reservoir: Cache la Poudre River and Fossil Creek, Box Elder Creek, and Cooper and Ames Sloughs, tributaries of the Cache la Poudre River, diverted in part through feeder ditches decreed in the Revised Final Findings and Decree in Civil Action No. 1591. 4. Proposed Change: Greeley proposes to change the type, place, and manner of use of the water rights attributable to its 77.8 GIC shares. No change in the point of diversion is requested herein. Greeley seeks the right to use the water rights by direct use, storage, or exchange. Pursuant to GIC’s

Priority Appropriation Date Amount (AF) Adj. Date-Case No.

Original Construction (Priority No. 40) 3/5/1901 12,052

10/28/1909 C.A. No. 1591

First Enlargement (Priority No. 66) 6/1/1904 1,545

4/22/1922 C.A. No. 2031

Second Filling (Refill Priority No. 136E) 3/5/1901 12,052

9/10/1953 C.A. No. 11217

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bylaws, the GIC Board of Directors has approved the change of use of water rights requested herein. A description of the shares Greeley is changing in this case is attached to the application as Exhibit A. The Poudre Prairie Decree quantified and decreed the historical use of the GIC water rights based on a study period of 1950 through 1979. This period encompassed wet years, dry years, and years of average supply. The Court determined that, during the study period, the average annual diversion of the GIC direct flow water rights was 11,400 acre-feet and the acreage irrigated with the GIC water rights was on average 3,501 acres. The average historical consumptive use per year per GIC share was 10.31 acre-feet. The average historical consumptive use per year for Greeley’s 77.8 shares is therefore 802.12 acre-feet. The Poudre Prairie Decree quantified the GIC water rights based on a ditch-wide analysis and provided that other owners of shares in the GIC system may rely on the findings made in that decree regarding historical consumptive use, amount and location of use, and dried-up historically irrigated acreage and related matters determined therein in any future applications for change of the subject water rights reflected by GIC shares. Those determinations shall be res judicata in the absence of a showing of subsequent events which were not addressed by the Court therein and which are germane to the question of injury. There have been no subsequent events since the ditch-wide analysis was completed, which were not considered by the Court at the time the Poudre Prairie Decree was entered, that would result in injury. Following continued diversions of the water rights into Canal No. 3 at the original point of diversion, Greeley will use the water for the alternate types and places of use described in Paragraph 4(a) and (b) hereof, and will re-divert the water rights for the alternate types and places of use at the points of re-diversion described in Paragraph 4(c) hereof. a. Alternate Types of Use: In addition to the originally decreed uses, Greeley will use the water rights for all municipal purposes, including but not limited to domestic, irrigation, watering of lawns, parks, and grounds, commercial, industrial, mechanical, manufacturing, fire protection, sewage treatment, power generation, street sprinkling, recreational, fish and wildlife propagation, replacement of lake and reservoir evaporation, exchange (including further exchange within Greeley’s system and with other water users), maintenance of adequate storage reserves, maintenance of historical return flows as required by judicial or administrative order, wetlands maintenance, environmental mitigation and restoration, and replacement, augmentation, or substitution, by direct use or exchange or by storage and subsequent release. Greeley seeks the right to fully consume, whether by direct use, storage and subsequent release, reuse, successive use, further exchange, or disposition, all water associated with the subject shares that remains after the required return flow obligations have been met. Greeley may use, reuse, and successively use water from the 77.8 shares by exchange pursuant to, but not limited to, the rights of substitution and exchange, including storage, decreed in Case Nos. 1999CW231, 1999CW234, and 2005CW326. b. Alternate Places of Use: The water will be used by Greeley within Greeley’s existing or future service area, including, without limitation, use of the subject shares for irrigation of lands within such service area not historically irrigated by such rights, or by other water users in the South Platte River Basin to whom Greeley may lease or otherwise dispose of the water. c. Points of Downstream Re-Diversion and Storage: Under the proposed change, water from the 77.8 shares will continue to be diverted through the Canal No. 3 headgate. Following delivery through the Canal No. 3 headgate, the 77.8 shares may be released to the Cache la Poudre River at structures located on the Canal No. 3 including the F-Street Release Structure, the 23rd Avenue Release Structure, the 35th Avenue Release Structure, and the 16th Street Return Structure. Greeley claims the right to re-divert the water from the 77.8 GIC shares at downstream points of re-diversion and storage, including, without limitation, the points listed below. Greeley acknowledges that the entry of any decree in this case shall not grant any rights to Greeley to divert water at structures in which Greeley currently has no ownership interest or other right to use. Prior to use of any such structures, Greeley shall obtain the necessary use rights from the owners or controllers of the structures. 1) Boyd and Freeman Ditch headgate, the decreed location for which is on the South side of the Cache la Poudre River in Section 34, Township 6 North, Range 66 West, 6th P.M. 2) Ogilvy Canal headgate, which is located on the north bank of the Cache la Poudre River in the SE1/4 of the SW1/4 of Section 4, Township 5 North, Range 65 West, 6th P.M. 3) 8th Street Reservoir: to be constructed in parts of the N1/2 of the SE1/4 of the SW1/4, the S1/2 of the NE1/4 of the SW1/4, the N1/2 of the SW1/4 of the SE1/4 and the S1/2 of the NW1/4 of

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the SE1/4 all in Section 4, Township 5 North, Range 65 West, 6th P.M, as described in Case No. 1999CW234. 4) Flatiron Reservoir Nos. 1-5: Flatiron Reservoir Nos. 1 and 2 are constructed and Flatiron Reservoir Nos. 3-5 are to be constructed in parts of Section 36, Township 6 North, Range 66 West, 6th P.M., as described in Case No. 1999CW234. 5) F Street Reservoir: to be constructed in parts of the NE1/4 of the SE1/4 and the portion of land lying south of the railroad in the SE1/4 of the NE1/4 all in Section 34, Township 6 North, Range 66 West, 6th P.M., as described in Case No. 1999CW234. 6) Such other places of storage that Greeley may acquire a right to store water, including without limitation, 35th Avenue Reservoir, more particularly described in Case No. 1998CW476, decreed in Weld County District Court, Water Division 1. 5. Return Flows: a. Greeley will replace the historical return flow obligations for the changed shares, which include both a surface and subsurface component. Greeley intends to use the methodology decreed in the Poudre Prairie Decree to determine the surface and subsurface return flow obligations for the changed shares. Greeley will maintain the historical return flows with water attributable to changed GIC shares and other water rights owned or controlled by Greeley that are legally available for such use. b. Greeley claims an appropriative right to use the historical return flows for the uses described above. Therefore, Greeley will maintain the historical return flows attributable to the changed shares only at times when there is a downstream call senior to the priority of this appropriation. Greeley claims the right to fully consume for the uses described above any water attributable to the 77.8 shares not required to replace historical return flows. 1) Date of appropriation: April 16, 2014. 2) How appropriation was initiated: By formation of the requisite intent to appropriate together with overt acts manifesting such intent, including but not limited to, acquisition of the 77.8 shares, passage of a resolution by the Greeley Water and Sewer Board confirming the intent to appropriate, and engineering studies related to the claimed appropriation. 6. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: a. Greeley Canal No. 3: Applicant and Greeley Irrigation Company, P.O. Box 445, Greeley, CO 80632. b. Boyd and Freeman Ditch: Boyd Irrigation Company, 1100 10th Street, Suite 300, Greeley, CO 80631. c. Ogilvy Canal: Ogilvy Irrigating and Land Company, c/o Don Wacker, 28639 Weld County Road 58 1/2, Greeley, CO 80631. d. Flatiron Reservoir Nos. 1-5: Applicant. e. F Street Reservoir: Applicant. f. 8th Street Reservoir: Greeley Urban Renewal Authority, 1100 10th Street, Suite 201, Greeley, CO 80631; and Leprino Foods Company, 1830 W. 38th Ave., Denver, CO 80211-2200. g. 35th Avenue Reservoir: Martin Marietta Materials Inc., c/o Braden Tax Management; P.O. Box 8040, Fort Wayne, IN 46898. (8 pages)

15CW3164 Town of Milliken, Town Administrator, 1101 Broad Street, P. O. Box 290, Milliken, Colorado 80543 c/o Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO, 80534 (970)622-8181. APPLICATION FOR CHANGE OF WATER RIGHT-CORRECTION OF WELL LOCATION IN WELD COUNTY. 2. Decreed Water Right to be Changed/Corrected. Milliken Well No. 3-59961FR (WDID 405660). 2.1. Decreed in Case No. 02CW339. 2.2. Location. In the NW1/4 of the NW1/4, Section 14, Township 4 North, Range 67 West of the 6th P.M., Weld County Colorado approximately 317 feet south and 997 feet east from the northeast corner of said section. 2.3. Appropriation. December 11, 2002. 2.4. Amount. 1000 g.p.m., conditional. 2.5. Source. Groundwater tributary to the Big Thompson River. 2.6. Use. Town of Milliken Well No. 3 will be used for all Municipal Uses within the Town of Milliken Service Area as it now exists or may exist in the future. The well has also been decreed augmentation use in Case No. 15CW3004. 3. Proposed Change/Correction. The actual location of Milliken Well No. 3- 59961FR is in the NW1/4 of the NW1/4, Section 14, Township 4 North, Range 67 West of the 6th P.M., Weld County Colorado approximately 95 feet south and 1064 feet east from the northwest corner of said section. The Glover parameters decreed in Case No. 02CW339 are W-11,005 feet, T-50,000 gpd/ft, S-0.02 and X 9,620 feet and will remain the same because the Glover parameters were based on the actual location of the well as

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shown in Map 2, an Exhibit to the decree in Case No. 02CW339. 4. Names and Addresses of Owners of the Structures: All structures are owned by Milliken.

15CW3165 A&W Water Service, Inc. (“A&W”), P.O. Box 287, Fort Lupton, Colorado 80621. Telephone: 303-659-6523. Application for Finding of Reasonable Diligence and to Make Absolute, in WELD COUNTY. Please send future correspondence and pleadings to: Kelly Custer, Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Ste. 1, Johnstown, CO 80534. 2. Original Decree: The conditional water rights described in ¶¶3-8 were originally decreed in Case No. 05CW40, Water Court, Water Division No. 1, December 18, 2009. SURFACE WATER RIGHTS. 3. Name of Structure: A&W Recharge Project, Farmers Independent Ditch. 3.1 Legal Description: Legal description of point of diversion: The headgate of the Farmers Independent Ditch in the SW1/4 of the SW1/4, Section 19, Township 3 North, Range 66 West, 6th P.M., Weld County, Colorado. 3.2 Sources: South Platte River. 3.3 Dates of Appropriation: October 8, 2004. 3.4 Amount: 10 cfs, conditional 3.5 Use: Augmentation, replacement, aquifer recharge, and exchange uses in the Plan for Augmentation, changes of water rights and exchanges approved in this decree. Applicant claims the use, reuse, and successive use of the water diverted to extinction, either directly or by exchange, as decreed in this decree. 3.6 Description of recharge: Water is diverted at the point described in Paragraph 2.1 and is delivered to recharge ponds and allowed to percolate from the ponds into the underground aquifer for Applicant’s stated beneficial uses. The following initial recharge ponds have been constructed. The West Pond and East Pond described below are connected by a 20“-diameter pipe and are operated and accounted for as a single pond with respect to deliveries of water and calculation of recharge accretions. 3.6.1. West Pond. Located approximately 1,343 feet west of the east section line and 1,625 feet south of the north section line of Section 31, Township 4 North, Range 66 West, 6th P.M., Weld County, Colorado. Surface area: 4.3 acres. Capacity: 28 acre feet. 3.6.2. East Pond. Located approximately 1,325 feet west of the east section line and 1,975 feet south of the north section line of Section 31, Township 4 North, Range 66 West, 6th P.M., Weld County, Colorado. Surface area: 9.4 acres. Capacity: 43 acre feet. 4. Name of Structure: Wright Recharge Project, Lupton Bottom Ditch. 4.1 Legal description of point of diversion: The headgate of the Lupton Bottom Ditch in the NW1/4 of the SW1/4, Section 19, Township 1 North, Range 66 West, 6th P.M., Weld County, Colorado. 4.2 Source: South Platte River. 4.3 Date of appropriation: November 11, 2004. 4.4 Amount: 2 c.f.s., conditional. 4.5 Use: Augmentation, replacement, aquifer recharge, and exchange uses in the Plan for Augmentation, changes of water rights and exchanges approved in this decree. Applicant claims the use, reuse, and successive use of the water diverted to extinction, either directly or by exchange, as decreed in this decree. 4.6 Description of recharge: Water is diverted at the point described in Paragraph 3.1 and is delivered to recharge ponds and allowed to percolate from the ponds into the underground aquifer for Applicant’s stated beneficial uses. The Wright Recharge Pond, described below, has been constructed. 4.6.1. Wright Recharge Pond: Located approximately 865 feet west of the east section line and 1636 feet north of the south section line, Section 1, Township 1 North, Range 67 West, 6th P.M., Weld County, Colorado. Surface area: 1 acres. Capacity: 2.3 acre feet. GROUND WATER RIGHTS 5. Name of Structure: Well No. 66220-F (now Well No. 76273-F) 5.1. Location: 1775 feet west of the east section line, and 2342 feet south of the north section line, SW1/4 NE1/4 of Section 31, Township 4 North, Range 66 West, 6th P.M., Weld County, Colorado. 5.2. Source: Ground water tributary to the South Platte River. 5.3. Date of appropriation: October 8, 2004. 5.4 Amount: 0.44 c.f.s., absolute, 1.79 c.f.s., conditional, 650 AF per year in conjunction with Well No. 66221-F. 5.5. Uses: commercial and industrial. 5.6. Date water was placed to beneficial use in the amount claimed as absolute: October 2008. 6. Name of Structure: Well No. 66221-F (now Well No. 76274-F) 6.1 Location: 1807 feet west of the east section line, and 2535 feet south of the north section line, SW1/4 NE1/4 of Section 31, Township 4 North, Range 66 West, 6th P.M., Weld County, Colorado. 6.2 Source: Ground water tributary to the South Platte River. 6.3 Date of appropriation: October 8, 2004. 6.4 Amount: 0.28 c.f.s., absolute, 1.92 c.f.s., conditional, 650 AF per year in conjunction with Well No. 66220-F. 6.5 Uses: commercial and industrial. 6.6 Date water was placed to beneficial use in the amount claimed as absolute: July 2008. APPROPRIATIVE RIGHTS OF

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EXCHANGE 7. Name of Structure: Exchange to the Lupton Bottom Ditch headgate. 7.1 Legal description of point of diversion: The headgate of the Lupton Bottom Ditch in the NW1/4 of the SW1/4, Section 19, Township 1 North, Range 66 West, 6th P.M., Weld County, Colorado. 7.2 Description of the Reach of the Exchange. From a downstream point on the South Platte River in the SW1/4 of the NW1/4 of Section 25, Township 4 North, Range 67 West, 6th P.M., Weld County, Colorado (the location where recharged water accrues to the South Platte River, as described in Paragraph 16.1) to an upstream point at the river headgate of the Lupton Bottom Ditch described above. 7.3 Appropriation Date: February 28, 2005. 7.4 Amount: 2 c.f.s., conditional. 7.5 Use. Augmentation, replacement, aquifer recharge, and exchange for the uses approved in this decree. 8. Name of Structure: Exchange to the Farmers Independent Ditch headgate. 8.1 Legal Description of Point of Diversion. Legal description of point of diversion: The headgate of the Farmers Independent Ditch in the SW1/4 of the SW1/4, Section 19, Township 3 North, Range 66 West, 6th P.M., Weld County, Colorado. 8.2 Description of the Reach of the Exchange. From a downstream point on the South Platte River in the SW1/4 of the NW1/4 of Section 25, Township 4 North, Range 67 West, 6th P.M., Weld County, Colorado (the location where recharged water accrues to the South Platte River, as described in Paragraph 16.1) to an upstream point at the river headgate of the Farmers Independent Ditch headgate described above. 8.3. Appropriation Date: February 28, 2005. 8.4. Amount: 10 c.f.s., conditional. 8.5. Use. Augmentation, replacement, aquifer recharge, and exchange for the uses approved in this decree. 9. Detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: During the diligence period, Applicant diverted water and placed it to beneficial use in accordance with the decreed uses. The claims to make water rights absolute are further described in ¶10. In addition, Applicant obtained well permits 76273-F and 76274-F, operated and maintained the wells, maintained the property on which the wells and recharge ponds are located, obtained an agreement with the Farmers Independent Ditch Company (FIDCO) for carriage of water for recharge, paid assessments on its FIDCO shares, and performed other work on its integrated system of water rights. The expenses incurred under these categories exceeded $150,000, with additional amounts spent on attorney fees. 10. Claims to make absolute in whole and in part: 10.1. A&W Recharge Project, Farmers Independent Ditch. 10.1.1. Date water applied to beneficial use: October 28, 2015. 10.1.2. Amount: 10 cfs, absolute. The water right has been completed by diversion and placement of water to beneficial use, and no amount remains conditional. 10.1.3. Use: The water was diverted at the headgate of the Farmers Independent Ditch and delivered to Applicant’s recharge ponds for recharge, augmentation, and replacement uses. Applicant obtained a written agreement from the Farmers Independent Ditch Company for use of the Ditch to carry this water. 10.2. Well No. 76273-F. 10.2.1. Dates water applied to beneficial use: Water has been diverted and placed to beneficial use in every year of the diligence period. 10.2.2 Amount: The maximum amount diverted and used in a calendar year was 623.3 acre-feet, combined with Well No. 76274-F, which occurred in 2012. The maximum pumping rate was 1.78 cfs (800 gpm), which occurred in 2015. The amounts remaining conditional are 26.7 acre-feet per year, combined with Well No. 76274-F, and flow rate 0.45 cfs. 10.2.3. Use: Commercial and industrial. 10.3. Well No. 76274-F. 10.3.1. Date water applied to beneficial use: Water has been diverted and placed to beneficial use in every year of the diligence period. 10.3.2. Amount: The maximum amount diverted and used in a calendar year was 623.3 acre-feet, combined with Well No. 76273-F, which occurred in 2012. The maximum pumping rate was 2 cfs (900 gpm), which occurred in 2015. The amounts remaining conditional are 26.7 acre-feet per year, combined with Well No. 76273-F, and flow rate 0.2 cfs. 10.3.3. Use: Commercial and industrial. 11. Abandonment of water rights: Applicant no longer intends to develop the water rights for the Wright Recharge Project described in ¶4 above nor the Exchange to the Lupton Bottom Ditch headgate described in ¶7 above. The decree sought in this case will state that these two water rights are terminated. 12. Names(s) and address(es) of owner(s) or reputed owners of the lands upon which structures listed above are located. Applicant owns the lands on which Well Nos. 76273-F and 76274-F, and the A&W Recharge Project ponds are located. The Farmers Independent Ditch is owned by the Farmers Independent Ditch Company, c/o Ron Otto, P.O. Box 1371, Greeley, CO 80632. The Lupton Bottom Ditch is owned by Lupton Bottom Ditch Company

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and Lupton Meadows Ditch Company, 25 South 4th Avenue, Brighton, CO 80601. Wherefore, Applicant requests the court to enter a decree finding that Applicant has been diligent in the development of the water rights, that the water rights have been made absolute in the amounts claimed, continuing the remaining water rights as conditional, and such other and further relief as the court finds just. 6 pages. 15CW3166 THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF CLEAR CREEK, c/o Berten R. Weaver, Water Resources Manager, P.O. Box 2000, Georgetown, CO 80444. Please direct all correspondence concerning this Application to: Paul Zilis, Esq., Aaron Ladd, Esq., and Andrea Kehrl, Esq., Vranesh and Raisch, LLP, 1720 14th St., Suite 200, Boulder, CO 80302. APPLICATION FOR ABSOLUTE SURFACE WATER RIGHT IN CLEAR CREEK COUNTY. 2. Name of structure: Game Check Infiltration Gallery (Surface Diversion). 3. Location information: The Game Check Infiltration Gallery is located on the north bank of Clear Creek in the NW1/4, SW1/4, Sec. 32, T3S, R72W, 6th P.M. at a point approximately 1,060 feet east of the West section line and 1,460 feet north of the South section line of said Sec. 32. Distances from section lines were measured electronically using ArcGIS. The UTM GPS coordinates are Northing 4399329, Easting 459299, UTM13, NAD83. The diversion point is shown on the map attached to the Application as Exhibit A. 4. Source: Clear Creek. 5. A. Date of appropriation: June 23, 2015. B. How appropriation was initiated: By construction of the Game Check Infiltration Gallery system, which consists of an infiltration gallery, pump station and drip and sprinkler irrigation system for irrigation of native vegetation and trees planted at Game Check Park, which park was constructed in 2015. C. Date water applied to beneficial use: Water was first diverted in priority at a rate of 55 gallons per minute and applied to the beneficial uses described herein on October 29, 2015. Diversion records of such use are attached to the Application as Exhibit B. 6. Amount claimed: A maximum diversion rate of 55 gallons per minute, ABSOLUTE, up to 3.0 acre-feet per year. The subject water right was made absolute by pumping water in priority and applying the water to the beneficial uses described in this application. 7. List of uses: Irrigation of native vegetation and trees located at the recently constructed Game Check Park by use of a drip and sprinkler irrigation system, initially to establish native vegetation and subsequently on an as-needed basis to maintain such native vegetation. Once the native vegetation is fully established, the County intends to divert only enough water to maintain the native vegetation at Game Check Park, and as a result, the County may not need to irrigate the vegetation in some years. Game Check Park was constructed by Clear Creek County and CDOT as partial mitigation for I-70 construction. A. Number of acres irrigated: A maximum of 2.14 irrigated acres of native vegetation and trees using an existing drip and sprinkler irrigation system within the Game Check Park, which park is shown on Exhibit A to the Application. Said irrigated acreage is located in the southwest quarter of Section 32, T3S, R72W, 6th P.M., north of Clear Creek and south of I-70. Said irrigated acreage is not irrigated under another water right. B. If non-irrigation, describe purpose fully: Not applicable. 8. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new or existing diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. 9. Remarks or any other pertinent information: Applicant is also pursuing the inclusion of the Game Check Park Infiltration Gallery into its basin-wide augmentation plan decreed in Case No. 05CW302 to allow out of priority diversions in addition to diversions under the water right subject hereto. (3 Pages) 15CW3167, Colorado Water Conservation Board (“CWCB”), 1313 Sherman Street, Suite 718, Denver, CO 80203. Telephone: (303) 866-3441. Please direct all future correspondence and pleadings regarding this Application to: Derek L. Turner, Assistant Attorney General, Natural Resources and Environment Section, Colorado Department of Law, 1300 Broadway, 7th Floor, Denver, CO 80203. Telephone: (720) 508-6306. E-mail: derek.turner@coag.gov. APPLICATION FOR INSTREAM FLOW WATER RIGHTS TO PRESERVE THE NATURAL ENVIRONMENT TO A REASONABLE DEGREE IN LARIMER COUNTY, COLORADO. 2. Name of water right: Spottlewood Creek Instream Flow Water Right; 3. Legal Description: Spottlewood Creek Instream Flow Water Right is located in the natural stream channel of Spottlewood Creek from a point located at UTM Northing 4537937.85 and UTM Easting 495521.89 to a point located at UTM Northing 4534887.62 and UTM

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Easting 498663.70, a distance of approximately 3.53 miles. This segment of Spottlewood Creek can be located on the Round Butte U.S.G.S. quadrangle. A map depicting the approximate location of the Spottlewood Creek Instream Flow Water Right reach is attached hereto as Exhibit 1. A. Upstream Terminus: A point located at: 1. UTM: Northing: 4537937.85; Easting: 495521.89 (NAD 1983 Zone 13 North). 2. Lat/Long: latitude 40° 59’ 33.39”N and longitude 105° 03’ 11.67”W. B. Downstream Terminus: A point located at: 1. UTM: Northing: 4534887.62; Easting: 498663.70 (NAD 1983 Zone 13 North). 2. Lat/Long: latitude 40° 57’ 54.51”N and longitude 105° 00’ 57.17”W. C. The Universal Transverse Mercator (UTM) of the upstream and downstream termini will be used as the legal description for the decree in this matter. The Lat/Long coordinates are provided as cross-reference locations only. The UTM and Lat/Long locations for the upstream and downstream termini were derived from CWCB GIS using the National Hydrography Dataset (NHD). 4. Source: Spottlewood Creek, tributary to Coal Creek, tributary to the Cache La Poudre River, tributary to the South Platte River. 5. A. Date of initiation of appropriation: January 26, 2015. B. How appropriation was initiated: Appropriation and beneficial use occurred on January 26, 2015, by the action of the CWCB pursuant to sections 37-92-102(3) and (4) and 37-92-103(3), (4) and (10), C.R.S. (2015). C. Date applied to beneficial use: January 26, 2015. 6. Amount of water claimed: Instream flow of 0.1 cfs (1/1-12/31), absolute; 7. Proposed Uses: Instream flow to preserve the natural environment to a reasonable degree. 8. Names and addresses of owners or reputed owners of the land upon which any new or existing diversion structure will be located: The notice required by section 37-92-302(2)(b), C.R.S. (2015), to the owners or reputed owners of the land upon which any new or existing diversion or storage structure is or will be constructed is not applicable in this case. This Application is for instream flow water rights, exclusive to the CWCB under the provisions of section 37-92-102(3), C.R.S. (2015). As an instream flow water right, the CWCB’s appropriation does not require diversion structures or storage. See Colo. River Water Conservation Dist. V. Colo. Water Conservation Bd., 594 P.2d 570, 572 (Colo. 1979); § 37-92-103(4)(c), C.R.S. (2015). As a surface water right, the CWCB’s appropriation of instream flow water rights does not involve construction of a well. 9. Remarks: This appropriation by the CWCB, on behalf of the people of the State of Colorado, are made pursuant to sections 37-92-102(3) & (4) and 37-92-103(3), (4) & (10), C.R.S. (2015). The purpose of the CWCB’s appropriation is to preserve the natural environment to a reasonable degree. At its regular meeting on May 21, 2015, the CWCB determined, pursuant to section 37-92-102(3)(c), C.R.S. (2015), that the natural environment of Spottlewood Creek will be preserved to a reasonable degree by the water available for the appropriations to be made; that there is a natural environment that can be preserved to a reasonable degree with the CWCB’s water rights herein, if granted; and that such environment can exist without material injury to water rights.

15CW3168 THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF CLEAR CREEK c/o Berten R. Weaver, Water Resources Manager, P.O. Box 2000, Georgetown, CO 80444. Email: bweaver@co.clear-creek.co.us. Phone: (303) 679-2455. Please direct all correspondence concerning this Application to: Paul Zilis, Esq., Aaron Ladd, Esq., and Andrea Kehrl, Esq. Vranesh and Raisch, LLP, 1720 14th St., Suite 200, Boulder, CO 80302. Telephone: (303) 443-6151. Email: pjz@vrlaw.com; asl@vrlaw.com; aak@vrlaw.com. APPLICATION FOR ABSOLUTE SURFACE WATER RIGHT IN CLEAR CREEK COUNTY. 2. Name of structure: Hiawatha Point of Diversion (Surface Diversion). 3. Location information: The Hiawatha Point of Diversion is located on the south bank of Clear Creek in the NW1/4 NW1/4 Sec. 29, T3S R73W, 6th P.M, at a point approximately 820 feet from the North section line and 950 feet from the West section line. Distances from section lines were measured electronically using ArcGIS. The UTM GPS coordinates are Northing 4401727, Easting 449444, UTM13, NAD83. The Hiawatha Point of Diversion is shown on the map attached to the Application as Exhibit A. 4. Source: Clear Creek. 5. Appropriation and Application to Beneficial Use: A. Date of Appropriation: June 18, 2014. B. How Appropriation was Initiated: The appropriation was initiated by Clear Creek’s Road and Bridge Department pumping water in priority from Clear Creek and applying it to the beneficial uses described herein. C. Date Water Applied to Beneficial Use: June 18, 2014. 6. Amount Claimed: 1500 gpm, ABSOLUTE. During free river conditions, Applicant pumped

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water at a rate of 1500 gpm and applied such water to the beneficial uses claimed herein. Records of in-priority diversion at the Hiawatha Point of Diversion on June 18, 2014 and other dates in 2014 are provided as Exhibit B, attached to the Application. 7. Uses: Industrial, including but not limited to de-icing, dust suppression, road compaction, and related construction and maintenance purposes on roads located within Clear Creek County, and fire protection. The Clear Creek County Road and Bridge Department diverts and hauls water in coordination with local fire departments to provide water for fire protection purposes. 8. Name(s) and address(es) of owner(s) or reputed owner(s) of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: Applicant. 9. Remarks or any other pertinent information: The Hiawatha Point of Diversion is also currently included in the County’s Augmentation Plan decreed in Case No. 05CW302, under which out of priority depletions are augmented. (3 pages) 15CW3169 CAC TIMNATH, LLC, c/o Tom Marshall Catellus Development Corporation 66 Franklin Street, Suite 200 Oakland, CA 94607 Telephone: 949-514-6930 Attorney: Wayne F. Forman John A. Helfrich Brownstein Hyatt Farber Schreck, L.L.P. 410 17th Street, Suite 2200 Denver, CO 80202 APPLICATION FOR UNDERGROUND WATER RIGHTS, SURFACE WATER RIGHT, CHANGE OF WATER RIGHTS, APPROPRIATIVE EXCHANGE AND PLAN FOR AUGMENTATION IN LARIMER COUNTY. B. Underground Water Rights (“Timnath Ponds”). The Timnath Ponds are excavated, unlined ponds that will intercept ground water; evaporative depletions will be replaced as described in paragraph F, below. 1. Timnath Landing North Pond: Legal Description: NW1/4 SE1/4 of section 35, Township 7 North, Range 68 West of the 6th P.M., Larimer County, Colorado. See Figure 1. Source: Ground water tributary to the Cache La Poudre River, tributary to the South Platte River. Well Permit pending. Average Depth: 25 feet. Appropriation Date: December 23, 2015. How appropriation initiated: Developing engineering plans to construct the ponds and filing the application in this matter. Date water applied to beneficial use: N/A, conditional appropriation. Amount withdrawn: Rate: 0.072 c.f.s., maximum, CONDITIONAL. Annual volume: 29.4 acre feet, CONDITIONAL. Uses: aesthetic, irrigation, recreation, piscatorial, fire-fighting, dust control, construction, augmentation and recharge. Surface Area: 8.4 acres. 2. Timnath Landing Middle Pond: Legal Description: NE1/4 SE1/4, SW1/4 SE1/4 and the SE1/4 SE1/4 of section 35, Township 7 North, Range 68 West of the 6th P.M., Larimer County, Colorado. See Figure 1. Source: Ground water tributary to the Cache La Poudre River, tributary to the South Platte River. Well Permit pending. Average Depth: 25 feet. Appropriation Date: December 23, 2015. How appropriation initiated: Developing engineering plans to construct the ponds and filing the application in this matter. Date water applied to beneficial use: N/A, conditional appropriation. Amount withdrawn: Rate: 0.109 c.f.s., maximum, CONDITIONAL. Annual volume: 44.8 acre feet, CONDITIONAL. Uses: aesthetic, irrigation, recreation, piscatorial, fire-fighting, dust control, construction, augmentation and recharge. Surface Area: 12.8 acres. 3. Timnath Landing South Pond: Legal Description: SE1/4 SE1/4 of section 35, Township 7 North, Range 68 West of the 6th P.M., Larimer County, Colorado. See Figure 1. Source: Ground water tributary to the Cache La Poudre River, tributary to the South Platte River. Well Permit pending. Average Depth: 25 feet. Appropriation Date: December 23, 2015. How appropriation initiated: Developing engineering plans to construct the ponds and filing the application in this matter. Date water applied to beneficial use: N/A, conditional appropriation. Amount withdrawn: Rate: 0.128 c.f.s., maximum, CONDITIONAL. Annual volume: 52.64 acre feet, CONDITIONAL. Uses: aesthetic, irrigation, recreation, piscatorial, fire-fighting, dust control, construction, augmentation and recharge Surface Area: 15.04 acres. C. Surface Water Right. 1. Structure: Timnath Landing Recharge Pits (“Recharge Pits”). Point of Diversion: Lake Canal headgate located in the NE1/4 SE1/4 SE1/4, Section 2, Township 7 North, Range 69 West of the 6th P.M. on the north bank of the Cache La Poudre River. Legal Description: Approximately 2 acres in the NW1/4 SW1/4 & SW1/4 SW1/4 & SE1/4 SW1/4, Section 35, Township 7 North, Range 68 West of the 6th P.M., Larimer County, Colorado. See Figure 1. Amount Claimed: 9 acre-feet with the right to fill and refill in priority up to 360 acre feet per year, CONDITIONAL, at 2 c.f.s., CONDITIONAL. Water source: The

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historic consumptive use portion of the 14.75 shares of Lake Canal changed in this application and water diverted in priority pursuant to a decree in this matter. Future Acquired Sources. The Applicant may acquire and/or lease additional water supplies in the future for use as a source of supply for recharge as described in this Application. The Applicant will add the future acquired sources pursuant to C.R.S. § 37-92-305(8)(c). Appropriation Date: December 23, 2015. How appropriation initiated: Developing the plans to construct the Pits and filing the application in this matter. Date water applied to beneficial use: N/A, conditional appropriation. 2. Location of Recharge Accretions. Water recharged into the alluvial aquifer will accrete to the Cache La Poudre River in the SE1/4SE1/4, Section 34, Township 7 North, Range 68 West, and the NE1/4NE1/4, Section 3, Township 6 North, Range 68 West, and the NW1/4NW1/4, Section 2, Township 6 North, Range 68 West, all in the 6th P.M. See Figures 1 and 2. 3. Use of the Recharge Accretions. Water accreted to the Cache La Poudre River will be used to replace evaporative depletions from the Timnath Ponds described in paragraph B, above, as a source of replacement of return flows for the changed Lake Canal shares described in Paragraph D below, and as a source of replacement water in the augmentation plan described in paragraph F below. D. Change of Water Rights. 1. Structure: 14.75 shares of the Lake Canal Ditch. Original Decree: Case No. CA-320; April 11, 1882; District Court, Larimer County, Colorado. Legal Description: The headgate of the Lake Canal Ditch is located on the north side of the Cache La Poudre River in the NE1/4 SE1/4 SE1/4, Section 2, Township 7 North, Range 69 West of the 6th P.M., Larimer County, Colorado. See Figure 1. Source: Cache La Poudre River. Appropriation Date: November 1, 1872. Amount: 158.35 c.f.s., Absolute. Decreed Uses: Irrigation. Amount to be changed: 14.60 c.f.s. (217.4 acre feet/yr. consumptive use). 2. Description of proposed change. Applicant seeks to change 14.75 shares of the 160 shares of Lake Canal Ditch outstanding (9.22% of the total) to add augmentation and recharge as decreed uses. Using a 23 year study period of 1990 to 2012 (see Table 1 for Lake Canal diversions), the Applicant’s consultants quantified the historical diversions, consumptive use and return flows associated with irrigation of 320 acres of corn, sugar beets and pasture grass located under the Lake Canal Ditch that will be removed as a result of the construction of Timnath Landing development. The historically irrigated land is located in Section 35, T.7N., R.68W., 6th P.M., (Figure 3). The historic consumptive use credits were calculated to be no less than 217.4 acre feet per year. Applicant’s Lake Canal Ditch shares will continue to be diverted at the Lake Canal Ditch headgate and delivered to the historic laterals where the consumptive use and return flow portions will be either applied to beneficial use on the Property, diverted to the Recharge Pits or released through an outlet pipe (the “Outlet Pipe”) to the Cache La Poudre River in the SE1/4SE1/4, Section 34, T.7N., R.68W., 6th P.M. (Figure 1), when a senior call is in effect, or released to the river and re-diverted to storage. Additional sources of replacement for return flows will be the Timnath Ponds and Recharge Pits described above, and the North Gray Reservoir and South Gray Reservoir described below. 3. Appropriation of Lake Canal Ditch return flows. The Applicant claims the return flows associated with the changed Lake Canal Ditch water right with an appropriation date of December 23, 2015, up to a maximum rate of 2.94 c.f.s. Return flows will be returned to the Cache La Poudre River when the call on the river is senior to December 23, 2015. The Applicant will retain such return flows during free river and whenever the call on the Cache La Poudre River is junior to December 23, 2015. 4. Uses. Irrigation, recreation, piscatorial, fire-fighting, dust control, construction, augmentation, exchange, recharge. E. Appropriative Rights of Exchange. Applicant seeks to exchange excess consumptive use credits accruing to the Cache La Poudre River from the location where such credits enter the river, upstream to the Lake Canal Ditch headgate for delivery to the Property for beneficial use, or to the Recharge Pits or directly to the river to replace depletions from the Timnath Ponds or return flows associated with the changed Lake Canal shares. 1. Sources of substitute supply: Excess consumptive use credits resulting from the delivery of 14.75 Lake Canal shares changed herein and released through the Outlet Pipe, in-priority diversions to the Recharge Pits, described in paragraph C.1., above, and augmentation water supplied by Lake Canal Reservoir Company pursuant to the water rights decreed in Case No. 06CW276 described in paragraph F.2.b., below. 2. Exchange From Location: Excess consumptive use credits delivered to the Cache La Poudre River from the Outlet Pipe and Recharge Pits in the SE¼SE¼, Section 34, Township 7 North, Range 68 West, and the NE1/4NE1/4, Section 3, Township 6 North, Range 68

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West, and the NW1/4NW1/4, Section 2, Township 6 North, Range 68 West. 3. Exchange To Location: The headgate of the Lake Canal Ditch described above. See Figure 2. 4. Exchange Amount and Rate: 360 acre feet at a rate up to 10 c.f.s., CONDITIONAL. 5. Date of Appropriation: December 23, 2015; Appropriation initiated by the formation of an intent to make the subject appropriation together with the filing of this application. 6. Use: aesthetic, irrigation, recreation, piscatorial, fire-fighting, dust control, construction, augmentation, recharge. F. Plan for Augmentation. 1. Structures to be Augmented: Timnath Ponds, described above in paragraph B. 2. Water rights used for augmentation. The consumptive use portion of the 14.75 shares of Lake Canal Ditch changed in this application, ground water pumped from the Timnath Ponds, and in priority water accreted from the Recharge Pits. Applicant is in negotiations with Lake Canal Reservoir Company for the use of 200 AF of storage rights changed for augmentation and replacement use in Case No. 06CW276. The water will be released from North Gray Reservoir and South Gray Reservoir and be delivered to the Cache La Poudre River through Box Elder Creek. The confluence of Box Elder Creek and the Cache La Poudre River is located in Section 28, Township 7 North, Range 68 West, 6th P.M. upstream of the location of Applicant’s depletions on the Cache La Poudre River. See Figure 2. Lake Canal Reservoir Company Water Rights. North Gray Reservoir. Legal description: NE1/4 SW1/4 NE1/4 of Section 34, Township 8 North, Range 68 West of 6th P.M., Larimer County, Colorado. See Figure 2. Decreed Volumes and Appropriation Dates: 4/1/1882: 135 acre feet; 11/1/1902: 140 acre feet (1st enlargement); 11/15/1904: 57 acre feet (2nd enlargement). Source: Box Elder Creek and unnamed draw. South Gray Reservoir. Legal description: SW NE SW of Section 34, Township 8 North, Range 68 West of 6th P.M., Larimer County, Colorado. See Figure 2. Decreed Volumes and Appropriation Dates: 4/1/1882: 275 acre feet; 11/1/1902: 236 acre feet (1st enlargement); 11/16/1904: 222 acre feet (2nd enlargement). Source: Box Elder Creek and unnamed draw. Water released from the North Gray and South Gray Reservoirs will also be used to replace return flows associated with the changed Lake Canal shares described above. Future Acquired Sources. The Applicant may acquire and/or lease additional water supplies in the future for use as a source of supply for the plan for augmentation described in this Application. The Applicant will add future acquired sources pursuant to C.R.S. § 37-92-305(8)(c). 3. Statement of Plan for Augmentation. Purpose. The purpose of this plan for augmentation is to offset out-of-priority lagged depletions from construction dewatering and construction related uses of ground water, such as dust control, as well as evaporation from the unlined Timnath Ponds. Following completion of construction, the plan will replace evaporative depletions from the Timnath Ponds. Replacement Requirements. Lagged depletions from construction dewatering and dust control of approximately 30 acre feet during the first year and evaporation of approximately 126.84 acre feet per year from 36.24 acres of exposed ground water when construction of the Ponds is complete. General Operation of the Plan for Augmentation. During the first year of operation, depletions will be offset by the discharge of dewatering water. Thereafter, when a call senior to December 23, 2015 is in effect, the Applicant will account for all out-of-priority depletions and will augment them through releases to the Cache La Poudre River from (1) the Gray Reservoirs described above in paragraph F.2.b.; (2) direct discharge of the consumptive use credits from the changed Lake Canal Ditch through the Outlet Pipe; (3) recharge accretions from the Recharge Pits described above in paragraph C; and/or (4) ground water pumped from the Timnath Ponds described above in paragraph B and discharged directly to the river through the Outlet Pipe. Name(s) and address(es) of owner(s) of the 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: (1) Applicant, CAC Timnath, LLC, owns the land on with the Timnath Ponds and Recharge Pits will be located. (2) Lake Canal Company and Lake Canal Reservoir Company, Rosanna Harris, Secretary, 730 Ash Mesa Road, Delta, CO 81416. Prayers For Relief. 1. Applicant requests a decree granting new conditional underground water rights, conditional recharge right, and conditional appropriative rights of exchange, described in paragraphs B, C, and E of this Application. For conditional water rights requested by this Application that are put to beneficial use during the pendency of this Application, Applicant seeks a decree awarding absolute water rights for those appropriations. 2. Applicant requests a decree approving the change of water right described in paragraph D, including the appropriation of historical return flows from the changed Lake Canal Ditch water right, and the plan for

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augmentation described in paragraph F of this Application. 3. Applicant further requests such additional relief as the Court deems necessary and appropriate to further the purposes of the rights requested herein. 018192\0001\14310545.1 15CW3170, City of Brighton, Attn: Curtis Bauers, Director of Utilities, 500 S. 4th Street, Brighton, Colorado 80601, (303) 655-2033. Please send all further pleadings to: Brent A. Bartlett, Esq., and Donald E. Frick, Esq., Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO 80525. CORRECTED APPLICATION FOR CHANGE OF WATER RIGHTS IN ADAMS, DENVER AND WELD COUNTIES. 2. Purpose of Application. The City of Brighton presently treats a portion of its waste water from its municipal water system at its South Platte WWTP located in the NW1/4 of the NW1/4 of the SW1/4 of Section 6, Township 1 South, Range 66 West, 6th P.M. Brighton has obtained decrees in Case Nos. 04CW174 and 03CW320 awarding, among other things, conditional and absolute exchanges from the South Platte WWTP outfall to various locations (“Brighton’s Exchanges”). Brighton intends to begin treating some or all of its municipal waste water at the new Northern Treatment Plant constructed and operated by the Metro Wastewater Reclamation District (the “Northern Treatment Plant”) and will need to exchange water from the outfall of the Northern Treatment Plant to locations upstream on the South Platte River which are currently included as part of Brighton’s Exchanges. The purpose of this application is to add the Northern Treatment Plant as an alternate point of substitute supply for Brighton’s South Platte WWTP location, or, in the alternative, adjudicate new exchanges from the Northern Treatment Plant to Brighton’s diversion structures. 3. From Previous Decrees: 3.1. Case No. 04CW174 3.1.1. Date of Decree: February 27, 2013. 3.1.2. Appropriation Dates and Amounts: 3.1.2.1. July 16, 2004 – 4.5 cfs (conditional) from Brighton’s South Platte WWTP to Point I. 3.1.2.2. October 19, 2009 – 2.6 cfs (conditional) from Brighton’s South Platte WWTP to Point I, and 7.1 cfs (conditional) for all other exchanges. 3.1.3. Location of Substitute Supply: Brighton’s South Platte WWTP discharge point to the South Platte River as described Paragraph 2 above. 3.1.4. Points of Diversion by Exchange: 3.1.4.1. Point D-1 - Ken Mitchell Reservoir Pump Station Inlet Pipe, located on the east bank of the South Platte River, in the SE1/4 of Section 11, Township 1 South, Range 67, at a point whence the Southwest Corner of said Section 11 bears approximately South 86° West, approximately 4,160 feet. 3.1.4.2. Point D-2 - Ken Mitchell Reservoir Pump Station Inlet Pipe, located on the east bank of the South Platte River, in the NW1/4 of the SE1/4 of Section 14, Township 1 South, Range 67, at a point whence the Southwest Corner of said Section 14 bears approximately South 69° West, approximately 4,000 feet. 3.1.4.3. Point E - Ken Mitchell Reservoir Inlet, located on the east bank of the South Platte River, in the SE1/4 of Section 14, Township 1 South, Range 67, 6th P.M. at a point whence the Southwest Corner of said Section 14 bears approximately South 88° 30’ West, approximately 3,190 feet. 3.1.4.4. Point F- The point where the South Platte River crosses the South line of Section 23, Township 1 South, Range 67, Adams County. This is an approximation of the upstream limit of the reach of the South Platte River that is depleted by pumping of the City of Brighton’s South Platte Alluvial Wells. 3.1.4.5. Point G - The headgate of the Fulton Ditch, located in the NE1/4 of the NE1/4 of the SE1/4 of Section 17, Township 2 South, Range 67, 6th P.M. 3.1.4.6. Point I - United Water and Sanitation District’s United Diversion Facility No. 3, which is located on the East Bank of the South Platte River, in the SW1/4 of Section 26, Township 1 South, Range 67 West, of the 6th P.M. 3.1.4.7. Point M - The Burlington Canal Headgate, located at a point on the east bank of the South Platte River in the NE1/4 of the SW1/4 of Section 14, Township 3 South, Range 68 West, 6th P.M., City and County of Denver, Colorado. The headgate is located at approximately latitude 039° 47’ 24.69” N, longitude 104° 58’ 9.97” W. The UTM coordinates are approximately NAD 1983 UTM Zone 13S 502616.89 mE 4404471.42 mN. 3.1.5. Sources of Substitute Supply: Water made available by operation of Brighton’s plan for augmentation decreed in Case No. 00CW202, water available pursuant to the change of water rights decreed in Case No. 04CW174, and water available pursuant to the change of water rights decreed in Case No. 09CW144. 3.1.6. Historical Use: N/A 3.2. Case No. 03CW320 3.2.1. Date of Decree: July 2, 2014. 3.2.2. Appropriation Dates and Amounts: September 26, 2003 – 2.29 cfs (absolute), 3.51 cfs (conditional) from the South Platte WWTP to Point F; all other exchanges 5.8 cfs (conditional). 3.2.3.

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Location of Substitute Supply: Brighton’s South Platte WWTP discharge point to the South Platte River as described Paragraph 2 above. 3.2.4. Points of Diversion by Exchange: Points D-1, D-2, E, F, G, I, and M, as described in Paragraph 3.1.4 above. 3.2.5. Sources of Substitute Supply. The sources of substitute supply are listed in Paragraphs 10.2.1-10.2.9 of the decree in Case No. 03CW320. 3.2.6. Historical Use: N/A 4. Proposed Change. Brighton seeks approval to add the discharge point for the Northern Treatment Plant as an alternate point of substitute supply for the Brighton Exchanges. The Northern Treatment Plant is located in the SE1/4 of the SW1/4 of Section 31, Township 1 North, Range 66 West, 6th P.M., at a location approximately 1.3 miles north of, and downstream from Brighton’s South Platte WWTP. Brighton does not seek an increase in the rates or volumes associated with Brighton’s Exchanges, there are presently no points of diversion for water rights located between the two treatment plants, and, therefore, no injury will occur as a result of the requested change. 5. Alternative Claim for New Appropriative Right of Exchange. To the extent the Court denies Brighton’s requested change of water rights herein, Brighton seeks to adjudicate new appropriative rights of exchange between the Northern Treatment Plant and the points of diversion set forth in Paragraph 3.1.4 above. Brighton claims an appropriation date for the exchanges of October 16, 2012 at a maximum rate of 12.9 cfs (conditional). 6. Quantification of Municipal Return Flows from the Northern Treatment Plant. As part of the application in this matter, Brighton seeks a determination and approval of a method by which it will determine the amount of water discharged from the Northern Treatment Plant attributable to Brighton’s water supplies that will be available for augmentation under Brighton’s existing augmentation plans decreed in Case Nos. 00CW202 and 03CW320, and which is available for exchange under the change requested herein. 7. Names of owners of lands and structures: Metro Wastewater Reclamation District, 6450 York St., Denver, CO 80229. (5 Pages) 15CW3171 Rodney and Clairelyn Dexter, 9307 Valmont Drive, Boulder, CO 80301, 303-665-3969 and the City of Boulder, c/o Todd Doherty, Water Resources Administrator, P.O. Box 791, Boulder, CO 80306-0791, 303-413-7641 (Jeffrey J. Kahn, Elizabeth M. Joyce, Lyons Gaddis, P.O. Box 978, Longmont, CO 80502-0978, 303-776-9900; and Jessica L. Pault-Atiase, Assistant City Attorney, Water & Utilities, City of Boulder, P.O. Box 791, Boulder, CO 80306-0791, 303-441-3020). APPLICATION FOR WATER STORAGE RIGHT in BOULDER COUNTY. 2. Background: Applicants are co-owners of Teller Lake Reservoir No. 5 located in parts of the SW1/4 of the NE1/4, the NW1/4 of the SE1/4, the SE1/4 of the NE1/4, and the NE1/4 of the SW1/4 of Section 20, Township 1 N, Range 69 W, 6th P.M., in Boulder County, Colorado. The Teller Lake Reservoir No. 5 storage right was adjudicated on March 13, 1907 for 30.79 acre-feet of water in CA4842. The Reservoir was expanded thereafter, and began regularly diverting and filling the expanded capacity, currently totaling 133.69 acre-feet. The Dexter family acquired the property in 1921 with the expanded reservoir in place. Although a map and filing statement was filed with the State Engineers Office in 1911, a storage right for the expanded capacity was not adjudicated. Applicants now seek to have the expanded capacity in Teller Lake Reservoir No. 5 adjudicated. Water Storage Right 3. Name of reservoir: Teller Lake Reservoir No. 5. 4. Location of reservoir: Teller Lake Reservoir No. 5 is an existing reservoir located in parts of the SW1/4 of the NE1/4, the NW1/4 of the SE1/4, the SE1/4 of the NE1/4, and the NE1/4 of the SW1/4 of Section 20, Township 1 N, Range 69 W, 6th P.M., in Boulder County, Colorado. The center of the reservoir is approximately 2080 feet from the east line and 1965 feet from the north line of Section 20. UTM coordinates for the reservoir are NAD83, Zone 13, Northing 4432023 meters, Easting 488175 meters, approximated from DWR’s Aquamap. EXHIBIT A shows the reservoir location. 5. Source: South Boulder Creek, tributary to the South Platte River. 6. Filling structures: The reservoir may be filled through the Dry Creek Davidson Ditch, with an originally decreed capacity of 29.95 cfs (CA1345) which diverts from South Boulder Creek at its headgate located on the east bank near the SW corner of Section 3 Township 1 South Range 70 West of the 6th P.M.; the Marshalville Ditch (through the Dry Creek Davidson Ditch), with an originally decreed capacity of 31.92 cfs (CA1395) which diverts from the south bank of South Boulder Creek at a point in the SE1/4 of the SW1/4 of Section 16 Township 1 South Range 70 West of the 6th P.M. approximately 2500 feet from the west section line and 1400 feet from the south

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section line of said Section 16; and the Leyner-Cottonwood Ditch, with a decreed capacity of 30 cfs after consolidation of the Leyner and Cottonwood No. 1 ditches (CA4494) which diverts from South Boulder Creek at a point where Dry Creek branches from South Boulder Creek in the SW1/4 SW1/4, Section 3 Township 1 South Range 70 West of the 6th P.M., Boulder County with a point of diversion on the east bank of Dry Creek in the SW1/4 NW1/4 Section 30 Township 1 North Range 69 West, 6th P.M., located approximately 900 feet from the west section line and 2,500 feet from the north section line of said Section 30. 7. Appropriation date: June 2, 1911. How appropriation was initiated: Survey was begun on the enlarged capacity on June 2, 1911. A map and filing statement for the enlarged capacity was filed on July 5, 1911. Date water applied to beneficial use: Water was diverted, stored, and applied to beneficial use on or before July 1, 1945. The reservoir was acquired by the Dexter family in 1921, at which point the reservoir was already at its enlarged capacity. Rodney Dexter witnessed the reservoir operating at its expanded capacity before July 1, 1945. 8. Amount claimed: 102.9 acre-feet/year ABSOLUTE, with a right to fill and refill whenever in priority. Diversion Rate: 46.96 cfs, ABSOLUTE. 9. List all uses and proposed uses: Applicants have used the water together with the water decreed in CA4842 for irrigation, as well as for domestic, fish and wildlife, piscatorial, recreational, aesthetic and other beneficial uses. EXHIBIT B depicts the approximate location of the currently irrigated acreage totaling approximately 210 acres. 10. Surface area of high water line: 31.09 acres. The average depth is 4.3 feet. There are two dams; the heights of the dams are 10 feet and 8 feet. 11. Total capacity of reservoir: 133.69 acre-feet of active storage. 15 acre-feet dead storage. 12. Ownership of lands: The Applicants own the land upon which the structure is located and where the water is used. Together, Applicants irrigate approximately 210 acres from the reservoir. The owners of the filling structures are: Dry Creek-Davidson Ditch Company, c/o Debra Marie George, Registered Agent, P.O. Box 194, Louisville, CO 80027; Leyner-Cottonwood Consolidated Ditch Company, c/o Kathleen Schwartz, Registered Agent, 10503 Isabelle Road, Lafayette, CO 80026; and Marshallville Ditch Company, c/o Linda Anderson-Biella, Registered Agent, P.O. Box 721, Louisville, CO 80027. 15CW3172 Colorado Water Conservation Board (“CWCB”), 1313 Sherman Street, Suite 718, Denver, CO 80203. Telephone: (303) 866-3441. Please direct all future correspondence and pleadings regarding this Application to: Derek L. Turner, Assistant Attorney General, Natural Resources and Environment Section, Colorado Department of Law, 1300 Broadway, 7th Floor, Denver, CO 80203. Telephone: (720) 508-6306. E-mail: derek.turner@coag.gov. APPLICATION FOR INSTREAM FLOW WATER RIGHTS TO PRESERVE THE NATURAL ENVIRONMENT TO A REASONABLE DEGREE IN LARIMER COUNTY, COLORADO. 2. Introduction: By this Application, the CWCB requests adjudication of four natural lake level water rights to preserve the natural environment to a reasonable degree. The four natural lakes are four small ponds located within the Spottlewood Creek drainage. Spottlewood Creek is a small stream that originates in Wyoming and flows southeasterly into Colorado before reaching Coal Creek, which then flows into the Cache la Poudre River. Certain sections of Spottlewood Creek are ephemeral while others contain reliable year-round flow. The four natural lake level water rights claimed in this Application are part of a series of natural on-channel ponds located on Spottlewood Creek, and are identified here as Spottlewood Lake #s 1 through 4, with Spottlewood Lake #1 located farthest downstream on Spottlewood Creek and #4 farthest upstream. All of the four ponds contain water, at the levels claimed herein, throughout the year. Specific locations of the claimed natural lakes are provided by UTM coordinates in paragraph 4, below. General locations of each lake are depicted on the maps attached as Exhibits 1-5. Each water right is described individually below, in paragraphs 3 and 4, with details of each water right’s appropriation, amounts, and uses in paragraphs 5 through 7. 3. Name of water rights: A. Spottlewood Lake # 1 Natural Lake Level Water Right; B. Spottlewood Lake # 2 Natural Lake Level Water Right; C. Spottlewood Lake # 3 Natural Lake Level Water Right; D. Spottlewood Lake # 4 Natural Lake Level Water Right. 4. Legal Descriptions: A. Spottlewood Lake # 1 Natural Lake Level (NLL) Water Right is an otherwise unnamed lake located on-channel in the Spottlewood Creek drainage, on the Carr SW U.S.G.S. quadrangle. A map depicting the approximate location of the Spottlewood Lake #1 is attached as Exhibit 1.1. Location: a. UTM: Northing: 4524450.31; Easting:

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500088.64 (NAD 1983 Zone 13 North) b. Lat/Long: latitude 40° 52’ 16.02”N and longitude 104° 59’ 56.24”W 2. Size: a. Surface Area: 2,288.75 ft2 b. Volume: 0.19 acre-feet 3. Source: Spottlewood Creek, tributary to Coal Creek, tributary to the Cache La Poudre River, tributary to the South Platte River. B. Spottlewood Lake # 2 Natural Lake Level Water Right is an otherwise unnamed lake located on-channel in the Spottlewood Creek drainage, on the Carr SW U.S.G.S. quadrangle. A map depicting the approximate location of Spottlewood Lake # 2 is attached as Exhibit 2. 1. Location: a. UTM: Northing: 4524806.62; Easting: 500159.81 (NAD 1983 Zone 13 North) b. Lat/Long: latitude 40° 52’ 27.56”N and longitude 104° 59’ 53.2”W 2. Size: a. Surface Area: 1,981.5 ft2 b. Volume: 0.12 acre-fee 3. Source: Spottlewood Creek, tributary to Coal Creek, tributary to the Cache La Poudre River, tributary to the South Platte River. C. Spottlewood Lake # 3 Natural Lake Level Water Right is an otherwise unnamed lake located on-channel in the Spottlewood Creek drainage, on the Carr SW U.S.G.S. quadrangle. A map depicting the approximate location of Spottlewood Lake # 3 is attached as Exhibit 3. 1. Location: a. UTM: Northing: 4524786.50; Easting: 500226.24 (NAD 1983 Zone 13 North) b. Lat/Long: latitude 40° 52’ 26.89”N and longitude 104° 59’ 50.33”W 2. Size: a. Surface Area: 6,199.4 ft2 b. Volume: 0.17 acre-feet 3. Source: Spottlewood Creek, tributary to Coal Creek, tributary to the Cache La Poudre River, tributary to the South Platte River. D. Spottlewood Lake # 4 Natural Lake Level Water Right is an otherwise unnamed lake located on-channel in the Spottlewood Creek drainage, on the Carr West and Carr SW U.S.G.S. quadrangles. A map depicting the approximate location of Spottlewood Lake # 4 is attached as Exhibit 4. 1. Location: a. UTM: Northing: 4524912.38; Easting: 500530.95 (NAD 1983 Zone 13 North) b. Lat/Long: latitude 40° 52’ 31”N and longitude 104° 59’ 37.32”W 2. Size: a. Surface Area: 3,858.5 ft2 b. Volume: 0.16 acre-feet 3. Source: Spottlewood Creek, tributary to Coal Creek, tributary to the Cache La Poudre River, tributary to the South Platte River. E. The Universal Transverse Mercator (UTM) is provided as the legal description for the water rights claimed in this Application. The Lat/Long coordinates are provided as cross-reference locations. The UTM and Lat/Long locations were derived from CWCB GIS using the National Hydrography Dataset (NHD). F. A map depicting the approximate locations of each of the four lakes is attached as Exhibit 5. 5. Appropriation A. Date of initiation of appropriation: January 26, 2015 for the, Spottlewood Lake #1 NLL, Spottlewood Lake #2 NLL, Spottlewood Lake #3 NLL, and Spottlewood Lake #4 NLL. B. How appropriation was initiated: Appropriation and beneficial use of all four water rights occurred on January 26, 2015, by the action of the CWCB pursuant to sections 37-92-102(3) and (4) and 37-92-103(3), (4) and (10), C.R.S. (2015). C. Date applied to beneficial use: January 26, 2015 for all four water rights. 6. Amount of water claimed: A. For Spottlewood Lake #1 NLL: 0.19 acre-feet absolute, at a lake surface-level elevation of 5,634.6 ft (North American Vertical Datum of 1988 or “NAVD88”); B. For Spottlewood Lake #2 NLL: 0.12 acre-feet absolute, at a lake surface-level elevation of 5,645.8 ft (NAVD88); C. For Spottlewood Lake #3 NLL: 0.17 acre-feet absolute, at a lake surface-level elevation of 5,647.6 ft (NAVD88); D. For Spottlewood Lake #4 NLL: 0.16 acre-feet absolute at an elevation of 5,659.2 ft (NAVD88). 7. Proposed Uses: For Spottlewood Lakes #1-4: natural surface water levels or volumes to preserve the natural environment to a reasonable degree. a. Names and addresses of owners or reputed owners of the land upon which any new or existing diversion structure will be located: The notice required by section 37-92-302(2)(b), C.R.S. (2015), to the owners or reputed owners of the land upon which any new or existing diversion or storage structure is or will be constructed is not applicable in this case. This Application is for instream flow water rights and natural lake level water rights, exclusive to the CWCB under the provisions of section 37-92-102(3), C.R.S. (2015). As natural lake level water rights, the CWCB’s appropriations do not require diversion structures or storage. See Colo. River Water Conservation Dist. V. Colo. Water Conservation Bd., 594 P.2d 570, 572 (Colo. 1979); § 37-92-103(4)(c), C.R.S. (2015). As surface water rights, the CWCB’s appropriation of natural lake level water rights do not involve construction of a well. b. Remarks: These appropriations by the CWCB, on behalf of the people of the State of Colorado, are made pursuant to sections 37-92-102(3) & (4) and 37-92-103(3), (4) & (10), C.R.S. (2015). The purpose of the CWCB’s appropriations is to preserve the natural environment to a reasonable degree. At its regular meeting on May 21, 2015, the CWCB determined, pursuant to section 37-92-102(3)(c), C.R.S. (2015), that the natural environment of Spottlewood Lakes #1-4 will be preserved to a reasonable degree by the water available for

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the appropriations to be made; that there is a natural environment that can be preserved to a reasonable degree with the CWCB’s water rights herein, if granted; and that such environment can exist without material injury to water rights. 15CW3173 CECIL FARMS, Attn: Vernon Cecil, 1639 - 35th Avenue Court, Greeley, CO 80634. (970)339-2442. Please forward all pleading and correspondence to Sara J.L. Irby, Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, Colorado 80525. APPLICATION FOR REASONABLE DILIGENCE AND TO MAKE CONDITIONAL WATER RIGHT ABSOLUTE IN WELD COUNTY. 2. Name of Structure. Well No. 12735-R. (the “Well”). 3. Description of conditional water right. A. Date of Original Decree: December 2, 2009, Case No. 2007CW47, District Court, Water Division No. 1 (“Original Decree”). B. Location and Legal Description of Well: The Well is located in the SW1/4 of the SW1/4, Section 17, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado at a point 577.5 feet north and 46.2 feet east of the southwest section corner. C. Sources of Water: Groundwater tributary to the South Platte River. D. Appropriation Date: March 23, 2007. E. Amount Claimed: 2.62 c.f.s. CONDITIONAL. F. Use: Irrigation of a total of approximately 138 acres located in the SW1/4, Section 17, Township 5 North, Range 64 West of the 6th P.M, Weld County, Colorado in conjunction with the water right decreed in Case No. W-487, District Court, Water Division No. 1, as shown on Exhibit A. 4. Detailed outline of diligence: In addition to the actual use of the Well described below, during this diligence period, Applicant continued to maintain and operate the Well and its related structures. Applicant used the Well to irrigate the lands located in the SW1/4, Section 17, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado throughout the diligence period, up to the flow rate described below and pumped approximately 180 to 250 acre-feet a year for such irrigation purposes. Additionally, Applicant reported monthly use to the State Engineer and Division Engineer, paid annual assessments for inclusion of the Well in the augmentation plan decreed in Case No. 02CW335, District Court, Water Division No. 1, on behalf of the Ground Water Management Subdistrict of the Central Colorado Water Conservancy District (“GMSD Plan”), paid for the electricity used to pump the Well, and performed a meter test on the Well in July 2015 to remain in compliance with the Division of Water Resources’ rules and regulations. Applicant has demonstrated continued intent and progress toward finalizing this conditional water right and has further shown that the conditional decree is being pursued in a manner that confirms that beneficial uses of the remaining 0.375 cfs conditional water right can and will occur. Applicant reserves the right to assert and demonstrate that during the diligence period other or additional activities have been undertaken or accomplished toward completion of the appropriation. 5. Claim to make absolute: A. On July 24, 2015, Applicant pumped the Well at a rate of 2.245 cfs. The water pumped from the Well was used for irrigation purposes on lands located in the SW1/4, Section 17, Township 5 North, Range 64 West of the 6th P.M., Weld County, Colorado. B. Applicant claims 2.245 cfs ABSOLUTE for irrigation purposes, as further described in Paragraph 2(F) above and the remaining 0.376 cfs shall remain CONDITIONAL for said purposes. C. Applicant may be able to prove additional times, rates of diversion and beneficial uses as this case proceeds and reserves the right to do so. Applicant also reserves the right to seek to make any amounts diverted and beneficially used during the pendency of this application absolute as part of this application. 6. Name(s) and address(es) of owner(s) of land. Applicant owns all structures and places of use. WHEREFORE, Applicant requests a ruling and decree for the following: A. The water rights conditionally decreed in Case No. 07CW47 are made absolute in the amounts claimed and for the uses described in Paragraph 5(B) above; B. Should the Court determine that any of the conditionally decreed water rights have not been made absolute, that the Court award Applicant an additional six-year diligence period to make such rights absolute, and for such relief as the Court may deem necessary and proper; C. Applicant has diligently exercised due and reasonable diligence during the six years following entry of the decree in Case No. 07CW47, District Court, Water Division No. 1 towards completion or for completion of the portion of the water right that has not yet been perfected, and further demonstrated that it has satisfied the requirements of “can and will”; and D. Applicant further prays that this Court continue in full force and

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effect the remaining 0.375 cfs of the conditionally decreed water right that has not been perfected for an additional six-year period, and for such other relief as the Court may deem proper. (5 pages) 15CW3174 United States of America Department of the Interior, Bureau of Land Management, Royal Gorge Field Office 3028 E. Main St., Canon City, CO 81212. Service of all pleadings, etc. should be made on: Kristen C. Guerriero, #32663, Arthur R. Kleven, #36081, Office of the Regional Solicitor, 755 Parfet Street, Suite 151, Lakewood, Colorado 80215, Phone:(303) 445-0600, kristen.guerriero@sol.doi.gov, art.kleven@sol.doi.gov. Application for Water Rights (Surface) in PARK COUNTY. 2. Name of structures: Ali Spring 3. Legal description of each point of diversion: All UTM data are from Zone 13 and use the NAD83 (Conus) Datum. Ali Spring: Located on public lands in the SW/4 NW/4, Section 26, T13S R73W, Sixth P.M., approximately 1725 feet from the north section line and 1100 feet from the west section line. 453748mE 4305372mN 4. Sources: Unnamed tributary to Union Creek/South Platte River 5. A. Date of appropriation: 12/31/2015 B. How appropriation was initiated: BLM inventoried the spring to determine the quantity and quality of water available for livestock and wildlife use. Subsequently, the BLM filed this water right application and provided public notice of the water right application. C. Date water applied to beneficial use: 12/31/2015 6. Amount claimed: 0.0011 cfs, absolute 7. Use: Livestock and wildlife. The spring provides water for a herd of up to 335 cattle on the Elevenmile Canyon Allotment. In addition, the spring provides water, forage and cover for elk, mule deer, bear, raptors, and small mammals. 8. Names and addresses of owners of land on which points of diversion, places of use, and structures referenced in this application are located: The spring is located on lands owned and managed by United States of America – Department of the Interior, Bureau of Land Management, Royal Gorge Field Office, 3028 E. Main St., Canon City, CO 81212. Accordingly, no certificate of landowner notification is required. 15CW3175 City of Boulder, c/o Joe Taddeucci, taddeuccij@bouldercolorado.gov, PO Box 791, Boulder, CO 80306, (303) 441-3200. Attorneys: Douglas M. Sinor, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203, (303) 861-1963, dsinor@troutlaw.com; and Jessica L. Pault-Atiase, City of Boulder City Attorney’s Office, PO Box 791, Boulder, CO 80306, (303) 441-3020, pault-atiasej@bouldercolorado.gov. APPLICATION FOR ABSOLUTE WATER STORAGE RIGHT, IN BOULDER COUNTY, COLORADO. 1. Name, Mailing Address, Email Address and Telephone Number of Applicant, see above. 2. Introduction. By this application, Boulder seeks approval of a supplemental water storage right for Barker Meadow Reservoir based on diversions to storage under free river conditions in 2014-2015. The water storage right claimed in this application is in addition to the existing decreed water storage rights for Barker Meadow Reservoir, including but not limited to the water storage rights decreed in Civil Action No. 5563, Boulder District Court, on December 18, 1906; Civil Action No. 14622, Boulder District Court, on March 4, 1964; Case No. W-2361-72, District Court, Water Division No. 1, on December 30, 1975; and Case No. 99CW217, District Court, Water Division No. 1, on April 5, 2013. 3. Name of Reservoir. Barker Meadow Reservoir. 4. Legal Description. Barker Meadow Reservoir is located on the mainstem of Middle Boulder Creek in the W1/2 of Section 17 and in Section 18, Township 1 South, Range 72 West, of the 6th P.M. and in the E1/2 of Section 13, Township 1 South, Range 73 West, of the 6th P.M. 5. Source. Middle Boulder Creek, a tributary of Boulder Creek. 6. Dates of Appropriation. May 21, 2014 and March 24, 2015, respectively. 7. How Appropriation was Initiated. By diversion of water to storage in Barker Meadow Reservoir. 8. Dates Water Applied to Beneficial Use. May 21, 2014 and March 24, 2015, respectively. 9. Amount. 905.24 acre-feet with an appropriation date of May 21, 2014, absolute; 1,054.07 acre-feet with an appropriation date of March 24, 2015, absolute. Attached to the application as Exhibit 1 are accounting records documenting the diversions of water to storage in Barker Meadow Reservoir under free river conditions in the amounts claimed. Alternatively, if the Court determines that any of the claimed amounts have not been made fully absolute for the claimed uses, Boulder claims a conditional water storage right in Barker Meadow Reservoir for any such amounts, with the appropriation dates and uses set forth in paragraphs 6 and 10. 10.Uses. All municipal purposes, including, without limitation,

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domestic, storage, irrigation, commercial, industrial, power generation, fire protection, recreation, fish and wildlife preservation and propagation, exchange, substitution, augmentation, replacement and recharge, within the Boulder service area and outside the Boulder service area for such extra-territorial customers as Boulder may serve from time to time pursuant to City Charter and contracts. Such use shall include the right to make a fully consumptive first use of the water and to use, reuse and successively use the water to extinction for the purposes described in the forgoing sentence. 11. Surface Area of High Water Line. 202 acres. a. Maximum Height of Dam. 175 feet. b. Length of Dam. 720 feet. 12. Total Capacity of Reservoir. 11,767 acre-feet. a. Active Capacity. 11,687 acre-feet. b. Dead Storage. 80 acre-feet. 13. Names and Addresses of Owners of Land. City of Boulder PO Box 791 Boulder, Colorado 80306. WHEREFORE, Boulder requests the Court enter a decree confirming and approving the absolute water storage right described herein. (5 pages) 15CW3176 ARAPAHOE LAKE NO. ONE ASSOCIATION, c/o Christine Herron, Westwind Management Group, Inc., 27 Inverness Drive East. Englewood, CO 80112 (303)369-1800 (Bernard F. Gehris, Burns, Figa & Will, P.C., 6400 S. Fiddlers Green Cir., Ste 1000, Greenwood Village, CO 80111, (303)796-2626, bgehris@bfwlaw.com), II. APPLICATION FOR STORAGE RIGHT, PLAN FOR AUGMENTATION AND EXCHANGE, IN ADAMS, ARAPAHOE, DOUGLAS, JEFFERSON, WELD AND DENVER COUNTIES. A. Structure: “Arapahoe Lake” 1. DAMID: 080332. 2. Location: SW1/4, NE1/4, Sec. 22, T5S, R67W, 6th P.M. The center of the dam is located approximately 1,420 feet from the north Section line and 1,890 feet from the east Section line. Arapahoe Lake is a reservoir situated upon, and in the bed of, Goldsmith Gulch. The location of the lake is illustrated on the map (Ex. A). 3. Source: Goldsmith Gulch, which is a tributary of Cherry Creek, which is a tributary of the S. Platte River. 4. Amount Claimed: 12.6 c.f.s. inflow and 24.9 acre-feet storage, absolute, with the right to refill with continuous refills (absolute). Most recently, Arapahoe Lake was filled and refilled in-priority during 2015. Applicant intends to keep the lake full to the extent feasible pursuant to its priority and the augmentation plan described herein. 5. Date of Appropriation: April 30, 2013. 6. How Appropriation Initiated: Intent and action by the Applicant’s Board to appropriate water for beneficial use, and obtaining engineering and legal consultation on water rights for the existing man-made lake. 7. Uses: recreation, piscatorial and wildlife habitat (all absolute). 8. Size of Reservoir: 24.9 acre-feet (23.6 acre-feet active, 1.3 acre-feet dead storage). Exhibit B is a Stage Capacity Map and Table. 9. Surface Area: 3.6 acres. 10. Maximum Height of Dam: 21 feet. 11. Length of Dam: 240 feet. 12. Names and Addresses of Owners of Land Upon Which Structure for the Water Right is Located: Applicant. 13. Comments: Arapahoe Lake and its dam were designed, permitted, built and filled beginning in 1974 by a developer, as an integral amenity to the Arapahoe Lake subdivision that surrounds it. The developer did not, however, apply for or receive a water storage right at that time. The dam is inspected by the State Engineer’s Office as a jurisdictional dam. The most recent inspection was conducted in September 2013, as part of the emergency dam safety inspections conducted by the State at that time. III. APPLICATION FOR PLAN FOR AUGMENTATION A. Structure to be augmented: 1. Augmented Structure: Arapahoe Lake, as described above. 2. Statement of plan for augmentation: The plan accounts for out-of-priority depletions from lake evaporation, and replaces the depletions with water leased from Denver Water at one or more of the locations, and with one or more of the water rights described in Ex. C. Deliveries will be made and measured at the outfall of the replacement release facility and/or accounted for pursuant to Denver Water’s relevant decrees. Replacement releases and other aspects of the operation of the plan for augmentation (including exchange) are further described in Sec. IV below. 3. Source of Augmentation Water: Water leased from Denver Water pursuant to Contract No. 16113A dated December 16, 2015, for 11 acre-feet per year (Ex. C). The Denver Water rights may include any water rights owned by the City and County of Denver Board of Water Commissioners and legally available to Denver Water for augmentation and replacement. Applicant reserves the right, pursuant to C.R.S. § 37-92-305(8), to use additional or alternative sources of water for replacement under this plan for augmentation or an approved substitute water supply plan, on a temporary or permanent basis, including water leased or owned by Applicant, subject to approval by the Water Court and/or the

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State Engineer’s Office. Applicant further reserves the right to use additional or alternative sources of water for replacement under this plan for augmentation pursuant to an interruptible water supply agreement approved pursuant to C.R.S. § 37-92-309. 4. Evaporation Table (See Ex. D for Detail): Month Ave. Net Evap. (ft) Ave. Net Evap (af) November 0.08 0.291 December 0.08 0.291 January 0.08 0.291 February 0.10 0.364 March 0.14 0.510 April 0.21 0.764 May 0.28 1.019 June 0.40 1.456 July 0.41 1.492 August 0.37 1.347 September 0.29 1.056 October 0.19 0.692 Total 2.63 9.573

IV. APPLICATION FOR APPROPRIATIVE RIGHTS OF EXCHANGE A. Name of Exchange: Arapahoe Lake Augmentation Exchange. B. Operation of the Augmentation Exchange: Applicant requests an appropriative right of exchange pursuant to C.R.S. 37-80-120 and 37-92-302(1)(a). The exchange will operate within all or part of the following reach: from Denver Water’s points of replacement at or upstream of Denver Water’s South Reservoir Complex outlet works located in Sec. 1, T3S, R68W, 6th P.M.; thence up the S. Platte River to the confluence of Cherry Creek in the NE1/4, NW1/4, Sec. 33, T3S, R68W, 6th P.M.; thence up Cherry Creek to the confluence of Goldsmith Gulch in the SW1/4, NE1/4, Sec. 20, T4S, R67W, 6th P.M.; thence up Goldsmith Gulch to the point of depletion at Arapahoe Lake in the SW1/4, NE1/4, Sec. 22, T5S, R67W, 6th P.M. C. Replacement and Exchange From Locations and Rights: 1. Metropolitan Denver Wastewater Reclamation Plant which discharges water to the S. Platte River in Adams County in Sec. 1, T3S, R68W, 6th P.M. 2. Littleton/Englewood Wastewater Treatment Plant which discharges water to the S. Platte River in Arapahoe County in Sec. 33, T4S, R68W, 6th P.M. 3. Denver Water's South Reservoir Complex the outlet works for which delivers water to the S. Platte River in Adams County, Sec. 1, T3S, R68W, 6th P.M. 4. Chatfield Reservoir, the outlet works of which are located in the NE1/4, Sec. 1, T6S, R69W, 6th P.M. in Jefferson and Douglas Counties. 5. The Farmers’ and Gardeners’ Ditch as located on the north and west bank of the S. Platte River, in the NE1/4, NW1/4, Sec. 33, T3S, R68W, 6th P.M., in the City and County of Denver, Colorado, approximately 87 feet from the north Sec. line and 1,884 feet from the west Sec. line. 6. Per Paragraph 27.3 of Denver Water’s Decree in Case No. 04CW121, calculated LIRFs from the Goldsmith Gulch Sub-basin, at the intersection of the downstream Greenwood Gulch Sub-basin boundary with Cherry Creek in the SW1/4, NE1/4, Sec. 20, T4S, R67W, 6th P.M. The calculated LIRFs from the Goldsmith Sub-basin may be used to directly augment Arapahoe Lake depletions. D. Exchange To Structure: Arapahoe Lake, located in the SW1/4, NE1/4, Sec. 22, T5S, R67W, 6th P.M., Arapahoe County, Colorado. E. Affected Exchange Reaches: S. Platte River, Cherry Creek and Goldsmith Gulch. The exchange will operate within all or part of the following reach: from Denver Water’s points of replacement at or upstream of Denver Water’s South Reservoir Complex outlet works located in Sec. 1, T3S, R68W, 6th P.M., up the S. Platte River to the confluence of Cherry Creek in the NE1/4 NW1/4, Sec. 33, T3S, R68W, 6th P.M.; thence up Cherry Creek to the confluence of Goldsmith Gulch in the SW1/4, NE1/4, Sec. 20, T4S, R67W, 6th P.M.; thence up Goldsmith Gulch to the point of depletion in the SW1/4, NE1/4, Sec. 22, T5S, R67W, 6th P.M. A map showing Replacement Points and the Exchange Reach is Ex. E. F. Purpose of Exchange: This exchange allows delivery of replacement water to replace out-of-priority depletions from upstream storage in Arapahoe Lake, to keep this lake full to the extent feasible pursuant to the augmentation plan described herein, in addition to storage under its own priority. G. Appropriation

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Date. Dec. 16, 2015, initiated by obtaining a Non-Potable Replacement Water Lease from Denver Water. H. Exchange Rate and Cumulative Amount Claimed: 0.26 c.f.s, up to 11.0 acre-feet per year, conditional. Applicant reserves the right to make any portion of this exchange right absolute if it is operated with permission of the Division Engineer or local water commissioner prior to any final decree being entered in this case, without further publication. I. Source of Replacement Supply Water: Water obtained by Non-potable Replacement Water Contract No. 16113A from the City and County of Denver, dated December 16, 2015, for 11 acre-feet per year (Ex. C). The Denver Water rights may include any water rights owned by the City and County of Denver Board of Water Commissioners and legally available to the Board for augmentation and replacement. J. Uses: recreation, piscatorial and wildlife habitat in the Lake. V. Owner of land on which Arapahoe Lake dam and reservoir structure is located: Applicant. Comments: Exhibits A-E are not included in the resume, but are available at the Div. 1 Water Court or Applicant’s attorney. Application 7 pages, Exhibits 16 pages. 15CW3177 SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, 6595 East 70th Avenue, P. O. Box 597, Commerce City, CO 80037 c/o Richard J. Mehren, Alison I.D. Gorsevski, Moses, Wittemyer, Harrison and Woodruff, P.C., P. O. Box 1440, Boulder, CO 80306-1440. Application for Change of Water Rights, Conditional Underground Water Right, Conditional Storage Water Right, Expansion of Plan for Augmentation and Approval of Appropriative Rights of Exchange in IN ADAMS, WELD, JEFFERSON, PARK AND CLEAR CREEK COUNTIES 2. Description of application: South Adams is a special district formed under Colorado Statutes. It supplies water to Commerce City and surrounding areas from a variety of sources including water from the South Platte River alluvium and from nontributary groundwater. A map depicting South Adams’ current service area is attached as Exhibit A. A major source of South Adams’ water supply is diverted by wells completed into the South Platte River alluvium. Those wells are operated pursuant to an existing plan for augmentation originally decreed in Consolidated Case Nos. W-8440-76 and W-8517-77 and subsequent Case Nos. W-8440-76A-D (generally referred to herein as “W-8440”), and as that plan has been expanded by Case Nos. 97CW353, 00CW102, 01CW258, 07CW303 and 10CW304, and pending Case Nos. 05CW115 and 06CW285 and other future cases (collectively, the “South Adams Augmentation Plan”). South Adams seeks to: (1) change or otherwise confirm the District’s right to deliver certain of the South Adams’ water supplies to storage in Mann Lakes Reservoir for use by South Adams; (2) appropriate an underground water right for the Mann Lakes Well Field for the filling of Mann Lakes Reservoir for use by South Adams; (3) appropriate a water storage right for Mann Lakes Reservoir for use by South Adams; (4) add the Mann Lakes Well Field underground water right and the Mann Lakes Reservoir storage water right as sources of augmentation and replacement water for use in the South Adams Augmentation Plan; (5) add the Mann Lakes Well Field wells as structures to be augmented by the South Adams Augmentation Plan; (6) incorporate the operation of Mann Lakes Reservoir into the South Adams Augmentation Plan; and (7) appropriate conditional appropriative rights of exchange to permit the diversion by exchange of certain of South Adams’ water supplies to storage in Mann Lakes Reservoir and to deliver water released from Mann Lakes Reservoir to the South Platte River for exchange upstream for use by South Adams. Change of Water Rights 3. Description of water rights sought to be changed: South Adams seeks to change certain water rights previously changed and quantified in Case Nos. 01CW258 and 10CW304 (“01CW258/10CW304 Water Rights”) to allow storage of the fully-consumable water derived from the 01CW258/10CW304 Water Rights in Mann Lakes Reservoir for subsequent use by South Adams. The 01CW258/10CW304 Water Rights that are sought to be changed by this application are described as follows: 3.1 Burlington Ditch, Reservoir and Land Company: South Adams seeks to change 164.705 shares of the 1,848.327 total shares outstanding of the capital stock of the Burlington Ditch, Reservoir and Land Company, in the Little Burlington Division thereof (“Burlington Shares”) (note that although 1,848.327 shares are used herein, this number is not intended to be determinative of the actual number). Of the 164.705 shares, 151.465 shares were previously changed in South Adams’ Case No. 01CW258, and 13.24 shares were previously changed in South Adams’ Case No. 10CW304. 3.1.1 The Burlington Ditch, Reservoir and Land Company owns the following water rights for the Little Burlington Division:

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3.1.1.1 A direct flow right in the amount of 16.28 cfs from the South Platte River, being a portion of the 56.85 cfs with a priority date of April 1, 1864 originally decreed to the Duggan Ditch as Priority No. 7 in former Water District No. 2 by decree dated April 28, 1883 of the District Court in and for Arapahoe County. 9.28 cfs of the 16.28 cfs was transferred to the headgate of the Burlington Ditch by decree dated June 7, 1911 in Civil Action No. 40300 of the District Court in and for the City and County of Denver. 6.0 cfs of the 16.28 cfs was transferred to the headgate of the Burlington Ditch by decree dated May 14, 1912 in Civil Action No. 52668 of the District Court in and for the City and County of Denver as amended on February 28, 1918 (the “Burlington Company’s 6.0 cfs Sanstad Water Right”). 1.0 cfs of the 16.28 cfs was transferred to the headgate of the Burlington Ditch by decree dated January 6, 1927 in Civil Action No. 95386 of the District Court in and for the City and County of Denver. The 9.28 cfs and the 1.0 cfs portions of the Duggan Ditch water right are collectively referred to herein as the “Burlington Company’s 10.28 cfs Duggan Water Right.” 29.45 cfs of the 56.85 cfs originally decreed to the Duggan Ditch as Priority No. 7 was abandoned by decree dated June 7, 1911 in Civil Action No. 40300 of the District Court in and for the City and County of Denver. 3.1.1.2 A direct flow right in the amount of 200 cfs from the South Platte River, of which all 200 cfs is delivered to the Little Burlington Division with a priority date of November 20, 1885, originally decreed to the Burlington Ditch as Priority No. 57 in former Water District No. 2, by decree dated July 8, 1893 of the District Court in and for Arapahoe County and subsequently requantified in the decree in Case No. 02CW403, aff’d, Burlington Ditch Reservoir & Land Co. v. Metro Wastewater Reclamation District, 256 P.3d 645, 665-66 (Colo. 2011) (the “Burlington Company’s 1885 Water Right”). 3.1.1.3 A storage right in the amount of 750 acre-feet from Geneva Creek, a tributary of the North Fork of the South Platte River in Park County, with a priority date of September 15, 1904 in former Water District No. 23, thereafter reorganized as former Water District No. 80, originally decreed to Duck Lake (also known as Altura Reservoir) by decree dated May 18, 1918 of the District Court in and for Park County. 3.1.1.4 A direct flow right in the amount of 50 cfs from First Creek, a tributary of the South Platte River in Adams County, with a priority date of September 1, 1886, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County. 3.1.1.5 A direct flow right in the amount of 250 cfs from Second Creek, a tributary of the South Platte River in Adams County, with a priority date of November 15, 1886, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County. 3.1.1.6 A direct flow right in the amount of 250 cfs from Third Creek, a tributary of the South Platte River in Adams County, with a priority date of September 15, 1887, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County. 3.1.1.7 A direct flow right in the amount of 250 cfs from Sand Creek, a tributary of the South Platte River in Adams County, with a priority date of December 1, 1885, originally decreed to the Burlington Ditch in former Water District No. 2 by decree dated July 8, 1893 of the District Court in and for Arapahoe County, and abandoned in Case No. 02CW403, District Court, Water Division No. 1. 3.1.2 Decreed points of diversion: The Duggan Ditch headgate was initially decreed as being located on Section 36, Township 2 South, Range 68 West of the 6th P.M. By later decrees the point of diversion of the Duggan Ditch was transferred to the headgate of the Burlington Ditch. As originally decreed, the Burlington South Platte River headgate was located at a point on the southeast bank of the South Platte River, about 200 feet east and 200 feet north of the center of Section 14, Township 3 South, Range 68 West of the 6th P.M., in said Water District No. 2, within Arapahoe County. In Case No. 02CW403 the decreed location of the Burlington South Platte River headgate was changed to the Globeville Area Flood Control Works, also described as the New Burlington Headgate, for the water rights that were the subject of that decree; that change was affirmed in Burlington Ditch, 256 P.3d at 673-74. The New Burlington Ditch Headgate was confirmed as a decreed point of diversion for the Burlington Shares in Case Nos. 01CW258 and 10CW304. The New Burlington Headgate is decreed at point on the east bank of the South Platte River in the NE1/4 of the SW1/4 of Section 14, Township 3 South, Range 68 West of the 6th P.M., City and County of Denver, Colorado. The headgate is located at approximately latitude 039° 47´ 24.69˝ N, longitude 104° 58´ 9.97˝ W. The UTM coordinates are approximately NAD 1983 UTM Zone 13S

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502616.89 mE 4404471.42 mN. The decreed location of the Burlington Ditch First Creek headgate is in the NW1/4 of Section 14, Township 2 South, Range 67 West of the 6th P.M. The decreed and actual locations are the same. The decreed location of the Burlington Ditch Second Creek headgate is in the SW1/4 of Section 6, Township 2 South, Range 66 West of the 6th P.M. The actual location is in the NE1/4 of Section 7, Township 2 South, Range 66 West of the 6th P.M. The decreed location of the Third Creek headgate is in the NW1/4 of Section 32, Township 1 South, Range 66 West of the 6th P.M. The Burlington Ditch Third Creek headgate is actually located in the NE1/4 of the SE1/4 of Section 32, Township 1 South, Range 66 West of the 6th P.M. 3.2 The Wellington Reservoir Company: South Adams seeks to change 138.795 shares of the 1838.660 total shares outstanding of the capital stock of the Wellington Reservoir Company (“Wellington Shares”) (note that although 1,838.660 shares are used herein, this number is not intended to be determinative of the actual number.) Of the 138.795 shares, 128.955 shares were previously changed in South Adams’ Case No. 01CW258, and 9.84 shares were previously changed in South Adams’ Case No. 10CW304. 3.2.1 The Wellington Reservoir Company owns the following storage and direct flow rights, which are diverted for use at the afore-described Burlington Ditch headgate, as follows: 3.2.1.1 A direct flow right in the amount of 7.987 cfs from the South Platte River, being a portion of the 56.85 cfs with a priority date of April 1, 1864 originally decreed to the Duggan Ditch as Priority No. 7 in former Water District No. 2 by decree dated April 28, 1883 of the District Court in and for Arapahoe County, which amount was transferred to the headgate of the Burlington Ditch by decree dated April 27, 1923 in Civil Action No. 82042 of the District Court in and for the City and County of Denver. 29.45 cfs of the 56.85 cfs originally decreed to the Duggan Ditch as Priority No. 7 was abandoned by decree dated June 7, 1911 in Civil Action No. 40300 of the District Court in and for the City and County of Denver. 3.2.1.2 A storage right in the amount of 2,747.72 acre-feet from Buffalo Creek, a tributary of the North Fork of the South Platte River in Jefferson County, with a priority date of May 31, 1892 decreed to Wellington Reservoir, Priority No. 416 in former Water District No. 23, thereafter recognized as former Water District No. 80, by decree dated June 21, 1922 in the District Court in and for Park County. 3.2.1.3 A storage right in the amount of 1,652 acre-feet from Buffalo Creek, a tributary of the North Fork of the South Platte River in Jefferson County, with a priority date of June 5, 1920 decreed to Wellington Reservoir First Enlargement as Priority No. 427 in former Water District No. 23, thereafter reorganized as former Water District No. 80, by decree dated June 21, 1922 of the District Court in and for Park County, as thereafter modified by the decree of the District Court in and for Water Division No. 1 entered on January 11, 1972 in Case No. W-186. 3.2.1.4 A direct flow right through the Hicks Creek Feeder Ditch for 25 cfs from Hicks Creek with a priority date of December 31, 1921, as adjudicated by the District Court for Park County in Case No. 1839 on June 21, 1922. 3.2.1.5 A direct flow right through the Mendenhall Feeder Ditch for 25 cfs from Mendenhall Creek, with a priority date of September 3, 1892, as adjudicated by the District Court for Park County in Case No. 1839 on June 21, 1922. 3.2.2 Decreed points of diversion: The Duggan Ditch headgate was initially decreed as being located on Section 36, Township 2 South, Range 68 West of the 6th P.M. By later decrees the point of diversion of the Duggan Ditch was transferred to the headgate of the Burlington Ditch. As originally decreed, the Burlington South Platte River headgate was located at a point on the southeast bank of the Platte River, about 200 feet east and 200 feet north of the center of Section 14, Township 3 South, Range 68 West of the 6th P.M., in said Water District No. 2, within Arapahoe County. In Case No. 02CW403, the decreed location of the Burlington South Platte River headgate was changed to the Globeville Area Flood Control Works, also described as the New Burlington Headgate, for the water rights that were the subject of that decree; that change was affirmed in Burlington Ditch, 256 P.3d at 673–74. The New Burlington Headgate was confirmed as a decreed point of diversion for the Wellington Shares in Case Nos. 01CW258 and 10CW304. The New Burlington Headgate is decreed at a point on the east bank of the South Platte River in the NE1/4 of the SW1/4 of Section 14, T.3S. R.68W. of the 6th P.M., City and County of Denver, Colorado. The headgate is located at approximately latitude 039° 47’ 24.69” N, longitude 104° 58’ 9.97” W. The UTM coordinates are approximately NAD 1983 UTM Zone 13S 502616.89 mE 4404471.42 mN. Wellington Reservoir is located on Buffalo Creek in Sections 29, 30, 31 and 32, Township 8 South, Range 71 West of the 6th P.M., Jefferson County. The

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Hicks Creek Feeder Ditch headgate is located in the NE1/4 of the SE1/4 of the SE1/4, Section 32, Township 8 South, Range 71 West. The Mendenhall Feeder Ditch headgate is located in the SW1/4 of the NE1/4 of the SW1/4, Section 30, Township 8 South, Range 71West of the 6th P.M. 3.3 Fulton Ditch: South Adams seeks to change 550 shares of the 7,185 total shares outstanding of the capital stock of the Fulton Irrigating Ditch Company. Of the 550 shares, 446 shares were previously changed in South Adams’ Case No. 01CW258, and 104 shares were previously changed in South Adams’ Case No. 10CW304. 3.3.1 Appropriation dates and amounts: 3.3.1.1 May 1, 1865; 79.7 cfs; 3.3.1.2 July 8, 1876; 74.25 cfs; 3.3.1.3 November 5, 1879; 50.23 cfs; 3.3.2 Original decree: Case No. 6009, Arapahoe County District Court, dated April 28, 1883. 3.3.3 Decreed point of diversion: The decreed headgate location is near Section 9, between Sections 16 and 17, Township 2 South, Range 67 West of the 6th P.M. The actual point of diversion is located in the NE1/4 of the NE1/4 of the SE1/4 of Section 17, Township 2 South, Range 67 West of the 6th P.M., Adams County. 3.3.4 Source: South Platte River. 3.4 Brighton Ditch: South Adams seeks to change 1.105 of the 20 total outstanding shares of the capital stock of the Brighton Ditch Company previously changed in South Adams’ Case No. 01CW258. 3.4.1. Appropriation dates and amounts: 3.4.1.1 December 1, 1863; 22.22 cfs; 3.4.1.2 November 1, 1871; 25.58 cfs; 3.4.2. Original decree: Case No. 6009, Arapahoe County District Court, dated April 28, 1883. 3.4.3 Source: South Platte River. 3.5. Lupton Meadows Ditch Company: South Adams seeks to change 837 shares of the 4,184 total shares outstanding of the capital stock of the Lupton Meadows Ditch Company. 3.5.1 Lupton Bottom Ditch: The Lupton Meadows Ditch Company owns 43 of the 82.5 shares outstanding of the capital stock of the Lupton Bottom Ditch Company. The 43 shares correspond to 3,573 Lupton Meadows Ditch Company shares delivered through the Lupton Bottom Ditch. Of the 3,573 Lupton Meadows Ditch Company shares delivered through the Lupton Bottom Ditch, South Adams seeks to change 717 shares. Of the 717 shares, 592 shares were previously changed in South Adams’ Case No. 01CW258, and 125 shares were previously changed in South Adams’ Case No. 10CW304. The water rights associated with the Lupton Bottom Ditch are as follows: 3.5.1.1 Appropriation dates and amounts: 3.5.1.1.1 May 15, 1863; 47.7 cfs; 3.5.1.1.2 September 15, 1873; 92.87 cfs; 3.5.1.1.3 March 10, 1871; 37.6 cfs, of which 10 cfs were transferred to the Lupton Bottom Ditch by the Lupton Meadows Ditch Company on April 16, 1927 in Civil Action No. 96148. The remaining 27.6 cfs were abandoned. 3.5.1.2 Original decree: Case No. 6009, Arapahoe County District Court, dated April 28, 1883. 3.5.1.3 Decreed point of diversion: The decreed headgate is “near or on” the NW1/4 of Section 16, Township 1 North, Range 66 West, in Weld County. However, this does not correspond with the actual location of the headgate, which is in the NW1/4 of the SW1/4 of Section 19, Township 1 North, Range 66 West of the 6th P.M. 3.5.1.4 Source: South Platte River. 3.5.2 Meadow Island No. 1 Ditch: The Lupton Meadows Ditch Company owns 25.5 shares of the 130 shares outstanding of the capital stock of the Meadow Island No. 1 Ditch Company. The 25.5 shares correspond to 330 Lupton Meadows Ditch Company shares delivered through the Meadow Island No. 1 Ditch. Of the 330 Lupton Meadows Ditch Company shares delivered through the Meadow Island No. 1 Ditch, South Adams seeks to change 120 shares previously changed in South Adams Case No. 01CW258. The water rights associated with the Meadow Island No. 1 Ditch are as follows: 3.5.2.1 Appropriation dates and amounts: 3.5.2.1.1 May 1, 1866; 26.33 cfs; 3.5.2.1.2 April 29, 1882; 94.8 cfs; 3.5.2.2 Original decree: Case No. 6009, Arapahoe County District Court, dated April 28, 1883. 3.5.2.3 Decreed point of diversion: The decreed headgate location is “on the SE1/4 of Section 12, Township 2 North, Range 67 West of the 6th P.M. The actual point of diversion is located in the SW1/4 of Section 19, Township 2 North, Range 66 West of the 6th P.M. 4. Detailed description of proposed changes: South Adams seeks to add Mann Lakes Reservoir, as described in paragraphs 12-18 below, as an additional place of storage for the fully-consumable water derived from the 01CW258/10CW304 Water Rights. The fully-consumable water derived from the 01CW258/10CW304 Water Rights will be delivered to the South Platte River pursuant to the terms and conditions of the decrees entered in Case Nos. 01CW258 and 10CW304, as applicable, and will then be re-diverted directly, or by operation of the appropriative rights of exchange described in paragraph 27 below, at the headgate of the Brantner Ditch described in paragraph 13.1 below or at the Mann Lakes South Platte River Diversion described in paragraph 13.2 below, and delivered to storage in Mann Lakes Reservoir for

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subsequent use by South Adams for the uses decreed in Case Nos. 01CW258 and 10CW304, as applicable. Conditional Underground Water Right – Mann Lakes Well Field 5. Description of Mann Lakes Well Field: The Mann Lakes Well Field will contain up to 14 wells to be located in the S1/2 of Section 33, Section 34, E1/2 of Section 27 and the W1/2 of Section 26 all in Township 1 South, Range 67 West of the 6th P.M. and in the NE1/4 of Section 4 and the NW1/4 of Section 3 all in Township 2 South, Range 67 West of the 6th P.M. A map that depicts the area within the above-described Sections where the Mann Lakes Well Field wells are proposed to be constructed is attached as Exhibit C. The Mann Lakes Well Field wells will only be constructed upon land owned or controlled by the Board of County Commissioners of Adams County (“Adams County”) that is also within the area depicted on the map attached as Exhibit C. 6. Source: Alluvial groundwater tributary to the South Platte River. 7. Depth: Approximately 50 feet for each well. 8. Date of Appropriation: December 9, 2015. 9. How appropriation was initiated: By resolution of the Board of Directors of South Adams County Water and Sanitation District on December 9, 2015. 10. Rate claimed: 21 cfs, cumulative for the Mann Lakes Well Field. South Adams may pump any combination of the Mann Lakes Well Field wells, but the simultaneous pumping rate for all wells may not exceed 21 cfs. 11. Proposed uses: Use, reuse and successive use to extinction, for augmentation and replacement purposes, including within the South Adams Augmentation Plan and as claimed herein, and for all municipal purposes, including but not limited to domestic, industrial, commercial, irrigation out of South Adams’ municipal system, stock watering, recreation, fish and wildlife preservation and propagation, fire protection, aquifer recharge, sewage treatment, mechanical, manufacturing, street sprinkling, substitution, and exchange purposes, including for all of the above-described purposes, after diversion to storage in Mann Lakes Reservoir and/or after release from Mann Lakes Reservoir and re-diversion to storage in Wattenberg Reservoir described in paragraph 18.1 below and/or the Joint Denver Gravel Pit Lakes described in paragraph 18.2 below for subsequent application to such purposes. Conditional Storage Water Right for Mann Lakes Reservoir 12. Description of structure: Mann Lakes Reservoir is an off-channel, lined gravel pit reservoir complex consisting of three interconnected cells (known as, Mann Lake No. 1, Mann Lake No. 2 and Mann Lake No. 3) located in Section 34 and the SE1/4 of Section 33 all in Township 1 South, Range 67 West of the 6th P.M. as shown on the maps attached as Exhibits B and C. The outlet for Mann Lakes Reservoir is proposed to be located in the E1/2 of Section 34, Township 1 South, Range 67 West of the 6th P.M. as shown on the maps attached as Exhibits B and C. The actual location of the Outlet for Mann Lakes Reservoir may change from the location identified on Exhibits B and C but will be located in the E1/2 of Section 34, Township 1, South, Range 67 West of the 6th P.M. Improvements to Mann Lakes Reservoir are currently underway, and as a result, the volume of the total storage capacity, active capacity and dead storage stated herein are the best available estimates. By this application, South Adams intends to claim a storage water right equal to the actual, as-built total storage capacity of Mann Lakes Reservoir for one complete fill and one refill of such capacity. 12.1 Surface area of high water line: Mann Lake No. 1 – 45 acres; Mann Lake No. 2 – 59 acres; Mann Lake No. 3 – 56 acres. 12.2 Total capacity of reservoir: The estimated total capacity of Mann Lakes Reservoir is 3,741 acre-feet. 12.2.1 Active capacity: 3,559 acre-feet. 12.2.2 Dead storage: 182 acre-feet. 13. Name and legal description of the diversion facilities: 13.1 Brantner Ditch: The headgate of the Brantner Ditch is located on the west bank of the South Platte River at a point in the NE1/4 of the SW1/4 of Section 4, Township 2 South, Range 67 West of the 6th P.M. at a point approximately 2,550 feet from the South section line and 2,150 feet from the West section line of said Section 4. 13.2 Mann Lakes South Platte River Diversion: This point of diversion for Mann Lakes Reservoir will be located at a point on the west bank of the South Platte River in Section 34, Township 1 South, Range 67 West of the 6th P.M. and/or Section 3, Township 2 South, Range 67 West of the 6th P.M. A map that depicts the area within the above-described Sections where the Mann Lakes South Platte River Diversion structure is proposed to be constructed is attached as Exhibit C. The Mann Lakes South Platte River Diversion will only be constructed upon land owned by Adams County that is also within the area depicted on the map attached as Exhibit C. 14. Source: South Platte River. 15. Date of appropriation: December 9, 2015. 16. How appropriation was initiated: By resolution of the Board of Directors of South Adams County Water and Sanitation District on December

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9, 2015. 17. Amount claimed: One fill and one refill of the actual, as-built total storage capacity of Mann Lakes Reservoir in each water year at the following flow rates. 17.1 Brantner Ditch: 110 cfs; 17.2 Mann Lakes South Platte River Diversion: 21 cfs. 18. Proposed uses: Use, reuse and successive use to extinction for augmentation and replacement purposes, including within the South Adams Augmentation Plan and as claimed herein, and for all municipal purposes, including but not limited to domestic, industrial, commercial, irrigation out of South Adams’ municipal system, stock watering, recreation, fish and wildlife preservation and propagation, fire protection, aquifer recharge, sewage treatment, mechanical, manufacturing, street sprinkling, substitution, and exchange purposes, including for all of the above-described purposes, by application to such purposes after storage in Mann Lakes Reservoir, or after release from Mann Lakes Reservoir and re-diversion to storage in the following structures: 18.1 Wattenberg Reservoir: Located in Sections 25 and 36, Township 1 North, Range 67 West of the 6th P.M. and in Section 30, Township 1 North, Range 66 West of the 6th P.M. Water may be delivered to Wattenberg Reservoir by use of the Brighton Ditch or South Platte Diversion I. The Brighton Ditch headgate is located on the west bank of the South Platte River in the SE1/4 SE1/4, Section 11, Township 1 South, Range 67 West of the 6th P.M. South Platte Diversion I is on the west bank of the South Platte River in the W1/2, Section 30, Township 1 North, Range 66 West of the 6th P.M. 18.2 Joint Denver Gravel Pit Lakes: Howe-Haller, Hazeltine, Road Runner’s Rest II, Brinkmann-Woodward, Tanabe and Dunes Reservoirs (referred to herein as “Joint Denver Gravel Pit Lakes”) located in portions of Sections 2, 3, 4, 9 and 10, Township 2 South, Range 67 West of the 6th P.M. Water may be delivered to the Joint Denver Gravel Pit Lakes by use of the Fulton Ditch. The Fulton Ditch headgate is located as described in paragraph 27.2.3 below. 5K Water and 5K Water/Prospect Valley Water Wastewater Reusable Return Flows 19. General description of 5K Water and use by South Adams: The City and County of Denver, acting by and through its Board of Water Commissioners (“Denver Water”), entered into a Settlement Agreement dated August 31, 1999 (“Settlement Agreement”) with the Farmers Reservoir and Irrigation Company (“FRICO”), the Burlington Ditch Reservoir and Land Company and the Henrylyn Irrigation District (collectively, “the Companies”). In accordance with Article III of the Settlement Agreement, Denver Water has agreed to deliver to the Companies up to 5,000 acre-feet of reusable water (“the 5K Water”) in each delivery year. The Companies and South Adams entered into an Amended Stock Purchase Agreement dated September 6, 2006 to provide for deliveries of 5K Water directly to South Adams. Denver Water and the Companies entered into an Amendment to Settlement Agreement dated September 8, 2006 (“the Amended Settlement Agreement”) and Denver Water and South Adams entered into an Agreement dated September 8, 2006 (“Agreement”). The Amended Settlement Agreement and the Agreement provided for delivery of the 5K Water directly to South Adams from Denver Water. Denver Water and South Adams entered into the Intergovernmental Agreement Between South Adams County Water and Sanitation District and the City and County of Denver, Acting By and Through Its Board of Water Commissioner, Contract 15042A, dated April 9, 2014 (“IGA”) that provides for, among other things, terms for the fixed and definite delivery of 5K Water to South Adams. In accordance with Article III of the Amended Settlement Agreement, South Adams has the right to fully-consume the 5K Water, including the right to use or reuse such water to extinction. 20. General description of Prospect Valley Water and use by South Adams: South Adams owns ground water rights located in the Lost Creek Designated Ground Water Basin that have been changed for use for domestic, municipal, irrigation and other uses, and that have been authorized for exportation from the Lost Creek Designated Ground Water Basin in the amount of 1,266.8 acre-feet of water per year (“Prospect Valley Water”) pursuant to the terms and conditions of: (a) the Findings of Fact, Conclusions of Law, Judgment and Decree of the Court entered by the Adams County District Court on May 10, 2004 in Case No. 98CV1727 and (b) the Findings of Fact, Conclusions of Law, Judgment and Decree of the Court entered by the Adams County District Court on June 1, 2004 in Case No. 99CV0097. The Prospect Valley Water may be fully-consumed and may be used and reused to extinction. South Adams will deliver the Prospect Valley Water by pipeline to its customers for indoor and outdoor uses, and the wastewater return flows from such initial use will be recaptured and reused by South Adams, as described in this Application. 21. Case No. 06CW285: In South Adams’ pending Case No. 06CW285, South Adams seeks to, among other

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things, (a) quantify the fully-reusable portion of the return flows from South Adams’ initial use of the 5K Water and PV Water for use, reuse and successive use by South Adams; (b) use the 5K Water and PV Water for replacement and augmentation purposes in the South Adams Augmentation Plan; and (c) divert the wastewater return flows derived from the 5K Water and PV Water (“5K/PV Reusable Wastewater Return Flows”) directly from the South Platte River at the headgate of the Fulton Ditch for storage in the Joint Denver Gravel Pit Complex, the headgate of the Brighton Ditch for storage in Wattenberg Reservoir and at the South Platte Diversion I for storage in Wattenberg Reservoir. As pertinent to this application, the application in Case No. 06CW285 (a) describes the locations for delivery of the 5K Water; (b) claims an appropriative right of substitution or exchange to facilitate storage of the 5K Water and the reusable wastewater return flows derived from the 5K Water and the PV Water (“5K/PV Reusable Wastewater Return Flows”); and (c) identifies the locations for the direct diversion to storage of the 5K Water and the 5K/PV Reusable Wastewater Return Flows. 22. Use of Mann Lakes Reservoir for storage of 5K Water and the 5K/PV Reusable Wastewater Return Flows: In addition to the use of the 5K Water and PV Water described in Case No. 06CW285, South Adams will use Mann Lakes Reservoir for storage and release of the 5K Water and the 5K/PV Reusable Wastewater Return Flows, as follows: 22.1 Direct delivery of 5K Water to Mann Lakes Reservoir: South Adams will divert 5K Water directly from the South Platte River at the headgate of the Brantner Ditch, described in paragraph 13.1 above, or at the Mann Lakes South Platte River Diversion, described in paragraph 13.2 above, for delivery to storage in Mann Lakes Reservoir for subsequent use by South Adams. 22.2 Direct delivery of 5K/PV Reusable Wastewater Return Flows to Mann Lakes Reservoir: South Adams will divert 5K/PV Reusable Wastewater Return Flows discharged to the South Platte River from South Adams’ Williams-Monaco Wastewater Treatment Plant (“Williams-Monaco WWTP”), located in the SE1/4, Section 17, Township 2 South, Range 67 West, 6th P.M., at the headgate of the Brantner Ditch, as described in paragraph 13.1 above, or at the Mann Lakes South Platte River Diversion, as described in paragraph 13.2 above, for delivery to storage in Mann Lakes Reservoir for subsequent use by South Adams. The availability of the 5K/PV Reusable Return Flows for diversion to Mann Lakes Reservoir will be determined pursuant to the terms and conditions of any decree entered in South Adams’ Case No. 06CW285 and in this case. 22.3 Storage of 5K Water and 5K/PV Reusable Wastewater Return Flows in Mann Lakes Reservoir by exchange: South Adams will divert 5K Water and 5K/PV Reusable Wastewater Return Flows discharged to the South Platte River from the Metro Wastewater Reclamation District’s Northern Treatment Plant (“NTP”) located in Weld County near the City of Brighton at the headgate of the Brantner Ditch, as described in paragraph 13.1 above, or at the Mann Lakes South Platte River Diversion, as described in paragraph 13.2 above, by use of the appropriative rights of exchange claimed herein for delivery to storage in Mann Lakes Reservoir for subsequent use by South Adams. The NTP outfall is expected to be located in the SE1/4 SW1/4, Section 31, Township 1 North, Range 66 West, 6th P.M. The availability of the 5K/PV Reusable Return Flows for diversion to Mann Lakes Reservoir will be determined pursuant to the terms and conditions of any decree entered in South Adams’ Case No. 06CW285 and in this case. 22.4 Use of 5K Water and 5K/PV Reusable Wastewater Return Flows for augmentation and replacement of stream depletions: South Adams’ 5K Water and 5K/PV Reusable Wastewater Return Flows stored in Mann Lakes Reservoir pursuant to this application will be used for augmentation and replacement of stream depletions to the South Platte River pursuant to the South Adams Augmentation Plan or will be released for subsequent diversion for municipal use by South Adams. Such use of the 5K Water and 5K/PV Reusable Wastewater Return Flows will be made by release of the 5K Water and 5K/PV Reusable Wastewater Return Flows from Mann Lakes Reservoir to the South Platte River for direct augmentation and replacement use or for augmentation, replacement or municipal use by exchange by use of the appropriative rights of exchange claimed herein. Expansion of the South Adams Augmentation Plan 23. Description of claimed expansion: South Adams seeks herein to expand the South Adams Augmentation Plan, as follows: (a) to add the Mann Lakes Well Field underground water right and the Mann Lakes Reservoir storage water right as sources of augmentation and replacement supply for use in the South Adams Augmentation Plan; (b) to integrate Mann Lakes Reservoir as a place of storage and point of release for South Adams’ augmentation, replacement and municipal water supplies; and (c) to

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add the Mann Lakes Well Field wells as structures to be augmented by the South Adams Augmentation Plan. 24. Addition of new sources of replacement and augmentation water to the South Adams Augmentation Plan: This application seeks to add the following sources of water as replacement and augmentation supplies for use in the South Adams Augmentation Plan: 24.1 Mann Lakes Well Field Underground Water Right: South Adams will use the Mann Lakes Well Field underground water right, as described in paragraphs 5-11 above, as a source of replacement and augmentation water in the South Adams Augmentation Plan. 24.2 Mann Lakes Reservoir Storage Water Right: South Adams will use the Mann Lakes Reservoir storage water right, as described in paragraphs 12-18 above, as a source of replacement and augmentation water in the South Adams Augmentation Plan. 25. Addition of Mann Lakes Well Field wells to the South Adams Augmentation Plan: South Adams seeks to add the Mann Lakes Well Field wells, as described in paragraphs 5-11 above, to the South Adams Augmentation Plan as follows: 25.1 Names of structures to be augmented: Mann Lakes Well Field wells, as described in paragraphs 5-11 above. 25.2 Water rights to be used for augmentation: All those water rights listed in the decrees for the South Adams Augmentation Plan as expanded by this Application. 25.3 Statement of plan for augmentation: The decree in Case No. W-8440-76, as amended, specifically provides for the inclusion of additional wells in the decreed plan for augmentation including exchange. Decretal paragraph 11 provides as follows: In addition to the continuing jurisdiction retained herein pursuant to decretal paragraph 10, supra, this Court shall also retain continuing jurisdiction herein which may be invoked by applicant . . . . for the purpose of expanding the aforedescribed plan for augmentation by including therein additional alluvial wells . . . , with the terms and conditions of such expanded plan to be determined pursuant to such continuing jurisdiction. The Court has approved the expansion of the South Adams Augmentation Plan to include additional augmentation sources, additional alluvial wells, or both in Case Nos. W-8440-76A, W-8440-76C, W-8440-76D, 97CW353, 01CW258, 07CW303 and 10CW304. In accordance with the Court’s order in Case No. W-8440-76D, South Adams has filed this proposed expansion to its plan for augmentation under a new application bearing a new and separate case number. South Adams’ augmentation supplies are sufficient to replace the depletions caused by the pumping of the wells in the Mann Lakes Well Field, and no injury will result from the inclusion of said wells in the South Adams Augmentation Plan or from the pumping of said wells so long as out-of-priority depletions attributable to such pumping are augmented pursuant to the South Adams Augmentation Plan. Therefore, South Adams seeks a determination by the Court that the Mann Lakes Well Field wells, as described in paragraphs 5-11 above, are entitled to divert out-of-priority pursuant to the South Adams Augmentation Plan. 26. Incorporation of Mann Lakes Reservoir into the South Adams Augmentation Plan: South Adams will use Mann Lakes Reservoir and all sources of water storable therein for augmentation, replacement and all municipal purposes within the South Adams Augmentation Plan. Released water will be used for augmentation, replacement and municipal purposes directly, by exchange pursuant to the appropriative rights of exchange claimed herein, or after subsequent diversion or re-diversion to storage for subsequent release for such purposes. Appropriative Rights of Exchange 27. Conditional appropriative rights of exchange: 27.1 Names of structures involved and legal descriptions: 27.1.1 Exchange-From Points: 27.1.1.1 Meadow Island No. 1 – End of Ditch Augmentation Station, in the E1/2 of the E1/2, Section 27, Township 3 North, Range 67 West of the 6th P.M., near the quarter section line between the NE1/4 and the SE1/4 to release water down Grafflin Slough which flows into the South Platte River in the NW1/4 of the NW1/4 of Section 24, Township 3 North, Range 67 West of the 6th P.M. 27.1.1.2 Meadow Island No. 1 – Little Dry Creek Augmentation Station, in the SE1/4, Section 13, Township 2 North, Range 67 West of the 6th P.M. to release water down Little Dry Creek which flows into the South Platte River in the SE1/4 of the NE1/4 of Section 12, Township 2 North, Range 67 West of the 6th P.M. 27.1.1.3 Lupton Bottom - East Lateral Augmentation Station, in the SE1/4 of the SE1/4, Section 12, Township 2 North, Range 67 West of the 6th P.M., to release water down Little Dry Creek which flows into the South Platte River in the SE1/4 of the NE1/4 of Section 12, Township 2 North, Range 67 West of the 6th P.M. 27.1.1.4 Lupton Bottom - West Lateral Augmentation Station, near the center of Section 36, Township 2 North, Range 67 West of the 6th P.M., to release water down Little Dry Creek which flows into the South Platte River in the SE1/4 of the NE1/4 of Section 12, Township 2

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North, Range 67 West of the 6th P.M. 27.1.1.5 Lupton Bottom – End of West Lateral Augmentation Station, in the W1/2 of the E1/2, Section 27, Township 3 North, Range 67 West, near the quarter section line between the NE1/4 and the SE1/4, to release water down Grafflin Slough which flows into the South Platte River in the NW1/4 of the NW1/4 of Section 24, Township 3 North, Range 67 West of the 6th P.M. 27.1.1.6 Brighton Ditch – Big Dry Augmentation Station, in an existing ditch turnout in the NW1/4 of the SW1/4, Section 12, Township 1 North, Range 67 West of the 6th P.M. to release water down Big Dry Creek which flows into the South Platte River in the NW1/4 of the NW1/4, Section 7, Township 1 North, Range 66 West of the 6th P.M. 27.1.1.7 Brighton Ditch – Wattenberg Augmentation Station, in the SW1/4, Section 25 or NW1/4, Section 36, Township 1 North, Range 67 West of the 6th P.M. to release water to the South Platte River in the NW1/4 of the SW1/4 or SW1/4 of the NW1/4, Section 30, Township 1 North, Range 66 West of the 6th P.M. 27.1.1.8 Fulton - County Line Augmentation Station, in the SW1/4 of the NE1/4, Section 5, Township 1 South, Range 66 West of the 6th P.M., to release water to the South Platte River near the north section line of Section 6, Township 1 South, Range 66 West of the 6th P.M. 27.1.1.9 Fulton – Ft. Lupton Augmentation Station, in the NW1/4 of the SW1/4 of Section 9, Township 1 North, Range 66 West of the 6th P.M. to release water to the South Platte River near the NW1/4 of the SE1/4 of Section 31, Township 2 North, Range 68 West of the 6th P.M. 27.1.1.10 Fulton - Gravel Lakes Augmentation Station, in the SE1/4 of the NE1/4, Section 9, Township 2 South, Range 67 West of the 6th P.M., to release water to the South Platte River near the north quarter corner of Section 3, Township 2 South, Range 67 West of the 6th P.M. 27.1.1.11 Joint Denver Gravel Pit Outlet, is expected to be located in the NW1/4 NE1/4 of Section 3, Township 2 South, Range 67 West of the 6th P.M. 27.1.1.12 NTP Outfall to the South Platte River, as described in paragraph 22.3 above. 27.1.1.13 Mann Lakes Reservoir Outlet to the South Platte River, as described in paragraph 12 above, to release water to the South Platte River in the SE1/4 of the NE1/4 of Section 34, Township 1 South, Range 67 West of the 6th P.M. 27.2 Exchange-To-Points: 27.2.1 Brantner Ditch headgate, as described in paragraph 13.1 above; 27.2.2 Mann Lakes South Platte River Diversion, as described in paragraph 13.2 above; 27.2.3 Fulton Ditch headgate, in the NE1/4 of the NE1/4 of the SE1/4 of Section 17, Township 2 South, Range 67 West of the 6th P.M. 27.2.4 Depletion Reach: The locations where South Adams’ wells deplete the South Platte River (the “Depletion Reach”) as described in paragraph 36.d of the decree in Case No. 01CW258 which begins at an upstream point which is at or below the confluence of Sand Creek near the south quarter corner of Section 1, Township 3 South, Range 68 West of the 6th P.M., and extending downstream to a point in the City of Brighton at the Colorado State Highway 7 bridge at the southerly section line of Section 1, Township 1 South, Range 67 West of the 6th P.M. (“01CW258 Depletion Reach”). The Depletion Reach is depicted in Exhibit B. 27.3 Description of exchange reach: The exchange reach claimed extends from its furthest downstream terminus at the location of the confluence of Grafflin Slough and the South Platte River, as described in paragraph 27.1.1.1 above, upstream to the furthest upstream terminus at the location of the confluence of Sand Creek and the South Platte River, as described in paragraph 27.2.4 above. South Adams requests the right to exchange from any of the exchange-from-points identified in paragraph 27.1.1 to any of the exchange-to-points identified in paragraph 27.2. In addition, South Adams requests the right to exchange water between any existing or yet-to-be constructed facilities within this defined exchange reach and located in Weld County or Adams County. Maps showing the locations of the structures are attached as Exhibits B and C. 27.4 Source: The 01CW258/10CW304 Water Rights; the Mann Lakes Well Field underground water right described in paragraphs 5-11 above; the Mann Lakes Storage water right described in paragraphs 12-18 above; South Adams’ 5K Water described in paragraph 19 above; and the 5K/PV Wastewater Reusable Return Flows. 27.5 Date of initiation of appropriation: December 9, 2015. The date when the Board of Directors of South Adams confirmed its intent to make the appropriations by resolution. 27.6 How appropriation was initiated: The date when the Board of Directors of South Adams confirmed its intent to make the appropriations by resolution. 27.7 Date water applied to beneficial use: N/A, Conditional. 27.8 Amount claimed: 110 cfs; CONDITIONAL. The maximum rate of flow for the various intermediate exchanges within the overall exchange reach is set forth in Exhibit D. 27.9 Use of exchanged water: The exchanged water will be used for municipal, irrigation, augmentation, domestic, industrial, commercial,

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stock watering, recreation, fish and wildlife preservation and propagation, fire protection, aquifer recharge purposes, sewage treatment, mechanical, manufacturing, street sprinkling, substitution and exchange, and replacement including both immediate application for such purposes and storage for subsequent application for such purposes. South Adams intends to use, reuse, successively use and fully-consume the exchanged water, and subject to the terms and conditions decreed herein, the exchanged water may be used to extinction for the uses described herein either directly or after diversion or re-diversion to storage. 28. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: 28.1 Mann Lakes Well Field, Mann Lakes South Platte River Diversion and Mann Lakes Reservoir: Adams County, 9755 Henderson Road, Brighton, Colorado 80601. 28.2 Wattenberg Reservoir: City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80030. 28.3 Joint Denver Gravel Pit Lakes: The City and County of Denver, acting by and through its Board of Water Commissioners, 1600 West 12th Avenue, Denver, Colorado 80204. 28.4 Meadow Island No. 1 – Little Dry Creek Augmentation Station: Meadow Island No. 1 Ditch Company, 9826 State Highway 66, Platteville, Colorado 80651; Heit Farm Ltd., LLP, 4250 Weld County Road 27, Fort Lupton, Colorado 80621. 28.5 Lupton Bottom – End of West Lateral Augmentation Station: Big Thompson Investment Holding LLC, 1205 West Elizabeth Street, PMB NO. 134, Fort Collins, CO 80251. 28.6 Brighton Ditch – Wattenberg Augmentation Station: City of Westminster, c/o Director of Public Works, 4800 West 92nd Avenue, Westminster, CO 80030. 28.7 South Platte Diversion I: City of Westminster, 4800 West 92nd Avenue, Westminster, Colorado 80030; Denise B. Clanahan Trustee, 600 17th Street, Suite 2700 South, Denver, Colorado 80202-3725; Aggregate Industries WCR, Inc., 1707 Cole Boulevard, #100, Golden, Colorado 80401-3219. WHEREFORE, South Adams County Water and Sanitation District respectfully requests the Court to enter a decree: (1) granting South Adams’ claimed change of water rights; (2) confirming South Adams’ appropriation of a underground water right for the Mann Lakes Well Field; (3) confirming South Adams’ appropriation of a conditional storage water right for Mann Lakes Reservoir; (4) integrating Mann Lakes Reservoir into South Adams’ operations involving 5K Water and PV Water; (5) adding the Mann Lakes Well Field conditional underground water right and the Mann Lakes Reservoir conditional storage water right as sources of augmentation and replacement supply and approving use of the Mann Lakes Reservoir within South Adams’ Augmentation Plan; (6) adding the Mann Lakes Well Field wells to the South Adams Augmentation Plan; (7) confirming the claimed appropriative rights of substitution and exchange; and (7) all such additional relief as the Court may determine necessary or desirable for the purpose of according full relief. 15CW3178. Tri-State Generation and Transmission Association, Inc., 1100 W. 116th Ave., Westminster, CO 80234, 303-452-6111. APPLICATION FOR WATER STORAGE RIGHT, CHANGE OF WATER RIGHTS, AND APPROVAL OF PLAN FOR AUGMENTATION INCLUDING EXCHANGE In ADAMS AND WELD COUNTIES. CONCERNING THE APPLICATION FOR WATER RIGHTS OF THERMO COGENERATION PARTNERSHIP, L.P. in the South Platte River or its tributaries. DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO, 901 9th Avenue, Room 418, Greeley, CO 80631. 1. Name, address and phone number of applicant: Tri-State Generation and Transmission Association, Inc., 1100 W. 116th Ave., Westminster, CO 80234, 303-452-6111. copies of all pleadings to: Kevin J. Kinnear, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, CO 80302. 2. Application for Water Storage Right: A. Name of Reservoir: JMS Storm Water Pond No. 1 B. Legal description of location of pond: located in the SE1/4 NE1/4 Section 33, T.2N., R.66W, 6th P.M., with the centroid at a point 2,230 feet from the north section line and 120 feet from the east section line. C. Source: Drainage basin above JMS Storm Water Pond No. 1, consisting of approximately 260 acres to the east of the pond. D. Date of appropriation: December 31, 2015. E. How appropriation was initiated: storm water from the drainage basin above JMS Storm Water Pond No. 1 has been captured and prevented from flooding adjacent land since at least 2003, and by posting a sign at the location. F. Date water applied to beneficial use: December 31, 2015 G. Uses:

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storm water retention and mitigation, and industrial and commercial, including irrigation uses at the J.M. Shafer Generating Station. H. Amount claimed: 29.16 acre-feet, conditional. I. Surface area of high water line: 4.821 acres. J. Total capacity of reservoir in acre-feet: 29.16 acre-feet. Active capacity: 29.16 acre-feet. Dead storage: 0 acre-feet. Applicant will store water in JMS Storm Water Pond No. 1 in priority and out of priority whenever there is a storm event, and Applicant will augment all out of priority depletions associated with storage in JMS Storm Water Pond No. 1. There might be times when all water so stored is fully consumed. A general location map associated with this Application is attached hereto as Exhibit A, and the location of the JMS Storm Water Pond No. 1 and the J.M. Shafer Generating Station are indicated on the map attached hereto as Exhibit B. 3. Application for Change of Water Right: Applicant is changing a total of 212 shares of capital stock (“Applicant’s Fulton Water”) out of a total of 7,185 shares outstanding (7,200 issued) of the Fulton Irrigating Ditch Company (the “Company”), which owns a decree for a total 204.18 cfs for irrigation use for the Fulton Ditch with an adjudication date of April 28, 1883 in Case No. 6009, District Court, Arapahoe County. There are three priorities decreed to the Fulton Ditch: (1) Priority No. 8 (original construction) in the amount of 79.7 cfs, with an appropriation date of May 1, 1865; (2) Priority No. 43 (First Enlargement) in the amount of 74.25 cfs with an appropriation date of July 8, 1876; and (3) Priority No. 51 (Second Enlargement) in the amount of 50.23 cfs, with an appropriation date of November 5, 1879. Applicant’s shares represent approximately 2.95% of the water rights and related interests in the Company, which is equal to a total of approximately 6.025 cfs of water under the three Fulton Ditch priorities. The source of water for the Fulton Ditch is the South Platte River, and the point of diversion is located in the NE1/4 NE1/4 SE1/4 of Section 17, T.2S., R.67W., 6th P.M., Adams County, Colorado, pursuant to the decree in Case No. 12CW180, District Court in and for Water Division No. 1. The original decree described the point of diversion as being near section 9, between sections 16 and 17, T.2S., R.67W., 6th P.M. Detailed description of proposed change: Applicant seeks to quantify the historical consumptive use associated with the Applicant’s Fulton Water and change the use of the resulting consumptive use water to be used for augmentation (replacement) use, to replace out of priority depletions. Currently, such out of priority depletions will be associated with: (a) storage and use of storm water that drains into the JMS Storm Water Pond No. 1 described in paragraph 2 above; and (b) diversions at the wells described in paragraph 4.A.II below for use at the J.M. Shafer Generating Station. Applicant also seeks the right to store the historical consumptive use amount of Applicant’s Fulton Water in the Perry Pit East Reservoir (formerly known as Wattenberg Reservoir) and/or the Holton Lake Reservoir No. 1, both of which are described in paragraph 4.D below, for subsequent release for such augmentation/replacement use. An analysis of the historical consumptive use of Applicant’s Fulton Water has been completed. The shares were historically used to irrigate land indicated on Exhibit C, attached hereto, consisting of an average of 105.7 acres located within Sections 17 and 20, and an average of 101.8 acres located within Section 18, T.1N., R.66W., 6th P.M. The average annual net depletion (historical consumptive use) associated with Applicant’s Fulton Water is equal to 326.7 acre-feet per year. The average monthly diversion, consumptive use, and irrigation return amounts associated with Applicant’s Fulton Water are set forth on the attached Exhibits D – F. Non-irrigation season return flows will be replaced from storage as described in paragraph 4 below. Applicant has secured dry-up covenants with the former owners of Applicant’s Fulton Water. The location of the Fulton Ditch headgate and the approximate location of historical use of the rights and proposed place of use and place of storage are shown in Exhibit A. Summaries of records of actual diversions of the Fulton Ditch water rights are attached hereto as Exhibit G. 4. Application for Approval of Plan for Augmentation, including Exchanges: By this application, Applicant will augment out of priority depletions resulting from the storage and use of water in JMS Storm Water Pond No. 1, described in paragraph 2 above, and resulting from the diversion and use of water from the wells described in paragraph 4.A.II below. A. Names of Structures to be Augmented: I. JMS Storm Water Pond No. 1, described in paragraph 2 above. II. Wells 1, 3,4, 5, and 13, which are owned by the City of Fort Lupton and used in part by Applicant pursuant to the terms of that certain Annexation Agreement dated December 6, 1991, between Thermo Carbonic, Inc., Rennoc Corporation, and the City of Fort Lupton and the Findings of Fact, Conclusions of Law, Judgment and Decree of the Water Court, Case No. 03CW119, District Court in and for Water

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Division No. 1 (“Water Court”). The water rights associated with the foregoing wells are described as follows: a. Well 1, permit no. 19493-R-R, decreed in Case No. W-3766 for municipal uses and in Case No. 03CW119 for uses at the J.M. Shafer Generating Station in the amount of 2.89 cfs, with an appropriation date of December 31, 1925 and an adjudication date of June 5, 1974. Well 1 is located in the NE1/4 SE1/4 Section 6, T.1 N., R. 66 W., 6th P.M. b. Well 3, permit no. 19493-T-R, decreed in Case No. W-3766 for municipal uses and in Case No. 03CW119 for uses at the J.M. Shafer Generating Station in the amount of 2.44 cfs, with an appropriation date of December 31, 1941 and an adjudication date of June 5, 1974. Well 3 is located in the NE1/4 NE1/4 Section 6, T.1 N., R. 66 W., 6th P.M. c. Well 4, permit no. 12626-R, decreed in Case No. W-3766 for municipal uses and in Case No. 03CW119 for uses at the J.M. Shafer Generating Station in the amount of 2.22 cfs, with an appropriation date of June 30, 1957 and an adjudication date of June 5, 1974. Well 4 is located in the NW1/4 NE1/4 Section 6, T.1 N., R. 66 W., 6th P.M. d. Well 5, permit no. 20026-R, decreed in Case No. W-3766 for municipal uses and in Case No. 03CW119 for uses at the J.M. Shafer Generating Station in the amount of 2.44 cfs, with an appropriation date of May 1, 1942 and an adjudication date of June 5, 1974. Well 5 is located in the SE1/4 SE1/4 Section 6, T.1 N., R. 66 W., 6th P.M. e. Well 13, permit no. 15273-R, decreed in Case No. W-3766 for municipal uses and in Case No. 03CW119 for uses at the J.M. Shafer Generating Station in the amount of 2.22 cfs, with an appropriation date of July 31, 1947 and an adjudication date of June 5, 1974. Well 13 is located in the SE1/4 SW1/4 Section 32, T.2 N., R. 66 W., 6th P.M. Applicant currently augments the foregoing wells pursuant to the decree in Case No. 03CW119. B. Augmentation Water Rights: Applicant’s Fulton Water in paragraph 3 above. C. Statement of plan for augmentation: Applicant will store and fully consume the storm water in JMS Storm Water Pond No. 1 as described in paragraph 2 above, and Applicant will divert water from the wells described in paragraph 4.A.II above for use at the J.M. Shafer Generating Station for industrial, commercial and irrigation uses. All water stored out of priority, and all out of priority depletions resulting from such well pumping, will be replaced with Applicant’s Fulton Water described in paragraph 3 above, as changed and quantified herein. Such replacement will be made by diverting Applicant’s Fulton Water at the Fulton Ditch headgate and returning Applicant’s Fulton Water, less ditch loss, to the South Platte River through one or more of any Fulton Ditch augmentation station. Such returned water will be used immediately to replace out of priority storage and/or depletions, and/or it will be exchanged into storage for later augmentation use. In addition, Applicant’s portion of irrigation season return flows will be returned to the South Platte River through one or more of any Fulton Ditch augmentation station (non-irrigation season return flows will be stored and subsequently released to the South Platte River). D. Statement of exchanges: Applicant will operate exchanges of water from the Fort Lupton Augmentation Station upstream to any of the diversion points for storage in the Perry Pit East Reservoir, and/or the diversion points for Holton Lake Reservoir No. 1, and/or to the points of depletion of the wells described in paragraph 4.A.II above. Applicant will also operate an exchange of water from the Central Augmentation Station upstream to the Perry Pit East Reservoir. Applicant will subsequently use the water so stored to augment out of priority storage and depletions and to replace non-irrigation season irrigation return flows. The rate of the exchange is 6.69 cfs, conditional, with an appropriation date of December 31, 2015. The source of water is Applicant’s Fulton Water described in paragraph 3, above. The downstream termini of the exchanges are located at: i. the Fort Lupton Augmentation Station, located at the 72” storm sewer outfall at a headwall in SW1/4 SE1/4 of Section 31, T.2N., R.66W., 6th P.M., a distance of approximately 1,320 feet from the south section line and 1,720 feet from the east section line, the outfall of which is located at a point in the SE1/4 NW1/4 Section 7, T.1N., R.66.W., 6th P.M., approximately 2,590 from north line and 1,640 from west line. ii. the Central Colorado Water Conservancy District Augmentation Station (“CCWCD Augmentation Station”), located in the NW1/4 of Section 8, T.1N., R.66W., 6th P.M. Applicant may use other Fulton Ditch augmentation stations in the future that return Fulton Ditch water to the South Platte River below any of the upstream termini described below. The upstream termini of the exchanges are located at: i. Perry Pit East Reservoir, the location of which was described in Water Court Case No. 12CW180 as follows: “located in the NE1/4 of Section 25, T.1N., R.67W. of the 6th P.M., and the NW1/4 of Section 30, T.1N., R.66W. of the 6th P.M., Weld County, Colorado. The approximate centroid

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of the Perry Pit East Reservoir is in Section 25, T.1N., R.67W. of the 6th P.M., at a point 862 feet from the north section line and 78 feet from the east section line of said Section 25. Points of diversion for the Perry Pit East Reservoir (the “Perry Pit wells”) are described as follows. The rate of diversion for all three wells is 3000 gallons per minute (gpm) or 6.69 cubic feet per second (cfs) and such diversion shall be limited to times of live stream flow. a. Well No. 1 (Permit No. 62953-F): West bank of the South Platte River in the NW1/4 NW1/4 of Section 30, T.1N., R.66W. of the 6th P.M., Weld County, Colorado, approximately 120 feet from the north line and 975 feet from the west line of said section, [the point at which depletions from well pumping impact the South Platte River is located 1060 feet from the west section line, 20 feet from the north section line]. b. Well No. 2 (Permit No. 62954-F): West bank of the South Platte River in the NW1/4 NW1/4 of Section 30, T.1N., R.66W. of the 6th P.M., Weld County, Colorado, approximately 445 feet from the north line and 1040 feet from the west line of said section, [the point at which depletions from well pumping impact the South Platte River is located 1165 feet from the west section line, 360 feet from the north section line]. c. Well No. 3 (Permit No. 62955-F): West bank of the South Platte River in the NW1/4 NW1/4 of Section 30, T.1N., R.66W. of the 6th P.M., Weld County, Colorado, approximately 710 feet from the north line and 920 feet from the west line of said section, [the point at which depletions from well pumping impact the South Platte River is located 955 feet from the west section line, 700 feet from the north section line].” ii. Holton Lake Reservoir No. 1, to be located in portions of the SE1/4 SW1/4, the SW1/4 SW1/4, and the SW1/4 SE1/4 of Section 6, and the NE1/4 NW1/4, the NW1/4 NW1/4, and the NW1/4 NE1/4 of Section 7, T.1N., R.66W. of the 6th P.M., Weld County, Colorado. The point of diversion from the South Platte River into Holton Lake Reservoir No. 1 will be the headgate well(s) to be located adjacent to Holton Lake Reservoir No. 1, and/or a headgate for Holton Lake Pipeline No. 2, which has not been constructed, that will divert surface water from the South Platte River on the East bank of the South Platte River at a point in the NW1/4 of the NW1/4 of Section 7, T.1N., R.66W., 6th P.M., approximately 520 feet from the north section line and 1100 feet from the west section line of the NW1/4 of said Section 7. Water also can be delivered to Holton Lake No. 1 via a lateral from the Fulton Ditch, the point of diversion of which is described in paragraph 3 above. iii. Point of Well Depletions, the furthest upstream location of which is associated with Well No. 5, described in paragraph 4.A.II.d above, and is located in the NE1/4 SW1/4 Section 6, T.1N., R.66W., 6th P.M. as indicated on the attached Exhibit C. The exchange from the Fort Lupton Augmentation Station to the points of well depletions will be to Well Nos. 1, 3, 4 and 5 to augment such out of priority depletions by exchange; the point of depletion for Well No. 13 is located below all Fulton Ditch augmentation stations, and therefore out of priority depletions associated with Well No. 13 will be augmented directly and not by exchange. Applicant is negotiating a sub-lease with the City of Fort Lupton for space in the Perry Pit East Reservoir, for which the City of Fort Lupton has leased space from Consolidated Mutual Water Company. Applicant is negotiating a purchase of capacity in Holton Lake Reservoir No. 1. 5.Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. Applicant is the owner of the land upon which the JMS Storm Water Pond No. 1 is located and the owner of land upon which all water will be placed to beneficial use. Holton Family LLC, 12032 Hwy. 52, Fort Lupton, CO 80621 is the owner of the land upon which Holton Lake Reservoir No. 1 will be located. Applicant will notify the Holton Family LLC that the Applicant is applying for this water right, change of water right, and plan for augmentation including exchange, and will certify to the Court that it has done so by no later than 14 days after filing this application. (5 Pages) 15CW3179 COORS BREWING COMPANY, c/o Benjamin Moline, Molson Coors Brewing Company, 1801 California St., Ste 4600 Denver, CO 80202 (303)927-3680 (Stephen H. Leonhardt, Burns, Figa & Will, P.C., 6400 S. Fiddlers Green Cir., Ste 1000, Greenwood Village, CO 80111, (303)796-2626, sleonhardt@bfwlaw.com); APPLICATION FOR AMENDMENT TO PLANS FOR AUGMENTATION AND APPROPRIATIVE RIGHT OF EXCHANGE IN JEFFERSON, ADAMS, AND WELD COUNTIES. 2. Introduction/Purpose of Application: Coors Brewing Company (“Coors”) seeks a limited

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amendment to its decreed augmentation plans to add provisions for reuse, successive use, and disposition to Coors’s fully consumable water rights decreed pursuant to its plans for augmentation in Consolidated Case Nos. W-8036(75) and W-8256(76) (“Coors Augmentation Plan I”), 89CW234 (“Coors Augmentation Plan II”), and 99CW236 (“Coors Augmentation Plan III”), and a related appropriative right of exchange. The terms and conditions of the decrees require Coors to fully replace depletions from its out-of-priority diversions (after offset for return flows), using deliveries of replacement water from decreed sources. Thus, the three augmentation plans authorize Coors to fully consume the water diverted out of priority at its Golden Brewery, so long as the return flow offset and replacement obligations are met. Under some circumstances, Coors has additional water available from these fully consumable diversions after it has provided sufficient return flows and replacement water to fulfill its decreed obligations to replace out-of-priority depletions. For many years, Coors has maximized the beneficial use of this water by leasing effluent to other water users for various uses, typically in substitute water supply plans, which the State Engineer approved until recently. This application seeks a limited amendment to Coors’s three augmentation plans to allow for the reuse, successive use, and disposition of this fully consumable water at locations downstream from where the effluent accrues to Clear Creek, or by limited exchange to the Rocky Mountain Ditch or the Farmers High Line Canal, to confirm that Coors may continue to lease this excess water, when available, to other water users pursuant to the terms and conditions described herein. 3. Summary of Existing Decreed Plans for Augmentation: A. Dates of Previous Decrees: i. 4-15-1977 for Consolidated Case Nos. W-8036(75) and W-8256(76), as amended by decree entered 7-20-1990 in Case No. 88CW271 (“Coors Augmentation Plan I”); ii. 4-30-1993 for Case No. 89CW234 (“Coors Augmentation Plan II”); iii. 8-8-2007 for Case No. 99CW236 (“Coors Augmentation Plan III”). B. Augmented Structures: Coors’s augmentation plans provide for Coors to divert water out of priority, and to fully consume its diversions once required return flows and replacements are made, from the following structures: i. Coors Underground Springs: a. Coors’s augmentation plans replace depletions from out-of-priority diversions of several decreed and permitted wells known as Coors Underground Springs Nos. 11-3271, 12-2822-F, 14-3952-F, 15-2823-F, 18-3269-F, 19-3953, 20-3302, 21-3954-F, 22-3955-F, 23-3956-F, 28-3414-F, 32-3270-F, 35-3303-F, 49-3475-F, 55-3889-F, 56-3888, 57-3890, 59-4816-F, 68-4364, 69-4889, 70-6156, 71-4891, 72-6157, 73-5925-F, 74-5926-F, 75-6367, 76-6368, 77-13721-F, 78-11908-F, 79-9358, 80-5123-F, 81-5124, 82-5125-F, 83-5126-F, 85-4892-F, 87-9359-F, 88-11910-F, 89-11905-F, 90-13722-F, 91-13723-F, 92-11907-F, 93-11906, 94-11909-F, 95-11904-F, 96-13725-F, 97-13727-F, 98-13728-F, 99-13729-F, 100-13724-F, The APCO Well #13583, The Pyle Well #06333, 101, 102 , 103, 115, 116, 117, 118, 120, 121, 122, 123, 124, 125, 126, 127, 133, 134, 135, 136, 1, 2, 5, 9, 110, 148, 149, 150, 151, 152, 153, 154, 155, 156, 157, 158, 159, 160, 162, 165, 166, 167, 168, 169. b. Source, location, and use: All of these structures divert groundwater tributary to Clear Creek and are located in Sections 23, 24, 25, 26, and 27, T3S, R70W, or Sections 19, 20, 29 and 30, T3S, R69W of the 6th P.M., in Jefferson County. The decreed uses include domestic, commercial, industrial, municipal, and fire protection purposes. ii. Jefferson Storage System: The Jefferson Storage System decreed in Case No. W-152 on 7-23-1971 and in Case No. W-152-73 on 4-26-1977, as modified by Case No. 88CW206 on 12-30-1993, and made partially absolute in Case Nos. 2005CW186 and 2012CW67, is a series of existing and proposed reservoirs for which Coors holds absolute and conditional storage rights. Most are off-channel reservoirs located near Coors’s industrial complex in the Clear Creek Basin near Golden that are filled with water diverted from Clear Creek through ditches located downstream from the point of diversion of the Church Ditch. The decreed uses are for: irrigation, domestic, mechanical, manufacturing, generation of power, power generally, fire protection, sewage treatment, street sprinkling, watering of parks, trees, lawns and grounds, recreation, golf club, storage reserves, replacement, adjustments and regulation of the Jefferson Storage System with other uses, ground water storage and recharge, and water exchange. The names, locations, and sources of these decreed structures are more fully described in Coors’s above-referenced augmentation plan decrees and Jefferson Storage System decrees, and are summarized as follows: a. Clinton Reservoir, Crawford Reservoir, Wanemaker (Wannamaker) Reservoir, Hawley Reservoir, Lee Reservoir, Summers Reservoir, Eskins Reservoir, Pearson Reservoir No. 1, Pearson Reservoir No. 1 Enlargement, B-2 Lake, B-3 Lake,

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B-4 Lake, B-5 East Lake, B-6 Lake, B-7 Lake, B-9 Lake, West Lake, Bass Lake, Tabor Lake, Prospect Park Lake. 1) Locations: all of these structures are located in Sections 23, 24, 25, and 26, T3S, R70W, Jefferson County, or Sections 19, 20, 29, and 30, T3S, R69W, Jefferson County. 2) Source: Clear Creek. b. Frost Reservoir, Waldorf Reservoir. 1) Location: Sections 2, 10, and 15, T5S, R75W, Clear Creek County. 2) Source: Leavenworth Creek, tributary to Clear Creek. c. West Gravel Lakes (decreed in Case No. 88CW206 as alternate places of storage for the Frost and Waldorf Reservoir rights). 1) Location: Sections 25 and 26, T2S, R68W, Adams County. 2) Source: Clear Creek. iii. Coors Industries Ditch: The Coors augmentation plans also provide for augmented diversions at the decreed points of diversion for the Coors Industries Ditch. However, this application does not change the rights for those augmented diversions. C. Points of Return Flow/Effluent: The rate of flow of waters diverted through the structures to be augmented are measured through appropriate continuously recording measuring devices or other methods approved by the Division Engineer of Water Division No. 1; the waters thus diverted are stored for subsequent use or used immediately by Coors within its industrial complex for the various purposes for which it requires water. After use, the portion of the water not consumed is measured through appropriate continuously recording measuring devices approved by the Division Engineer of Water Division No. 1 and returned to Clear Creek at various of the following locations: i. Cooling Water Pumped Return Above Cooling Water Inlet: A point lying in the SW1/4 of S27, T3S, R70W, Jefferson County, and more particularly described as lying S 32°28'54" E., 1622.56 feet from the West quarter corner of said S27. ii. Cooling Water Pumped Return Below Cooling Water Inlet: A point lying in the SW1/4 of S27, T3S, R70W, Jefferson County, and more particularly described as lying S 33°37'49" E., 1609.50 feet from the West quarter corner of said S27. iii. Sewage Disposal Plant Outfall: At a point on the North bank of Clear Creek in S24, T3S, R70W, in Jefferson County. (Totalizing flow meter). iv. Water Treatment Plant Backwash: At a point on the South bank of Clear Creek in S24, T3S, R70W, in Jefferson County, more particularly described as lying N 23°24'49" W, 1112.61 feet from the SE corner of said S24. D. Water Rights Used for Augmentation/Replacement: The following water rights are decreed and used for replacement of out-of-priority depletions in Coors’s three augmentation plans: i. Ditch Rights: Coors owns and has rights to use water represented by shares of stock or inch rights in the ditch companies listed below. Coors’s pro rata interests in water from these ditches have been changed in Coors’s augmentation plan decrees to allow use for: agricultural and mechanical purposes, including drinking water, sanitation, fire protection, cooling, manufacturing and normal urban usage, storage purposes, exchange, and augmentation purposes. a. Farmers High Line Canal and Reservoir Company: Coors’s pro rata changed interest in the Farmers High Line Canal is represented by its ownership of 71.615 shares of Farmers High Line Canal and Reservoir Company stock out of a total of 1111.5738 shares outstanding, and applies to the water rights described below. 1) Decree entered 10-4-1884, Case No. 6963, Arapahoe County District Court. Priority, Approp. Date, Amount:

Priority Approp. Date Decreed Amount in (cfs) 3 5-16-1860 1.00 5 5-31-1860 3.281 9 7-1-1860 39.80 30 5-28-1863 1.61 32 6-20-1863 2.75 42 4-23-1865 2.89 54 5-24-1870 0.33 57 4-1-1872 154.00 68 4-1-1886 (*) 191.00 69 4-23-1895 (*) 335.86

(*) Decree entered 10-9-1895, Case No. 21886, Arapahoe County District Court. 2) Decreed point of diversion: On the North bank of Clear Creek in the SW1/4 of S27, T3S, R70W, in Jefferson County. 3) Source: Clear Creek. b. The Agricultural Ditch and Reservoir Company: Coors’s pro rata changed interest in the water rights described below is represented by 1,259 inches of the Agricultural Ditch and

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Reservoir Company, representing the right to use of water Coors owns or has a right to use out of a total of 8000 inches outstanding, and applies to the direct flow rights, storage rights, and exchange rights described below. 1) Direct Flow Rights: Decree entered on 10-4-1884, Case No. 6963, Arapahoe County District Court. Priority, Approp. Date, Amount:

Priority Approp. Date Decreed Amount in (cfs) 2 5-15-1860 1.64 4 5-19-1860 0.675 5 5-31-1860 3.83 7 6-14-1860 1.12

13 5-14-1861 0.098 14 6-2-1861 1.12 15 6-11-1861 0.39 21 6-1-1862 0.15 44 5-16-1865 0.163 61 12-21-1874 101.54 67 3-24-1883 48.46 75 3-27-1888 (*) 55.00

(*) Decree entered on 5-13-1936, District Court for City and County of Denver. a) Decreed point of diversion: On the South bank of Clear Creek in the SW1/4 of S27, T3S, R70W, in Jefferson County. b) Source: Clear Creek. 2) Storage and exchange rights held by and decreed to the Agricultural Ditch and Reservoir Company, as more fully described in Coors Augmentation Plan III, for: a) The Midway Reservoirs (Main, East and Smith Reservoirs): Decrees entered on 5-13-1936 for Priorities 71 and 86; 2-4-1884 for Smith Priority 9; 5-13-1981 for Smith Enlargement. i) Locations: Sections 16, 21, and 22, T4S, R69W, Jefferson County. ii) Source: Clear Creek. b) The Mountain Reservoirs (Loch Lomond Group and Fall River Group): Decrees entered on 5-13-1936 for Priorities 1, 1a and 3; 12-31-1983 for Loch Lomond; 5-13-1936 for Fall River Group. i) Locations: In unsurveyed S5, T3S, R74W, 6th P.M., Clear Creek County. ii) Source: Headwaters of Fall River, and the headwaters of the Northerly or so-called Loch Lomond branch of the Fall River, tributary to Clear Creek. 3) Long Lake Exchange Right decreed for use by the Agricultural Ditch and Reservoir Company in Case No. 89CW227. c. Wannamaker Ditch: Coors’s pro rata changed interest in the water rights described below is represented by 861.515 inch rights in the water carried by the Wannamaker Ditch Company which Coors owns or has a right to use out of a total of 1168 inches outstanding, and applies to the water rights described below. 1) Decree entered on 10-4-1884, Arapahoe County District Court. Priority, Approp. Date, Amount: Amount changed in Coors’s augmentation plans:

Priority Approp. Date Decreed Amount in (cfs) 6 6-1-1860 8.00 52 11-5-1868 13.00

2) Decreed point of diversion: On the North bank of Clear Creek in the NE1/4 of S27, T3S, R70W, Jefferson County. 3) Source: Clear Creek. d. Rocky Mountain Ditch: Exercise of the water rights decreed to the Rocky Mountain Ditch as permitted by decrees in Case No. W-7635(74) and in Coors Augmentation Plan I. 1) Original Decree Date: 10-4-1884 by the District Court of Arapahoe County (now the City and County of Denver), Case No. 41340. 2) Approp. Dates: 5-1-1862 through 3-16-1878. 3) Source: Clear Creek. 4) Decreed Point of Diversion: On the South side of the Croke Dam in the NE1/4 NE1/4 NW1/4 of S26, T3S, R70W, at a point on the South side of Clear Creek which bears S 18°12'25" W, a distance of 401.11 feet from the North quarter corner of said S26, Jefferson County. 5) Coors’s changed interest: 5,066 inches of 7,092 total inches. e. Reno & Juchem Ditch: Exercise of Coors’s 3.03 c.f.s interest in water rights decreed to the Reno & Juchem Ditch from Clear Creek, with approp. dates from 5-14-1861 through 3-2-1878, as permitted by Coors Augmentation Plan I. Replacement water from the Reno & Juchem Ditch is delivered through Augmentation Station No. 12 to Clear Creek in NE1/4 NW1/4 SE1/4 SW1/4 of S19, T3S, R69W, Jefferson County. f. Slough Association Ditches. Exercise of

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Coors’s interests (totaling 14.88 c.f.s) in various water rights decreed to the Slough Association Ditches from Clear Creek, with approp. dates from 2-25-1860 through 5-5-1874, as permitted by Coors Augmentation Plan I. Replacement water from the Slough Association Ditches is delivered through Augmentation Station No. 10 to Clear Creek at a point on the South Bank of Clear Creek in the SW1/4 NE1/4 NW1/4 SW1/4 of S20, T3S, R69W, Jefferson County. g. South Side Ditch. Exercise of Coors’s 0.87 c.f.s. interest in water rights decreed to the South Side Ditch from Clear Creek, with an approp. date 5-16-1860 (Priority No. 3), as permitted by Coors Augmentation Plan I. The South Side Ditch was decreed in the District Court of Arapahoe County on 10-4-1884, for diversion on the south bank of Clear Creek in the NW1/4, SW1/4, S21, T3S, R69W, in Jefferson County. ii. Storage Rights: a. Jefferson Storage System: Water released from the Jefferson Storage System as those facilities are described in the Decrees for Case Nos. W-152-73 and 88CW206, and summarized in Section 3.B.ii above. b. George R. Stewart Reservoir: 1) Decree Date: 10-9-1914 by the District Court of the now City and County of Denver, Case No. 41340. 2) Approp. Date: 10-4-1889. 3) Source: Chesapeake Creek. 4) Capacity: 47.59 acre-feet. iii. Other Water Rights: Coors’s decreed augmentation plans also include as replacement water sources other foreign, developed, and nontributary water sources that Coors owns or controls, which may be used, reused, and successively used to extinction and may be leased or sold to other water users, on or off Coors’s Property. While Coors believes that no amendments to its augmentation plan decrees are necessary for these water sources (and diversions thereby augmented) to be reused, successively used, and disposed of, Coors may seek confirmation of this fact by a decree in this matter. These reusable water sources include: a. Coors Augmentation Plan I includes, as replacement sources, Coors’s (i) decreed right of use to foreign and developed water from Straight Creek Tunnel, (ii) contractual right of use to 1.0 c.f.s. of the decreed “developed, nontributary water” from the Henderson Mine, and (iii) contractual rights to water from the Vidler Tunnel and Berthoud Pass Ditch water as transmountain sources. b. Coors Augmentation Plan III includes, as an augmentation source, a series of nontributary Denver Basin wells that were decreed in Case No. 85CW051. This nontributary groundwater includes the decreed rights for use, reuse, and successive use to extinction and for lease or sale to other water users on or off Coors’s Property. c. Coors Augmentation Plan III includes, as a replacement water source, water available to Coors pursuant to the Decree in Case No. 96CW1117, which authorizes the use of the amount of fully consumable water available to Coors from the City of Thornton’s interests in the water rights decreed to the Farmers High Line, the Church Ditch, the Croke Canal, and Standley Lake Reservoir for all the purposes permitted by the Decrees of this Court in its Case Nos. W-8036(75), W-8256(76), 89CW234, and 91CW122, including augmentation, within Coors’s industrial complex for use, reuse, and successive use to extinction there, or Coors may dispose of the right to reuse such water and may reuse and successively use or dispose of the right to reuse certain additional water pursuant to that decree after the first use thereof by the City of Golden. E. Operation and Administration of Existing Plans for Augmentation: Coors’s three augmentation plans provide detailed procedures for calculating out-of-priority depletions and replacements. Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III require Coors to measure and record the volumes and rates of flow of all diversions, return flows, and replacements made under the decrees. To comply with these requirements, Coors continuously measures and records the rates of flow of all of its in-priority diversions, augmented out-of-priority diversions, augmentation replacements, and return flows to Clear Creek after it uses the diverted water. Coors compiles the recorded flow data into a monthly accounting report that also shows daily diversion and return flow rates and volumes. The difference between the rate of out-of-priority diversions and the rate of return flow is the daily rate of Coors’s net out-of-priority depletions. Pursuant to its decrees, Coors delivers replacement water at a rate sufficient to replace the net out-of-priority depletions to Clear Creek. Coors Augmentation Plan I (pp. 45–76), Coors Augmentation Plan II (pp. 48–50), and Coors Augmentation Plan III (p. 79) state the terms and conditions for Coors’s delivery of replacement flows. As described in Section 3.D of this application, Coors makes the replacements with changed ditch rights, storage rights, and water rights from foreign, developed, and nontributary sources. If there is additional water available at the points of return flow and effluent (described in Section 3.C of this application) after Coors has made all required replacements, Coors categorizes this water as effluent.

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This effluent is fully consumable because Coors has made all required replacements for the corresponding out-of-priority diversions and, therefore, Coors is allowed to fully consume or deplete these augmented diversions. Coors subtracts the volume of its out-of-priority diversions from the volume of return flow and replacements to calculate the amount of reusable effluent. For decades, Coors and the Division Engineer interpreted the terms and conditions of Coors’s augmentation plans to allow it to use and dispose of this effluent as fully consumable and reusable water. Accordingly, Coors has reused, successively used, and disposed of this water to other downstream water users through water leases. In this application, Coors requests a narrow amendment to its augmentation plans stating that this consumable effluent may be reused, successively used, and disposed of by agreement with water users downstream from the Golden Brewery. 4. Amendment to Plans for Augmentation: A. Coors requests an amendment to Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III to add rights of reuse, successive use, and disposition to the allowed uses for its fully augmented out-of-priority diversions pursuant to the Coors augmentation decrees as summarized in Section 3.B above, and to allow such reuse, successive use, and disposition by delivery on Clear Creek and the South Platte River in Jefferson County, Adams County, and Weld County. B. Coors seeks to amend the applications as described above by adding the following language to the “Replacement Flows” provision in each decree: Once Coors provides sufficient replacement water to the stream to fully replace depletions from its out-of-priority diversions as provided in this decree, such diversions are fully consumable and may be reused by Coors at the Golden Brewery or, at Coors’s discretion, successively used and disposed of by agreement to other water users at locations downstream from the location of Coors’s effluent returns on Clear Creek or the South Platte River in Jefferson County, Adams County, and Weld County, or by exchange to the Farmers High Line Canal or the Rocky Mountain Ditch, for any beneficial uses allowed pursuant to this plan for augmentation, subject only to approval of any augmentation plan or substitute water supply plan that is needed for such other parties’ use. This language will be added at the end of the following paragraphs that address “Replacement Flows” in each decree: i. Coors Augmentation Plan I: the first paragraph on page 46. ii. Coors Augmentation Plan II: the first paragraph on page 48 (paragraph 17.A.6). iii. Coors Augmentation Plan III: the first paragraph on page 79 (paragraph V.H). C. With the exception of the above-stated amendment, Coors does not seek to change any additional terms and conditions of Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III. Coors is not amending the changes of water rights, appropriative rights of exchange, augmented structures, locations of return flows, water rights used for augmentation, or replacement mechanisms in the previously decreed Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III. Any exchange of effluent upstream of the Farmers High Line Canal (beyond the reach of the appropriative right of exchange requested in Section 5 below) will require a separate application and decree. D. Coors’s engineering consultant has confirmed that the use, reuse, successive use, and disposition by Coors of the effluent generated by its operations of Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III, based on the amendments proposed herein, will not cause injury to any vested water rights or decreed conditional water rights. Coors’s engineering consultant has confirmed that Coors’s detailed accounting procedures allow the State Engineer to administer the terms of the amendments proposed in this application. E. Coors’s requested reuse, successive use, and disposition of the fully consumable effluent is part of Coors’s longstanding intent and appropriation of fully consumable water rights under its decreed plans for augmentation, and is not speculative. The augmentation decrees authorize Coors to fully consume its out-of-priority diversions. If there is additional consumable effluent remaining after Coors makes its replacements to the stream, Coors maintains dominion and control over this water by using detailed accounting procedures and by contractual disposition to downstream water users. Coors’s use of the consumable effluent is not speculative because, rather than reserving it for an undetermined future use, Coors places it to beneficial use at the Golden Brewery or, when feasible, by disposition for use by agreement with other water users. Cf. Water Supply & Storage Co. v. Curtis, 733 P.2d 680, 683 (Colo. 1987). These uses prevent waste and are consistent with the state policy of maximum beneficial use. See Fellhauer v. People, 447 P.2d 986, 994 (Colo. 1968). i. For decades, Coors and the Division Engineer interpreted the terms and conditions of

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its augmentation plans as allowing Coors to fully consume the effluent that it generates by operating Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III, or to dispose of the effluent to other water users pursuant to leases and other agreements. Water court decrees and substitute water supply plans (“SWSPs”) that include water from the three Coors augmentation plans as a replacement source or substitute supply source supported Coors’s interpretation that this water was fully consumable by other users. The Water Court decreed augmentation plans filed by the City of Thornton that include this water delivered by Coors as a replacement source in Case Nos. 02CW180, 04CW326, and 08CW82, and confirmed the right to reuse, successive use, and disposition of the same water in Case No. 96CW1117. The State Engineer has approved inclusion of the effluent as a source of substitute supply the SWSPs requested by several water users, including Martin Marietta Materials, Inc. and its predecessor, Lafarge West, Inc., (2008–2014), and the Central Colorado Water Conservancy District’s Well Augmentation Subdistrict (“WAS”) in 2005. Additionally, in 2009, the Division Engineer approved leased water available under Coors’s three augmentation plans as an additional augmentation source pursuant to WAS’s decree entered in Case No. 03CW99. The Water Court also entered an order in Case No. 02CW289 on 4-20-2012, granting a motion by the applicant, Republic Services, to amend its decreed plan for augmentation by replacing its previously decreed source of augmentation water (an expiring water lease) with a new water source—a Coors water lease supplied with consumable effluent from Coors’s augmentation plans. ii. Coors currently has lease agreements with several parties, including Martin Marietta Materials, Inc., Todd Creek Village Metropolitan District, Consolidated Mutual Water Company, Rolling Hills Country Club, and Republic Services to provide additional water available under its augmentation plans. Coors uses the effluent that it generates by operating Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III as a source of water to fulfill these lease agreements. In recent years, Coors also has leased water from the same sources to the Colorado Division of Parks and Outdoor Recreation (now part of Colorado Parks and Wildlife), the Central Colorado Water Conservancy District, and Xcel Energy. F. With the exception of the limited amendments described in this Section 4, Coors’s augmentation plans as previously decreed in Case Nos. W-8036(75) and W-8256(76), 89CW234, and 99CW236 shall remain in full force and effect. G. This application does not amend, and any rights decreed on this application shall not interfere with, the terms and conditions of the Agreement dated 5-23-1988 between Adolph Coors Company, the City of Golden, the City of Thornton, and the City of Westminster and recorded at Reception No. 88049909 of the records of the Jefferson County Clerk and Recorder, commonly referred to as the “Cosmic Agreement.” 5. Absolute and Conditional Appropriative Right of Exchange on Clear Creek: A. Name of Exchange: Coors Effluent Exchange. B. Location of the Structures Involved: i. The exchange-from points: Any of the Points of Return Flow/Effluent to Clear Creek described in Section 3.C.i-ix above. ii. The exchange-to points: a. Farmers High Line Canal Decreed Point of Diversion: On the North bank of Clear Creek in the SW1/4 of S27, T3S, R70W, a short distance below the Ford Street Bridge across Clear Creek in the City of Golden, Jefferson County. b. Rocky Mountain Ditch Decreed Point of Diversion: On the South side of the Croke Dam in the NE1/4 NE1/4 NW1/4 of S26, T3S, R70W, at a point on the South side of Clear Creek which bears S 18°12'25" W, a distance of 401.11 feet from the North quarter corner of said S26, Jefferson County C. Source: Clear Creek. D. Purpose of Exchange: Coors seeks this exchange to allow upstream delivery to points within the reach of its augmentation plan operations on Clear Creek, for diversion to allow reuse, successive use, and disposition of Coors’s fully consumable water rights decreed and diverted pursuant to its augmentation plan decrees described above, as amended herein. E. Approp.: i. Date of Approp. of Exchange Right: 10-1-2015 ii. How Appropriation Was Initiated: Coors formulated an intent to make these exchanges and obtained approval from the Water Commissioner to deliver effluent water by exchange at the Rocky Mountain Ditch headgate from 9-22-2015 through 10-20-2015, with a maximum of 7.03 c.f.s. on 10-3-2015, for delivery to Consolidated Mutual Water Company for its storage and beneficial use. F. Exchange Rate and Cumulative Amount Claimed: 12.0 c.f.s. (7.03 c.f.s absolute to the Rocky Mountain Ditch, 4.97 c.f.s conditional to the Rocky Mountain Ditch, and 12.0 c.f.s conditional to the Farmers High Line Canal). The total cumulative instantaneous flow rate under this exchange shall not exceed 12.0 c.f.s. G. Source of Substitute Supply Water: Effluent from Coors’s fully augmented

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diversions made pursuant to its plans for augmentation decreed in Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III, as amended pursuant to this application, and fully consumable effluent from the water available to Coors under the decree in Case No. 96CW1117. H. Uses: Coors’s reuse, successive use, and disposition of exchanged water will be for the following beneficial purposes, as allowed by the Coors Augmentation Plan I, Coors Augmentation Plan II, and Coors Augmentation Plan III: irrigation, domestic, mechanical, commercial, industrial, manufacturing, municipal, generation of power, power generally, fire protection, sewage treatment, street sprinkling, watering of parks, trees, lawns and grounds, recreation, golf club, storage reserves, replacement, adjustments and regulation of the Jefferson Storage System with other uses, ground water storage and recharge, and water exchange. I. Names and addresses of owners or reputed owners of the land upon which any new or existing diversion or storage structure, or modification to any existing diversion is located: i. Farmers High Line Canal is owned by the Farmers High Line Canal & Reservoir Company, 25 South 4th Avenue, Brighton, CO 80601. Its diversion point is on land owned by MillerCoors LLC, 250 S. Wacker Drive, #800, Attn: Legal Department, Chicago, IL 60606. ii. Rocky Mountain Ditch is owned by Rocky Mountain Water Company, c/o Molson Coors Brewing Company, 1801 California Street, Suite 4600, Denver, CO 80202. Its diversion point is also on land owned by MillerCoors LLC. J. Water Quality: Pursuant to C.R.S. § 37-92-305(5), the substituted water provided by Coors for the exchange herein will be of a quality, quantity and continuity to meet the requirements of use for which the receiving structures normally use water from Clear Creek. WHEREFORE, Applicant, Coors Brewing Company, respectfully requests that the Court enter a Decree approving the Amendment to Plans for Augmentation and Appropriative Right of Exchange requested in this Application, and for such further relief as this Court deems proper. (17 pages.)

15CW3180 The City of Englewood, c/o City of Englewood, Attn: Tom Brennan, Utilities Manager, 1000 Englewood Parkway, Englewood, CO 80110, 303-762-2636; Attorneys: Peter D. Nichols, Leah K. Martinsson, Katherine A.D. Ryan, BERG HILL GREENLEAF RUSCITTI LLP, 1712 Pearl Street, Boulder, CO 80302 Phone No: (303) 402-1600 APPLICATION FOR WATER RIGHTS IN ARAPAHOE COUNTY, COLORADO 2. Overview of Application: Applicant seeks a conditional surface water right that will allow for the diversion of 5 c.f.s. from Big Dry Creek at a point just above the confluence of Big Dry Creek and the South Platte River. Diverted water will be placed into a pipeline that generally parallels the South Platte River for a distance of approximately 1,000 feet and will be run through an ultra-low head hydropower feature located within Englewood’s Union Avenue Raw Water Intake Facility. Power generated from this feature will be used to provide security lighting at the Union Avenue Raw Water Intake Facility. This may include use for the lighting of a planned public bike path that will run through the Union Avenue property along the South Platte River. This hydropower generation use will be non-consumptive and all diverted water will be discharged back into the South Platte River at an outfall located just downstream of Englewood’s Union Avenue intake structure. The stream reach between the point of diversion and point of return is a distance of approximately 1,000 feet. There are no intervening water rights located in the stream reach between the point of diversion on Big Dry Creek and the point of return to the South Platte River. In addition to non-consumptive hydropower generation, the requested water right may be used to provide an emergency municipal water supply for Englewood. Currently, Englewood relies almost exclusively on municipal water rights diverted from the South Platte River. This new water right will be capable of being delivered into the Union Avenue Raw Water Intake Facility through an emergency interconnect to be used as an emergency municipal water supply during those times when the quality of the water in the South Platte River is not of a quality suitable for treatment, such as in the event of a hazardous waste release to the South Platte River. Hazardous spill events in the South Platte have occurred in the past above the Union Avenue intake and this diversion would provide a means to avoid water supply interruptions associated with such events. Water diverted for these emergency municipal supply purposes would be treated and delivered to Englewood’s customers through Englewood’s water distribution system. 3. Name of Structure: Big Dry Creek Hydropower Diversion A. Legal Description: 1) Point of Diversion: A point on the northern

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bank of Big Dry Creek located at NAD83UTM Zone 13N, Easting 498784.891 Northing 4386738.496 METERS. 2) Point of Return: A point on the eastern bank of the South Platte River located at NAD83UTM Zone 13N, Easting 498697.227 Northing 4387003.142 METERS. These coordinates were obtained using a Trimble R8 GPS unit receiving corrections via the Trimble VRS network. The point of diversion and point of return are shown on the Location Map attached as Exhibit A. B. Source: Big Dry Creek, a tributary to the South Platte River. C. Date of Initiation of Appropriation: December 30, 2015. 1) How appropriation was initiated: by field investigation, engagement of consulting engineers, and formation of intent to appropriate as evidenced by the filing of this application. 2) Date water applied to beneficial use: N/A. A. Amount Claimed: 5 c.f.s., conditional. A. Use: Hydropower generation and municipal purposes. Primary use of the Big Dry Creek Hydropower Diversion will be for non-consumptive hydropower generation. However, at those times when the water supply available from the South Platte River is of unsuitable quality for diversion into Englewood’s water treatment facility, the water diverted under the requested water right may be consumptively used for municipal uses. 4. Names and Addresses of Owner of Land on Which All Structures are Located: A. Applicant. B. State of Colorado-Department of Natural Resources, Colorado Water Conservation Board, 1313 Sherman St., Suite 721, Denver, CO 80202 WHEREFORE, Applicant requests this Court enter a decree granting Applicant the requested Big Dry Creek Hydropower Diversion conditional water right and such other relief as the Court deems just and proper. (4 Pages)

15CW3181 CENTENNIAL LIMITED LIABILITY CO. III, 1200 – 17th Street, Suite 850, Denver, Colorado 80202; (Carolyn F. Burr, James M. Noble, Jens Jensen, Welborn Sullivan Meck & Tooley, P.C., 1125 – 17th Street, Suite 2200, Denver, Colorado 80202). APPLICATION FOR CONDITIONAL WATER RIGHTS, DOUGLAS COUNTY. 2. Introduction Applicant owns approximately 2,395.57 acres of land in Douglas County, Colorado located in portions of Sections 16, 17, 20, 21, 22, 27, 28, 29 and 33, Township 8 South, Range 68 West of the 6th P.M. in Douglas County, Colorado (the “Property”). In Case No. 00CW111, which was part of the decree entered in Consolidated Case Nos. 00CW18, 00CW111, and 00CW129 (“Consolidated Decree”), Applicant was awarded a conditional storage water right in the amount of 666 acre feet per year with an appropriation date of July 11, 2000. The 666 acre feet of storage decreed in 00CW111 was part of a total storage amount not to exceed 1,922.8 acre feet, which can be stored in ponds of any configuration, size and location on the Property pursuant to the terms of the Consolidated Decree. The 666 acre foot portion of the Applicant’s storage right originally decreed in Case No. 00CW111 was canceled on November 2, 2015 for failure to file a diligence application. Applicant hereby seeks to appropriate a new, conditional storage water right in the amount of 666 acre feet, with an appropriation date of December 31, 2015, in order to replace the cancelled storage right (hereinafter “2015 Storage Right”). 3. Claim for Conditional Storage Water Right. 3.1. Name of Structures: Centennial Ponds. 3.2. Legal Description: In Consolidated Case Nos. 00CW018, 00CW111 and 00CW129 all of the Centennial Ponds were decreed to be located anywhere on the Property with no specific configuration, size or location; provided that the total storage volume of all Centennial Ponds shall not exceed 1,922.8 acre feet per year. The ponds will be located off channel and will be lined with impervious material. 3.3. Sources: The sources for the 2015 Storage Right are: A. Jackson Creek, a tributary of West Plum Creek, through the Jackson Creek Highline Ditch, the Houston Ditch, the Upper Diversion, the Middle Diversion, and the Lower Diversion, all described in the Consolidated Decree; B. West Plum Creek, a tributary of the South Platte River, through the West Plum Creek Diversion and West Plum Creek Alternate Point of Diversion, described in the Consolidated Decree; C. Not nontributary Denver Basin groundwater as decreed in Case Nos. 97CW076 and 99CW196, District Court, Water Division 1. 3.4. Date of Appropriation: December 31, 2015. 3.5. Amount: 666 acre feet (conditional). The 2015 Storage Right constitutes an enlargement of the amounts previously decreed for storage in the Centennial Ponds in Case Nos. 97CW193 and 98CW471, as modified by the Consolidated Decree, bringing the total storage amount to 1,922.8 acre feet, which is the same amount originally contained in the Consolidated Decree, before the cancellation of a portion of the water rights decree in Case No. 00CW111. 3.6. Uses: Irrigation, recreation, commercial, domestic, and augmentation, including reuse, on

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the Property; Denver Basin aquifer recharge, storage, and subsequent withdrawal through wells decreed and described in Case No. 97CW076; storage in the Centennial Ponds, originally decreed in Case No. 97CW193 and 98CW471, as modified in Consolidated Case Nos. 00CW18, 00CW111 and 00CW129. Reuse is for irrigation, excluding domestic, and the subject right will be used to extinction to the extent possible. 3.7. How Appropriation was Initiated: Filing of application. 4. Name and address of owner of land on which structures for the water right is located. The structures are to be located on land owned by Centennial LLC. WHEREFORE, Centennial LLC requests that the Court enter a decree granting the application for conditional water storage rights in the amount of 666 acre feet per year, with an appropriation date of December 31, 2015. 15CW3182 Orphan Wells of Wiggins, LLC (“OWW”), PO Box 37, Wiggins, CO 80654, through their attorneys Petrock & Fendel, P.C., Frederick A. Fendel, III, Matthew S. Poznanovic, 700 Seventeenth Street, Suite 1800, Denver, Colorado 80202,(303) 534-0702. APPLICATION FOR WATER RIGHTS, IN WELD AND MORGAN COUNTIES. WATER RIGHTS 2. OWW Recharge Project. OWW seeks a water right for a recharge project, which includes a recharge well, OWW Recharge Well 1(WDID 0110158, Well Permit No. 61335-F), used to deliver water through a pipeline to a series of recharge ponds described below. 2.1 The OWW Recharge Well 1 is located at its current physical location of point of diversion with UTM coordinates of 573850 mE, 4462440 mN, Zone 13 which places the Well in the NW1/4 SW1/4 of Section 17, Township 4N, Range 60W of the 6th P.M. in Morgan County, Colorado at a point approximately 1594 feet from the South Section line and 161 feet from the West line of Section 17. 2.2 Source: Groundwater tributary to the South Platte River. 2.3 Amount: 5,000 gpm (11.14 cfs), up to 6,000 acre-feet per year (conditional). 2.4 Date of Appropriation: April 2, 2015. How appropriation initiated: The appropriation was initiated by formation of intent, vote of the OWW membership and the filing of the application. 2.5 Uses: The OWW Recharge Well 1 will operate as a recharge well. Water diverted from the well will be delivered by pipeline to the recharge ponds described in paragraph 2.6, and allowed to percolate from the ponds into the underground aquifer and back to the South Platte River for augmentation and replacement of out of priority depletions from both past pumping for wells currently included as member wells in OWW and future pumping by those wells to be authorized pursuant to augmentation plans subsequently requested, from pumping by those wells to be added as member wells in OWW in the future, and to replace depletions from both past pumping by this well and the OWW Augmentation Well 3 and future pumping by those wells pursuant to augmentation plans subsequently requested. At times there may be excess recharge credits generated that exceed OWW’s demand at the time the excess recharge credits are available, and OWW requests to lease, sell or assign any such excess recharge credits to any third party for that party’s use. Out of priority depletions from diversions through the OWW Recharge Well 1 will be replaced pursuant to a plan for augmentation to be requested by OWW in a subsequent water court application. The OWW Recharge Well 1 shall not operate until it is included in a water court application seeking approval of its use pursuant to a plan for augmentation and the well is authorized to divert water in accordance with water court or State Engineer approvals issued in conjunction with such water court application. 2.6 Recharge Ponds: Water from the OWW Recharge Well 1 will be delivered by pipeline to the following recharge ponds, and any additional recharge ponds that may be served by the pipeline in the future: 2.6.1 The B4 Properties 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a five acre area located in the NE1/4 NW1/4 Sec. 34, T4N, R60W of the 6th P.M., Morgan County. 2.6.2 Bruntz 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a six acre area located in the SW1/4 NE1/4 Sec. 34, T4N, R60W of the 6th P.M., Morgan County. 2.6.3 Bruntz 2 recharge pond will consist of one or more recharge ponds to be located anywhere within a fifteen acre area located in the SW1/4 NE1/4 and SE 1/4 NE1/4 Sec. 34, T4N, R60W of the 6th P.M., Morgan County. 2.6.4 Bruntz 3 recharge pond will consist of one or more recharge ponds to be located anywhere within a ten acre area located in the SW1/4 NE1/4 Sec. 34, T4N, R60W of the 6th P.M., Morgan County. 2.6.5

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Bruntz 4 recharge pond consists of one recharge pond located within a seven acre area located in the SW1/4 NE1/4 and NW1/4 NE1/4 Sec. 34, T4N, R60W of the 6th P.M., Morgan County. 2.6.6 Cornerstone 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a forty acre area located in the SE1/4 Sec. 35, T4N, R60W of the 6th P.M., Morgan County. 2.6.7 Cornerstone 2 recharge pond will consist of one or more recharge ponds to be located anywhere within a fifteen acre area located in the SE1/4 Sec. 35, T4N, R60W of the 6th P.M., Morgan County. 2.6.8 Cornerstone 3 recharge pond will consist of one or more recharge ponds to be located anywhere within a thirty acre area located in the SE1/4 Sec. 35, T4N, R60W of the 6th P.M., Morgan County. 2.6.9 Ernst 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a twenty acre area located in the NE1/4 SE1/4 and SE1/4 SE1/4 Sec. 22, T4N, R60W of the 6th P.M., Morgan County. 2.6.10 Ernst 2 recharge pond will consist of one or more recharge ponds to be located anywhere within a seven acre area located in the SE1/4 SE1/4 Sec. 22, T4N, R60W of the 6th P.M., Morgan County. 2.6.11 Ernst 3 recharge pond will consist of one or more recharge ponds to be located anywhere within a twenty acre area located in the NE1/4 SE1/4 Sec. 22, T4N, R60W of the 6th P.M., Morgan County. 2.6.12 Empire 1 recharge pond consists of one recharge pond located within an eight acre area located in the NE1/4 SW1/4 Sec. 34, T4N, R60W of the 6th P.M., Morgan County. 2.6.13 Empire 2 recharge pond will consist of one or more recharge ponds to be located anywhere within a twenty acre area located in the NE1/4 NE1/4 Sec. 29, T4N, R60W of the 6th P.M., Morgan County. 2.6.14 Kaufman 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a ten acre area located in the NW1/4 NE1/4 and NE1/4 NE1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.15 Kaufman 2 recharge pond will consist of one or more recharge ponds to be located anywhere within a six acre area located in the SE1/4 NE1/4 and NE1/4 NE1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.16 Kaufman 3 recharge pond will consist of one or more recharge ponds to be located anywhere within a six acre area located in the SE1/4 NE1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County.2.6.17 Newman 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a five acre area located in the SW1/4 SE1/4 and SE1/4 SE1/4 Sec. 21, T4N, R60W of the 6th P.M., Morgan County. 2.6.18 Newman 2 recharge pond will consist of one or more recharge ponds to be located anywhere within an eight acre area located in the SW1/4 SE1/4 Sec. 21, T4N, R60W of the 6th P.M., Morgan County. 2.6.19 Pope 1 recharge pond will consist of one or more recharge ponds to be located anywhere within a five acre area located in the NW1/4 NW1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.20 Pope 2 recharge pond will consist of one or more recharge ponds to be located anywhere within a five acre area located in the NW1/4 NW1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.21 Pope 3 recharge pond will consist of one or more recharge ponds to be located anywhere within a nine acre area located in the NW1/4 NW1/4 and NE1/4 NW1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.22 Pope 4 recharge pond will consist of one or more recharge ponds to be located anywhere within a ten acre area located in the SE1/4 NW1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.23 Pope 5 recharge pond will consist of one or more recharge ponds to be located anywhere within a six acre area located in the SE1/4 SW1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.24 Pope 6 recharge pond will consist of one or more recharge ponds to be located anywhere within a ten acre area located in the NE1/4 SW1/4 Sec. 27, T4N, R60W of the 6th P.M., Morgan County. 2.6.25 Yocam 1 recharge pond consists of one recharge pond located within a one acre area located in the NW1/4 NW1/4 Sec. 20, T4N, R60W of the 6th P.M., Morgan County. 2.6.26 Yocam 2 recharge pond consists of one recharge pond located within a three acre area located in the NW1/4 NW1/4 Sec. 20, T4N, R60W of the 6th P.M., Morgan County. 2.6.27 Yocam 3 recharge pond consists of one recharge pond located within a ten acre area located in the SW1/4 NW1/4 NW1/4 SW1/4 and SW1/4 SW1/4 Sec. 20, T4N, R60W of the 6th P.M., Morgan County. Recharge credit from recharge ponds located at the properties described above will enter the South Platte River in Section 18, Township 4N, Range 62W of the 6th P.M. in Weld County, Colorado through Section 26, Township 4N, Range 58W of the 6th P.M. in Morgan County, Colorado. 3. OWW Augmentation Well 3 (WDID 0110157, Well Permit No. 61035-F) 3.1 Location: SW1/4 NE1/4 Sec. 34, T4N, R60 W, 6th P.M., at a point 2588 feet from the North Section Line and 2626 feet from the East section line, Morgan County, Colorado. 3.2

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Source: Groundwater tributary to the South Platte River 3.3 Amount: 3,500 gpm (7.798 cfs), up to 5,600 acre-feet per year (conditional). 3.4 Date of Appropriation: April 2, 2015. How appropriation initiated: The appropriation was initiated by formation of intent, vote of the OWW membership and the filing of the application. 3.5 Uses: Augmentation and replacement of out of priority depletions from both past pumping for wells currently included as member wells in OWW and future pumping by those wells to be authorized by augmentation plans subsequently requested, from pumping by those wells to be added as member wells in OWW in the future, and to replace depletions from both past pumping by this well and the OWW Recharge Well 1 and future pumping by those wells pursuant to augmentation plans subsequently requested. Out of priority depletions from diversions through the OWW Augmentation Well 3 will be replaced pursuant to a plan for augmentation to be requested by OWW in a subsequent water court application. The OWW Augmentation Well 3 shall not operate until it is included in a water court application seeking approval of its use pursuant to a plan for augmentation and the well is authorized to divert water in accordance with water court or State Engineer approvals issued in conjunction with such water court application. Depletions from OWW Augmentation Well No. 3 will occur to the South Platte River from Section 18, Township 4N, Range 62W of the 6th P.M. in Weld County, Colorado through Section 26, Township 4N, Range 58W of the 6th P.M. in Morgan County, Colorado. Water will be discharged to the South Platte River by pipeline in the NW1/4 SW1/4 Section 17, T4N, R60 W, Morgan County, Colorado pursuant to a plan for augmentation that will be requested by OWW in a subsequent water court application. 4. Owners of land on which any new structure is or will be located: 4.1 The B4 Properties 1 recharge pond: B4 Properties LLC, (Cody Duane Bruntz) 3506 County Road T, Wiggins, CO 80654, 4.2 Bruntz 1, 2, 3 and 4 recharge ponds, Steven and Sharon Bruntz OWW Recharge Well No. 1: 3506 County Road T, Wiggins, CO 80654, 4.3 Cornerstone 1, 2 and 3 recharge ponds: Cornerstone Farms, LLC, 4647 County Rd Q, Wiggins, CO 80654, 4.4 Ernst 1, 2 and 3 recharge ponds: Rocky Loyd Ernst, 3683 County Rd U, Wiggins, CO 80654, 4.5 Empire 1 and 2 recharge ponds: Empire Dairy, 1473 County Road S, Wiggins, CO 80654, 4.6 Kaufman 1, 2 and 3 recharge ponds:Lance Carl and Barbara Ann Kaufman, 3998 County Rd U, Wiggins, CO 80654, 4.7 Newman 1 and 2 recharge ponds: Gerald K. & Carolyn A. Newman, 2975 County Rd U, Wiggins, CO 80654, 4.8 Pope 1, 2, 3, and 4 recharge ponds: Sherman Pope Trust (C/O Duane Pope) 3097 County Rd T, Wiggins, CO 80654, 4.9 Pope 5 and 6 recharge ponds: Duane and Cynthia Pope, 19502 County Rd 3, Wiggins, CO 80654, 4.9 Yocam 1, 2 and 3 recharge ponds, and OWW Augmentation Well 3: John Yocam, 21056 County Road 1, Orchard, CO 80649. WHEREFORE, Applicant prays that this Court enter a decree granting the application requested herein, and for such other and further relief as may be warranted. (8 pages). 15CW3183 RAINBOW FALLS MOUNTAIN TROUT INC., a foreign corporation, in DOUGLAS COUNTY. CORRECTED APPLICATION FOR WATER STORAGE RIGHTS, SURFACE WATER RIGHTS AND APPROVAL OF PLAN FOR AUGMENTATION. Applicant, Rainbow Falls Mountain Trout Inc., an Iowa corporation in good standing in Colorado, by and through its attorneys, Yates Law Firm, LLC, for its Application for Water Storage Rights, Surface Water Rights, and Approval of Plan for Augmentation, states as follows: The name and address of the Applicant is: Rainbow Falls Mountain Trout Inc. P.O. Box 279 Woodland Park, CO 80866 The purpose of this application is to adjudicate water storage rights, surface water rights, and a plan for augmentation for Rainbow Falls Mountain Trout, Inc., which operates a commercial fish culture facility and fishing club on 101 acres adjacent to Trout Creek in Douglas County, Colorado. The property and fish culture facilities were originally developed in the late 1800s as a part of the Manitou Park south of Woodland Park, Colorado. A map showing the locations of the water rights and structures in this application is attached as Exhibit A. Please forward all correspondence or inquiries regarding this matter to: Alan G. Hill, Yates Law Firm, LLC, 303 East 17th Avenue, Suite 940, Denver,

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Colorado 80203 FIRST CLAIM FOR RELIEF Ajudication of Water Storage Rights Applicant claims the following water storage rights, collectively referred to herein as “Reservoirs.” Name of Reservoir: Ute Lake Legal Description: Located in the NE1/4 of the SW1/4 and the SE1/4 of the SW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Trout Creek in the NE1/4 of the SW1/4 of said Section 21, at a point 1570 feet from the South line and 1990 feet from the West line of said Section 21 (NAD 83 UTM 13N 489722.7E 4334935.0N) Source: Trout Creek and Big Spring Creek Date of appropriation: 09/04/1956 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 09/04/1956 Amount Claimed: 17.57 acre-feet, absolute, with the right of continuous refills totaling 17.57 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation. Surface area of high water line: 4.51 acres. Total capacity of reservoir: 17.57 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Elk Lake Legal Description: Located in the SE 1/4 of the SW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Big Spring Creek in the SE1/4 of the SW1/4 of said Section 21, at a point 1150 feet from the South line and 1690 feet from the West line of said Section 21 (NAD 83 UTM 13N 489631.3E 4334787.3N) Source: Trout Creek and Big Spring Creek Date of appropriation: 07/07/1953 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 07/07/1953 Amount Claimed: 8.82 acre-feet, absolute, with the right of continuous refills totaling 8.82 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation. Surface area of high water line: 2.12 acres. Total capacity of reservoir in acre-feet: 8.82 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Eagle Lake Legal Description: Located in the SE1/4 of the SW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Big Spring Creek in the SE1/4 of the SW1/4 of said Section 21, at a point 750 feet from the South line and 1920 feet from the West line of said Section 21 (NAD 83 UTM 13N 489703.9E 4334683.8N) Source: Trout Creek and Big Spring Creek Date of appropriation: 07/07/1953 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 07/07/1953 Amount Claimed: 1.19 acre-feet, absolute, with the right of continuous refills totaling 1.19 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation. Surface area of high water line: 0.38 acres. Total capacity of reservoir in acre-feet: 1.19 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Palmer Lake Legal Description: Located in the SE1/4 of the SW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Trout Creek in the SE1/4 of the SW1/4 of said Section 21, at a point 1030 feet from the South line and 2220 feet from the West line of said Section 21 (NAD 83 UTM 13N 489794.9E 4334769.9N) Source: Trout Creek and Big Spring Creek Date of appropriation: 10/03/1975 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 10/03/1975 Amount Claimed: 10.17 acre-feet, absolute, with the right of continuous refills totaling 10.17 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation. Surface area of high water

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line: 2.23 acres. Total capacity of reservoir in acre-feet: 10.17 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Trout Creek Lake Legal Description: Located in the SE1/4 of the SW1/4 of Section 21 and the NE1/4 of the NW1/4 of Section 28, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Trout Creek in the SE1/4 of the SW1/4 of said Section 21, at a point 320 feet from the South line and 2160 feet from the West line of said Section 21 (NAD 83 UTM 13N 489787.3E 4334555.5N) Source: Trout Creek and Big Spring Creek Date of appropriation: 07/07/1953 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use 07/07/1953 Amount Claimed: 4.52 acre-feet, absolute, with the right of continuous refills totaling 4.52 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation. Surface area of high water line: 1.08 acres. Total capacity of reservoir in acre-feet: 1.08 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Spring Lake Legal Description: Located in the SE1/4 of the SW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Big Spring Creek in the SE1/4 of the SW1/4 of said Section 21, at a point 560 feet from the South line and 1960 feet from the West line of said Section 21 (NAD 83 UTM 13N 489715.3E 4334627.9N) Source: Trout Creek and Big Spring Creek Date of appropriation: 07/07/1953 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use 07/07/1953 Amount Claimed: 4.52 acre-feet, absolute, with the right of continuous refills totaling 4.52 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation.. Surface area of high water line: 1.00 acre. Total capacity of reservoir in acre-feet: 4.52 acre-feet. Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Watson Lake Legal Description: Located in the NE1/4 of the SW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Trout Creek in the NE1/4 of the SW1/4 of said Section 21, at a point 2600 feet from the North line and 1650 feet from the West line of said Section 21 (NAD 83 UTM 13N 489617.8E 4335249.8N) Source: Trout Creek and Big Spring Creek Date of appropriation: 09/04/1956 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 09/04/1956 Amount Claimed: 28.16 acre-feet, absolute, with the right of continuous refills totaling 28.16 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation.. Surface area of high water line: 8.34 acres. Total capacity of reservoir in acre-feet: 28.16 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Bear Lake Legal Description: Located in the NW1/4 of the NW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Trout Creek in the NW1/4 of the NW1/4 of said Section 21, at a point 990 feet from the North line and 925 feet from the West line of said Section 21 (NAD 83 UTM 13N 489393.0E 4335768.3N) Source: Trout Creek and Big Spring Creek Date of appropriation: 08/16/2004 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 08/16/2004 Amount Claimed: 3.92 acre-feet, absolute, with the right of continuous refills totaling 3.92 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial

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and augmentation. Surface area of high water line: 1.36 acres. Total capacity of reservoir in acre-feet: 3.92 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Name of Reservoir: Cougar Lake Legal Description: Located in the NW1/4 of the NW1/4 of Section 21, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado. The centerline of the dam crosses Trout Creek in the NW1/4 of the NW1/4 of said Section 21, at a point 150 feet from the North line and 125 feet from the West line of said Section 21 (NAD 83 UTM 13N 489143.7E 4336026.9N) Source: Trout Creek and Big Spring Creek Date of appropriation: 08/16/2004 How appropriation was initiated: Construction and filling of lake Date water applied to beneficial use: 08/16/2004 Amount Claimed: 5.17acre-feet, absolute, with the right of continuous refills totaling 5.17 acre-feet in a given year. Use: Irrigation, recreational, piscatorial, fish culture, domestic, commercial and augmentation.. Surface area of high water line: 1.21acres. Total capacity of reservoir in acre-feet: 5.17 acre-feet Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 SECOND CLAIM FOR RELIEF Adjudication of Surface Water Rights Applicant seeks surface water rights for diversions from Big Spring via the Big Spring Pipeline for Applicant’s fish hatchery, residences, lodge and irrigation of a portion of Applicant’s land. A combined total of 1.0 cfs is claimed for the following four uses described in this Second Claim for Relief. Hatchery and Raceways Name of structure: Big Spring Pipeline/Hatchery Legal description of point of diversion: Located is in the NE1/4 of the NW1/4 of Section 28, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado, 10 feet south from the North line and 1985 feet east from the West line of said Section 28 (NAD 83 UTM 13N 489717E 4334442N) Source: Big Spring, source of Big Spring Creek and tributary to Trout Creek Date of appropriation: 12/31/1914 How appropriation was initiated: Diversion of water for fish culture, stocking and commercial sale Date water applied to beneficial use: 12/31/1914 Amount claimed: 1.0 cfs, absolute All uses or proposed uses: fish culture, stocking and commercial sale Non-irrigation purpose description: Applicant operates a private commercial fishing club and operates a hatchery and raceways to raise fish for sport fishing, stocking and commercial sale. Water is diverted into holding areas, raceways and a hatchery building to culture mature fish. Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Residences Name of structure: Big Spring Pipeline/Residences Legal description of point of diversion: Located is in the NE1/4 of the NW1/4 of Section 28, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado, 10 feet south from the North line and 1985 feet east from the West line of said Section 28 (NAD 83 UTM 13N 489717E 4334442N) Source: Big Spring, tributary to Trout Creek Date of appropriation: 12/31/1914 How appropriation was initiated: Diversion of water for domestic use Date water applied to beneficial use: 12/31/1914 Amount claimed: 1.0 cfs, absolute All uses or proposed uses: Domestic use Non-irrigation purpose description: Domestic use for three single-family residences Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Lodge Name of structure: Big Spring Pipeline/Lodge Legal description of point of diversion: Located is in the NE1/4 of the NW1/4 of Section 28, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado, 10 feet south from the North line and 1985 feet east from the West line of said Section 28 (NAD 83 UTM 13N 489717E 4334442N) Source: Big Spring, tributary to Trout Creek Date of appropriation: 12/30/2015, conditional How appropriation was initiated: Field investigation, engineering

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investigation and forming the intent to appropriate. Date water applied to beneficial use: Conditional Amount claimed: absolute 1.0 cfs, conditional All uses or proposed uses: Domestic, commercial, and other water uses for a proposed overnight lodge Non-irrigation purpose description: Water for a proposed overnight lodge Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 Irrigation Name of structure: Big Spring Pipeline/Irrigation Legal description of point of diversion: Located is in the NE1/4 of the NW1/4 of Section 28, Township 10 South, Range 69 West of the 6th P.M., Douglas County, Colorado, 10 feet south from the North line and 1985 feet east from the West line of said Section 28 (NAD 83 UTM 13N 489717E 4334442N) Source: Big Spring, tributary to Trout Creek Date of appropriation: 12/31/1914 How appropriation was initiated: Diversion of water for irrigation Date water applied to beneficial use: 12/31/1914 Amount claimed: absolute 1.0 cfs, absolute All uses or proposed uses: Irrigation of 5 acres Name and address of owner of land on which structure for water right is located: Midwest Off Road Enthusiasts Inc. P.O. Box 279 Woodland Park, CO 80866 THIRD CLAIM FOR RELIEF Approval of Plan for Augmentation Applicant seeks a decree approving a plan for augmentation to augment or replace out-of-priority diversions to the Reservoirs, out-of-priority diversions for the uses described in the Second Claim for Relief described herein, and out-of-priority diversions associated with the Big Spring Pipeline Well, decreed in Case No. W-6138 (Div. 1). Approval of the plan for augmentation would allow Applicant to maintain water levels in the Reservoirs for the claimed uses and to supply water for the hatchery, residences, lodge and irrigation at times when curtailment of diversions or release would otherwise be required. STRUCTURES TO BE AUGMENTED: The water storage rights claimed for the Reservoirs, the direct flow surface water rights claimed for the uses described in the Second Claim for Relief described herein (hatchery, residences, lodge and irrigation), and the Big Springs Pipeline Well. WATER RIGHTS TO BE USED FOR AUGMENTATION: Water stored under the storage rights claimed in this case will be released from one or more of the Reservoirs to augment out-of-priority diversions to storage in other of the Reservoirs; out-of-priority diversions for the hatchery, residences, lodge; and irrigation; and the Big Spring Pipeline Well water right. In addition, augmentation water will be obtained from the City of Woodland Park pursuant to a lease for delivery of fully consumable water delivered to Trout Creek by the City of Woodland Park from the sources and facilities described in the City’s decrees in Consolidated Cases Nos. 86CW376 (Div.1) and 86CW123 (Div. 2), and Case No. 2002CW254 (Div. 1), including, but not limited to, reusable return flows from transmountain water rights, other fully consumable water rights, and fully augmented water rights. DESCRIPTION OF PLAN: Applicant will use the Reservoirs for the purposes described in the First Claim for Relief herein. In addition, Applicant will divert water at the Big Springs Pipeline point of diversion for use in the hatchery, raceways, residences, lodge, for irrigation and for the Big Spring Pipeline Well for its decreed purposes. Any out-of-priority diversions will be augmented from the sources described herein. Credit will be taken by Applicant for water released from the Reservoirs to Trout Creek and for fully consumable water leased from the City of Woodland Park that is released to Trout Creek and reduced by appropriate transit losses. Applicant’s plan provides a method for replacing water necessary to meet the lawful requirements of senior diverters at the time and location and to the extent that seniors would be deprived of their lawful entitlement. The operation of Applicant’s plan for augmentation will not injuriously affect the owners of or persons entitled to use water rights under vested water rights or decreed conditional water rights. WHEREFORE, Applicant prays for a decree approving the adjudicating the

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water storage rights and surface water rights described herein, and approving the plan for augmentation described herein, and for such further relief as the court deems proper. AMENDMENTS 08CW175 City of Evans (“Evans”), 1100 37th Street, Evans, CO 80620, Telephone: (970) 339-5344.Second Amended Application for Change of Water Rights and Approval of Plan for Augmentation in LARIMER and WELD COUNTIES. City of Evans (“Evans”), 1100 37th Street, Evans, CO 80620, Telephone: (970) 339-5344. The original Application, filed August, 2008, seeks to change 23 shares in the Godfrey Ditch Company and approval of an augmentation plan to replace out-of-priority depletions from two wells. The First Amended Application, filed March, 2014, seeks to change an additional Godfrey Ditch Company share and approval to include the additional share as a replacement source in the augmentation plan for the two wells. The Second Amended Application seeks to change shares or contract rights in the Greeley and Loveland Irrigation Company (GLIC), the Seven Lakes Reservoir Company (Seven Lakes), and the Loveland and Greeley Reservoir (Lake Loveland), and approval to include these shares and contract rights as replacement sources in the augmentation plan for the two wells. I. CHANGE OF WATER RIGHTS. A. Decreed name of structures for which changes are sought. 34.67 shares in GLIC; 5.5 shares in Seven Lakes; and 5 contract rights in Lake Loveland. GLIC, Seven Lakes, and Lake Loveland hold legal title to the following water rights: a) the Barnes Ditch decreed in Section 17, Township 5 North, Range 69 West, 6th P.M., Larimer County. The historic point of diversion is on the North side of the Big Thompson River in the NW1/4 of the SE1/4 of said Section 17. The Barnes Ditch has an alternate point of diversion on the Big Thompson River in Section 15, Township 5 North, Range 69 West, 6th P.M., Larimer County; b) the Loveland and Greeley Canal decreed with two separate headgates, one located in Section 15 and one in Section 17, each in Township 5 North, Range 69 West, 6th P.M., Larimer County. The actual point of diversion of the Loveland and Greeley Canal is in the SW1/4 of Section 15, Township 5 North, Range 69 West, 6th P.M., Larimer County; c) the Larimer County Irrigation and Manufacturing Ditch or the Chubbuck Ditch diverts from the Big Thompson River through the headgate(s) of the Loveland and Greeley Canal; and d) the Loveland and Greeley Reservoir (Lake Loveland) located in the NE1/4 of Section 10, Section 11, and the N1/2 of N 1/2 of Section 14, all in Township 5 North, Range 69 West, 6th P.M., Larimer County. B. Proposed Changes. Evans does not seek to change the points of diversion at which water is diverted under the GLIC, Seven Lakes, and Lake Loveland water rights; however, Evans proposes to remove 460.4 historically irrigated acres from irrigation. It is anticipated the subject GLIC, Seven Lakes, and Lake Loveland shares and contract rights will provide approximately 302 acre-feet of consumptive use credit on an annual basis. Evans proposes to use these consumptive use credits to replace out-of-priority stream depletions from pumping Well No. 1-1335 and EnviroTech Well No. 67595-F. In addition, Evans seeks approval a) to deliver consumptive use credits available under these shares and contract rights, whether such water is attributable to direct-flow or storage rights, to the Ground Water Management Subdistrict of the Central Colorado Water Conservancy District (“CCWCD”) to satisfy Evans’ obligations to CCWCD under an intergovernmental agreement between Evans and CCWCD for use of CCWCD’s augmentation station on the Godfrey Ditch and for use of a portion of the storage capacity in Nissen Reservoir; and b) to deliver water available under these shares and contract rights, whether such water is attributable to direct-flow or storage rights, to Boyd Lake and/or Lake Loveland for treatment by the City of Greeley, which water will then be delivered to Evans for all municipal purposes within its current and future service areas, including but not limited to domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection, sewage treatment, street sprinkling, recreational, storage for later use, operational detention, replacement, and all other beneficial purposes related to the operation of municipal water and sewer services. To the extent return flows attributable to the new use of the shares and contract rights are not sufficient to maintain historical return flows, Evans further seeks approval to deliver water available under these shares and contract rights to the Big Thompson River or the South Platte River as necessary to maintain historical return flows. To the extent return flows attributable to the new use of the

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shares and contract rights that are the subject of this application exceed the historical return flows therefrom, Evans seeks confirmation of the right fully to consume that incremental amount, whether by reuse, successive use, exchange, sale or otherwise. A map showing the decreed points of diversion and Evans’ current and future service area is attached to the application filed by Evans in Case No. 96CW958, which is on file with the Water Clerk for Water Division 1. Maps showing the location of the lands historically irrigated by the subject GLIC, Seven Lakes, and Lake Loveland shares and contract rights are attached to the Second Amended Complaint on file with the Water Clerk for Water Division 1. Finally, Evans seeks approval to use the consumptive use credit to satisfy return flow obligations associated with the change of shares and contract rights in the Companies in Evans’ Case Nos. 96CW958 and 03CW314, and for lease and/or exchange to third parties, including EnviroTech and CCWCD, for use as replacement supplies. II. PLAN FOR AUGMENTATION. A. Structures to be augmented. Evans’ non-potable Well No. 1-1335 and EnviroTech Well No. 67595-F. In addition to Godfrey Ditch Company shares and the yield from Windy Gap transmountain diversion project as described in the original Application and the First Amended Application, the Second Amended Application proposes to use consumptive use credits from the change of GLIC, Seven Lakes, and Lake Loveland shares and contract rights (described aboveto replace injurious out-of-priority depletions caused by the operation of Well No. 1-1335 and EnviroTech Well No. 67595-F. These consumptive use credits will be delivered to the Big Thompson River or the South Platte River from releases from Lake Loveland, from Boyd Lake, or from an outlet structure on the Greeley and Loveland Canal at Ashcroft Draw. Pursuant to an Intergovernmental Agreement (IGA) between Evans and CCWCD, CCWCD is entitled to use up to 11 Shares out of the 24 shares of the Godfrey Ditch Company through 2023. In exchange, Evans has the right to use up to 70 acre-feet of storage space within Nissen Reservoir, or an alternate storage location within the CCWCD. Pursuant to the IGA, CCWCD is responsible for obtaining approval for the use of the 11 Shares and maintaining the historical return flows associated with those Shares. In the event the IGA is terminated prior to 2023, Evans will be obligated to deliver water to CCWCD for a specified period, in which case Evans intends to deliver water from the Windy Gap water rights or the subject shares and contract rights in GLIC, Seven Lakes, and Lake Loveland.  

12CW303 CITY OF BLACK HAWK, c/o Director of Public Works, P.O. Box 68, Black Hawk, Colorado 80422, Telephone: (303) 582-1324, c/o Harvey W. Curtis, Esq., Harvey W. Curtis & Associates, 8310 South Valley Highway, #230, Englewood, Colorado 80112, Telephone: (303) 292-1144. FOURTH AMENDED APPLICATION FOR CHANGES OF WATER RIGHTS, PLAN FOR AUGMENTATION, AND CONDITIONAL APPROPRIATIVE RIGHTS OF EXCHANGE, IN GILPIN, CLEAR CREEK, JEFFERSON, ADAMS, BROOMFIELD, DENVER, ARAPAHOE AND WELD COUNTIES. AMENDMENT TO APPLICATION: The original Application in this matter was filed with the District Court for Water Division No. 1 on December 28, 2012, and an Amended Application was filed in this matter on January 14, 2013, and published in the Division 1 Water Court resume for January 2013. A Second Amended Application was filed on November 30, 2013, and published in the Division 1 Water Court resume for November 2013. A Third Amended Application was filed on July 31, 2015, and published in the Division 1 Water Court resume for July 2015. This case is set for trial as a firm setting beginning December 5, 2016. Applicant has filed its expert disclosures pursuant to C.R.C.P. 26(a)(2), and will supplemented its expert disclosures to reflect the amendments herein by March 1, 2016. The objectors have filed their expert disclosure pursuant to C.R.C.P. 26(a)(2), and will supplement said disclosures to reflect the amendments herein by June 30, 2016. The following provisions of the Third Amended Application are hereby amended as follows: III. REQUEST FOR APPROVAL OF PLAN FOR AUGMENTATION. A. Name of structures to be augmented: “22. Colorado Division of Public Health and Environment’s (“CDPHE’s”) Gregory Incline Drainage Diversion. (a) Legal Description: Within 200 feet of: UTM: Easting: 457684.24, Northing: 4405933.97(NAD 1983 Zone 13 North); PLSS: NW SW Section 7, Township 3 South, Range 72 west of the 6th PM, 1517’ East of the West Section Line, 2510’ North of the South Section Line, in Gilpin County, Colorado, subject to remaining on property owned by the Colorado Department of Transportation. (b) Water rights diverted

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from the structure: 0.60 c.f.s. (270 g.p.m.), conditional, appropriation date 7/23/2004, pending adjudication in Case No. 11CW282. 23. CDPHE’s National Tunnel Drainage Diversion. (a) Legal Description: Within 200 feet of: UTM: Easting 458545.72, Northing: 4405533.77 (NAD 1983 Zone 13 North); PLSS: SW SE Section 7, Township 3 South, Range 72 West of the 6th PM, 1425’ West of the East Section Line, 1221’ North of the South Section Line, in Gilpin County, Colorado, subject to remaining on property owned by the Colorado Department of Transportation. (b) Water rights diverted from the structure: 0.17 c.f.s. (76 g.p.m.), conditional, appropriation date 7/23/2004, pending adjudication in Case No. 11CW282. 24. CDPHE’s Gregory Gulch Surface Water Diversion. (a) Legal Description: Within 200 feet of: UTM: Easting: 457741.76, Northing: 4405881.05 (NAD 1983 Zone 13 North); PLSS: NW SW Section 7, Township 3 South, Range 72 West of the 6th PM, 1706’ East of the West Section Line, 2346’ North of the South Section Line, in Gilpin County, Colorado, subject to remaining on property owned by the Colorado Department of Transportation. (b) Water rights diverted from the structure: 0.99 c.f.s. (445 g.p.m.), conditional, appropriation date 7/23/2004, pending adjudication in Case No. 11CW282.” C. Complete statement of plan of augmentation: “Under this plan for augmentation, the Applicant will divert and/or store water at the structures described in paragraphs III.A.1. through III.A.21., above. To the extent said diversions and/or storage are out of priority, depletions from said diversions and/or storage will be replaced with water from the sources described in paragraph III.B., above. Under this plan for augmentation, CDPHE will divert water at the structures described in paragraphs III.A.22 through III.A.24 for delivery to CDPHE’s proposed water treatment plant on North Clear Creek (“CDPHE Plant”) that is the subject of Case No. 2011CW282 for the treatment and removal of heavy metals or other substances to improve water quality in North Clear Creek and Clear Creek. Applicant’s deliveries of potable water to the CDPHE Plant will include 1.5 acre-feet of fully consumable water, annually, to replace up to 1.5 acre-feet/year of depletions of stream water diverted at the points described in paragraphs III.A.22, III.A.23, and III.A.24, above, which depletions occur during the water treatment plant process. Said depletions will be replaced by Applicant’s potable water delivered at the CDPHE Plant’s discharge point on North Clear Creek located within 200 feet of: UTM: Easting 459053.46, Northing: 4405406.52 (NAD 1983 Zone 13 North); PLSS: SW SW Section 8, Township 3 South, Range 72 West of the 6th PM, 250' East of the West Section Line, 765' North of the South Section Line, Gilpin County, Colorado. Applicant asks the Court to decree that, for any water rights for which out-of-priority depletions are fully augmented under this paragraph, Applicant has the right to use, reuse, successively use and dispose of, by exchange, sale, lease, or otherwise, to extinction all such water lawfully diverted and fully augmented under this plan.” This plan will fully augment all out-of-priority depletions in time, location, quality and amount, as required by law. Additional Information. Number of pages in Fourth Amended Application: 80 pages, including 57 pages of Exhibits, which exhibits include updated versions of Exhibits F and K. A copy of the Application, as amended, with exhibits, can be obtained by contacting Applicant’s attorneys at the address and phone number listed above, or by e-mail at firm@curtis-law.com. 13CW3062, Henderson Aggregate, Ltd., c/o Ben Frei, Manager, 7321 E. 88th Avenue, Suite 100, Henderson, CO 80640 (c/o Timothy J. Flanagan, 1640 Grant Street, Denver, Colorado 80203). CONCERNING THE APPLICATION FOR CONDITIONAL WATER STORAGE RIGHTS OF HENDERSON AGGREGATE, LTD., a Colorado Limited Partnership. IN ADAMS COUNTY. 2. NAME OF RESERVOIR: Stagecoach Reservoir Complex. The Stagecoach Reservoir Complex will consist of one or more separate storage cells surrounded by an impermeable soil-bentonite slurry wall keyed into the bedrock of a reclaimed sand and gravel pit near Henderson, Colorado adjacent to the South Platte River. The Stagecoach Reservoir is bounded by the South Platte River on the west, Brighton Road on the east at approximately East 128th Avenue on the north in Adams County. 3. LOCATION OF RESERVOIR: A. Legal Description: The Stagecoach Reservoir is located in the W1/2 of the NW1/4, and the NW1/4 of the NE1/4 of the NW1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M. in Adams County; the centroid of the reservoir being approximately 540 feet from the West Section Line and 830 feet from the North Section Line. The location of the Stagecoach Reservoir is shown on

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Figure 1 attached. B. Source: The South Platte River and its tributaries. C. Name and Capacity of Ditch Used to Fill Off-Channel Reservoir: 1. The Fulton Irrigating Ditch, its headgate capacity is approximately 200 cfs, but the Fulton Lateral that would serve the Stagecoach Reservoir will have a capacity of 25 cfs. The Fulton Ditch headgate is located in the NE1/4, SE1/4 of Section 17, Township 2 South, Range 67 West, 6th P.M., 2,450 feet from the South Section Line and 175 feet from the East Section Line. This new Fulton Lateral would be constructed along 124th Avenue. 2. Zigan Lake: Is located in SW1/4, NW1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M. in Adams County. It is east of Stagecoach Reservoir (see Figure 1) and connected by a pipeline. 3. United Water and Sanitation District Pipeline #3: Diverts from the east bank of the South Platte River in NE1/4 of SW1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M., 1,884 from West Section line and 1,475 feet from South Section line (WDID 0201511). 4. Stagecoach Pipeline: The Stagecoach Pipeline is not yet built, but is planned to gravity feed the Stagecoach Reservoir and diverts from the east bank of the South Platte River in NW1/4 of NW1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M., 170 from West Section line and 360 feet from South Section line and is shown on Figure 1 attached. 5. Stagecoach Pump Station: The Stagecoach Pump Station is not yet built, but is planned in conjunction with the Stagecoach Reservoir outlet and would divert from the east bank of the South Platte River in SW1/4 of SW1/4 of Section 26, Township 1 South, Range 67 West of the 6th P.M., 1,030 from West Section line and 1,080 feet from South Section line and is shown on Figure 1 attached. 4. APPROPRIATION: A. Date of Appropriation: September 1, 2005. B. How Appropriation was Initiated: By forming the intent to appropriate this water storage right and by undertaking overt acts in furtherance of such intent, including: 1. Construction of a soil-bentonite slurry wall around the perimeter of the Reservoir Complex in Fall of 2005; and 2. Filing and publishing the Application herein in June, 2013. C. Date Water Applied to Beneficial Use: n/a Conditional. 5. AMOUNTS CLAIMED: A. Stagecoach Reservoir: 1,000 acre-feet CONDITIONAL in any water year with the right to one refill in the same water year. B. Rate of Diversion to fill Stagecoach Reservoir: 1) 25 cfs from Fulton Lateral off of the Fulton Ditch located in the SE1/4, NW1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M. 2) Zigan Lake: 10 cfs via pipeline under Brighton Road. 3) United Water and Sanitation District Pipeline #3: 100 cfs. 4) Stagecoach Pipeline: 25 cfs. 5) Stagecoach Pump Station: 5 cfs. 6. PROPOSED USE: The water diverted and stored in Stagecoach Reservoir sought herein will be used for irrigation, commercial, and all industrial uses, including but not limited to mining, processing, manufacturing, industrial, irrigation, recreation, piscatorial, lake and reservoir evaporation, drought protection, augmentation and replacements, including exchanges with other water users. The Applicant seeks the right to fully consume such water diverted under this water right by direct use, storage and subsequent release, reuse, successive use, further exchange and disposition to the point of extinction. Any reuse or successive reuse is limited to mining uses, such as recycling of process plant water at active mining sites. Any offsite industrial or mining uses would only occur at mining sites (including reclamation and reuse of successive use) owned or operated by Henderson Aggregate or Albert Frei & Sons, Inc. in the South Platte Basin (see attached Figure 2, Henderson Aggregate and Albert Frei & Sons South Platte Basin Mining Sites). 7. SIZE OF RESERVOIR: Stagecoach Reservoir Complex: A. Surface Area at High Water Line: 44.2 acres. B. Vertical Height of Dam: Not applicable (excavated and lined gravel pit). C. Length of Dam: Not applicable. D. Total Capacity of Reservoir: 1,000 acre-feet CONDITIONAL. E. Active Capacity: 1,000 acre-feet. F. Dead Storage: 0 acre-feet. G. Maximum Depth: 65 feet. 8. NAME AND ADDRESS OF LANDOWNERS ON WHICH STRUCTURES FOR THE WATER RIGHTS ARE LOCATED: A. Applicant owns all of the land for the Stagecoach Reservoir Complex, including the Stagecoach Pipeline and Pump Station. B. The Fulton Irrigation Company owns the Fulton Ditch, c/o Brice Steele, Law Offices of Brice Steele, P.C., 25 South 4th Avenue, Brighton, Colorado 80601-2029. C. Zigan Lake is owned by the Zigan Homeowners Association, 10900 E. 126th Avenue, Brighton, Colorado. D. The United Water and Sanitation District Pipeline #3 and diversion structure is owned by United Water and Sanitation District, 8301 E. Prentice Ave. Suite 120, Greenwood Village, Colorado 80111. 9. REMARKS: A. A location map is attached as Figure 1. B. The Stagecoach Reservoir will be located in a reclaimed sand and gravel mine, which is

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being operated in accordance with a State Mining Permit (#M-1983-067). C. Applicant acknowledges that any use of the Fulton Ditch will require a carriage agreement with the ditch company. Similarly, any use of the United diversion structure and/or Zigan Lake will require an agreement with the owner of the facility. D. The slurry wall surrounding the Stagecoach Reservoir is designed to comply with the standards in the State Engineer’s Guidelines for Lining Gravel Pits (August 1999). The State Engineer’s Office provisionally accepted Applicant’s leak test for Design Standard on August 7, 2012, but it is not yet approved for water storage. E. Castle Pines North Metropolitan District obtained a 500 acre-foot conditional storage right for this structure by a Decree in Case No. 09CW279 on February 7, 2013, but has no right to use this property.

13CW3108 Boxelder Creek Properties, LLC, Attn: Walraven Ketellapper, 2355 Canyon Blvd. Suite 105, Boulder, CO 80302. (Steven P. Jeffers, Elizabeth M. Joyce, Lyons Gaddis Kahn Hall Jeffers Dworak & Grant, PC, P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900.) AMENDED APPLICATION FOR APPROVAL OF CONDITIONAL UNDERGROUND WATER RIGHTS AND PLAN FOR AUGMENTATION IN WELD, ADAMS and ARAPAHOE COUNTIES. FIRST CLAIM: CONDITIONAL UNDERGROUND WATER RIGHTS 2. Name of wells and permits, registrations, or denial numbers: BCP Well Nos. 1, 2, 3, 4, and 5. Well Permit No. 78481 was issued for BCP Well No. 3. Applicant is in the process of filing well permit applications for the other wells. 3. Legal Descriptions of wells: Applicant requests the right to construct up to 5 wells located anywhere on the Randall Parcel described generally as the N1/2 of the NW1/4 of Section 31, T3S, R64W, and the Hawthorne Parcel generally described as the SW1/4 of the NW1/4, and W1/2 of the SE1/4 of the NW1/4 of Section 31, T3S, R64W, 6th P.M. in Adams County. The current proposed well locations are as follows: Well Name Location BCP Well No. 1 NW1/4 of the NW1/4 of Section 31, T3S, R64W, 6th P.M., 150 feet

south of the north section line and 150 feet east of the west section line in Adams County.

BCP Well No. 2 NW1/4 of the NW1/4 of Section 31, T3S, R64W, 6th P.M., 200 feet south of the north section line and 4,200 feet west of the east section line in Adams County.

BCP Well No. 3 NE1/4 of the NW1/4 of Section 31, T3S, R64W, 6th P.M., 1,120 feet south of the north section line and 4,600 west of the east section line in Adams County

BCP Well No. 4 NE1/4 of the NW1/4 of Section 31, T3S, R64W, 6th P.M., 1,120 feet south of the north section line and 3,200 feet west of the east section line in Adams County

BCP Well No. 5 SE1/4 of the NW1/4 of Section 31, T3S, R64W, 6th P.M., 2,500 feet south of the north section line and 3,400 feet west of the east section line in Adams County

BCP Well Nos. 1-5 are referred to collectively as the BCP Wells. 4. Source of Water: Groundwater from the Box Elder Creek alluvial aquifer, tributary to the South Platte River. 5. The Date of Appropriation: August 14, 2013, each for BCP Wells 1-4. December 3, 2015 for BCP Well 5. Applicant initiated the appropriations by developing the intent to make the appropriations, conducting engineering analyses, purchasing replacement water supplies, entering into agreements with the Town of Wiggins regarding the delivery of replacement water to be used in the plan for augmentation, entering into negotiations with land owners for use of diversion points and recharge sites, and filing this application. No water has been placed to beneficial use. 6. Do the wells withdraw tributary ground water? Yes. 6.1. Amount claimed in gallons per minute: The pumping rate claimed for each of the BCP Wells 1, 2, and 3 is 800 gpm, CONDITIONAL. The pumping rate claimed for each of the BCP Wells 4 and 5 is 1,000 gpm, CONDITIONAL. 6.2. Amount claimed in acre feet annually: The annual amount claimed is

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500 acre-feet, CONDITIONAL, for each well, up to a total combined diversion of 2,000 acre feet per year. 7. Do the wells withdraw nontributary ground water? No. 8. Do the wells operate pursuant to a decreed plan for augmentation? The BCP Wells will operate under the plan claimed in this case and the plan for augmentation described in the pending application in Case No. 15CW3010. The BCP Wells are not operated pursuant to any other decreed plans. 9. List all proposed uses: Water diverted from the Wells will be used for industrial, commercial, oil and gas development and production, dust suppression and other related purposes generally in portions of Adams and Arapahoe Counties in Townships 1 to 5 South, in Ranges 60 to 65 West. Such uses will be fully consumptive. Water from the BCP Wells will also be used for irrigation of up to 60 acres on the Randall Parcel and 60 acres on the Hawthorne Parcel. Applicant proposes to use the water by direct use, or by storage and subsequent use. A pond is currently proposed on the Randall Parcel, but other ponds may be constructed on that property, the Hawthorne Parcel, or at other locations needed to fully utilize the water for its decreed use. A map showing the general location of the BCP Wells, storage pond, and place of irrigation use is attached as EXHIBIT A. The general location for the other proposed uses is shown on the map attached as EXHIBIT B. SECOND CLAIM: PLAN FOR AUGMENTATION 10. Names of structures to be augmented: The BCP Wells. The structures have not yet been decreed, and a conditional water right for each well is claimed in this case as described above. There are no other water rights diverted from those wells. All relevant information is provided in the First Claim above. 11. Water rights to be used for augmentation: Applicant will rely on augmentation water delivered by the Town of Wiggins pursuant to the Amended Water Conveyance and Operating Agreement dated September 11, 2013, a copy of which is attached as EXHIBIT C. Wiggins currently owns or has the right to acquire approximately 27 shares in the Weldon Valley Ditch Company, and may acquire more shares in the future. The augmentation water will primarily consist of fully consumable water from the senior direct flow water right and recharge rights represented by those shares. The senior direct flow water right was originally decreed to the Weldon Valley Ditch on November 21, 1895, in Case No. 433, District Court for Weld County, in the amount of 165 cfs for irrigation with an appropriation date of October 26, 1881. Wiggins is also entitled to a pro rata share of recharge accretions from the Weldon Valley Ditch decreed on November 5, 2008, in Case No. 02CW377, Water Division 1. The source of water for the senior direct flow and recharge water rights is the South Platte River. Those water rights are decreed for diversion through the Weldon Valley Ditch headgate located on the north bank of the South Platte River in the Southeast 1/4 of Section 13, T4N, R61W, 6th P.M., Weld County, Colorado. The Wiggins water rights may be delivered directly to the South Platte River through one or more augmentation stations on the Weldon Valley Ditch or delivered as accretions to the River through one or more recharge structures located along the Ditch. Wiggins may also deliver return flows from its treated water system and reusable effluent from its wastewater treatment plant to the South Platte River. Some of the Wiggins water rights are subject to a pending application in Case No. 14CW3068. Up to 1.11 cfs of that water will be exchanged up the South Platte River to a point near a recharge well used to fill a recharge pond to be constructed near the confluence of Box Elder Creek and the South Platte River at the location described below. That exchange and the water rights and augmentation plan associated with that recharge project will also be used to replace depletions from the BCP Wells pursuant to a pending application in Case No. 15CW3010, which has been consolidated with this case.. Applicant also requests approval of a procedure to allow the addition of other water rights decreed for augmentation purposes pursuant to procedures described in Section 37–92–305(8)(c), C.R.S. 12. Will any water rights be changed to provide a source of augmentation? Applicant does not propose to change any water rights in this case. The Weldon Valley Ditch water rights to be delivered by Wiggins will only be used for augmentation in this case if they have been changed to allow augmentation use pursuant to one or more separate water court decrees or approved substitute water supply plans. A total of 10.4 shares have already been changed to allow use for irrigation, augmentation, replacement, recharge, and exchange in Case No. 04CW90. Wiggins has pending in Case No. 14CW3068 an application to change the Weldon Valley Ditch water rights represented by all 27 shares to allow municipal use by Wiggins, including augmentation of out of priority depletions caused by the BCP Wells, the wells proposed for delivery of water to the BCP Recharge Structure, and the Wiggins municipal wells,

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through various means of recharge and delivery to the South Platte River. Replacement will be limited to water from the changed 10.4 shares until additional shares have been approved for such use by the Weldon Valley Ditch Company and by the water court or State Engineer. 13. Complete statement of plan for augmentation. Applicant will divert water from the BCP Wells for the purposes and amounts described above for oil and gas development and production and related uses pursuant to contract with Select Energy Services and/or other entities. The water pumped from the BCP Wells for those purposes will be fully consumed. Applicant will also divert water for irrigation of up to 120 acres on the Randall and Hawthorne Parcels. A portion of the water used for irrigation will be consumed, and the rest will return to the alluvial aquifer. The total maximum annual combined pumping for all purposes under this plan is 2,000 acre-feet. All out-of-priority depletions from all uses will be replaced using the sources identified in paragraph 12 in the time, amount, and location needed to prevent injury to vested water rights. The BCP Wells are located approximately 18 miles above the normally live stream segment on Box Elder Creek. As a result, stream depletions from pumping the BCP Wells will be significantly delayed and spread out over many years. Maximum annual stream depletions to the South Platte River will be approximately 66 acre-feet per year. The current estimated timing and amount of depletions from such well pumping and the resulting replacement obligations are described on attached EXHIBIT D. Applicant proposes to replace all out of priority stream depletions as needed to prevent injury to water rights having a decreed priority senior to the date of filing the original application. Applicant has contracted with the Town of Wiggins to provide replacement water for these out-of-priority stream depletions by delivery of Weldon Valley Ditch water rights and any other water rights to the South Platte River and exchange of that water upstream to a recharge facility to be constructed near the confluence of the South Platte River and Box Elder Creek. By joint application in Case No. 15CW3010, BCP and Wiggins have requested approval of an exchange to allow delivery of that water into the recharge structure or to a point of depletion on the South Platte River caused by diversion of water from the recharge well into the recharge structure. The recharge well will be located in the NE1/4 of the SW1/4 of Section 2, T4N, R63W, 6th P.M., and the recharge pond will be located in the NE 1/4 of the NW 1/4 of Section 11, T4N, R63W, 6th P.M. in Weld County (BCP Recharge Structure”), as more fully described in the application in 15CW3010. Replacement water for the BCP Wells will be delivered to the South Platte River as accretions from the BCP Recharge Structure or other means provided by Wiggins. A map showing the proposed location of the BCP Recharge Structure is attached as EXHIBIT E. 14. Names and addresses of owner or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored: The BCP Recharge Structure will be constructed on land owned by the TH Ranch LLC, 34555 WCR 50, Kersey, CO 80644. BCP Well Nos. 1-4 will be located on land owned by Randall Investments, 9888 Whistling Elk Drive, Littleton, CO 80127. BCP Well No. 5 is located on land owned by Robert R. Hawthorne, Route 1 Box 351, Watkins, CO 80137. 15CW3084, The Consolidated Mutual Water Company, 12700 West 27th Avenue, Lakewood, CO 80215, (303) 238-0451, through counsel Evan D. Ela, Esq. and Joseph W. Norris, Esq., Collins Cockrel & Cole, P.C., 390 Union Boulevard, Suite 400, Denver, CO 80228, (303) 986-1551, FIRST AMENDED APPLICATION FOR PERFECTION OF DECREED CONDITIONAL WATER RIGHTS AND IN THE ALTERNATIVE FOR FINDINGS OF REASONABLE DILIGENCE ON THE UNPERFECTED PORTION in JEFFERSON COUNTY. 2. Purpose of the First Amendment: The purpose of the original application (“Application”) in this matter is to decree a portion of the subject Fairmount Reservoir conditional water storage right absolute based on diversion and storage during the 2015 water year and continue diligence for any portion remaining unperfected. Since filing the Application on June 30, 2015, Applicant has finalized its reservoir accounting for the 2015 water year and can now claim perfection of the entire conditional water right. By this First Amendment, the Applicant now claims the entire remaining conditional 651 acre-feet of the storage as absolute. Applicant reserves its alternative claim for continued diligence of the subject water right for any portion not adjudicated absolute by this First Amended Application. To accommodate the increased claim for perfection sought herein, and in

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compliance with Rule 5 of this Court’s Administrative Order No. 12-04, this First Amended Application is a restatement of the original Application and completely supersedes the original Application. Revisions to the original Application are contained in Paragraphs 6 and 7 of this First Amended Application. All other aspects of the original Application remain unchanged. 3. Name of Structures: Fairmount Reservoir. 4. Description of the subject conditional water right from prior decrees: (a) Original Decree. The original water rights decree for Fairmount Reservoir was issued in Case No. 91CW92, District Court in and for Water Division No. 1, State of Colorado, In the Matter of the Application of the Consolidated Mutual Water Company for Conditional Water Storage Rights in Jefferson County, on December 22, 1993. (1) Location (place of storage): In the NE 1/4, Section 24, Township 3 South, Range 70 West of the 6th Principal Meridian, Jefferson County, Colorado. (2) Source: Clear Creek, a tributary of the South Platte River. (3) Date of appropriation: July 16, 1991. (4) Amount: 990 acre-feet, Conditional. (5) Location of points of diversion: (1) Agricultural Ditch. On the South Bank of Clear Creek in the SW1/4 SW1/4, Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (2) Welch Ditch. On the Southeast Bank of Clear Creek whence the quarter corner in the South boundary line of Section 32, Township 3 South, Range 70 West of the 6th P.M., bears South 28° East 900 feet, Jefferson County. (3) Lee Stewart and Eskins Ditch. On the South Bank of Clear Creek in the SE1/4 of the NE1/4 Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (4) Rocky Mountain Ditch. On the South side of a dam across Clear Creek in the NE1/4 of the NE1/4 of the NW1/4 of Section 26, Township 3 South, Range 70 West of the 6th P.M.; at end near a point which bears South 18°12’25” West, a distance of 401.11 feet from the North 1/4 corner of said Section 26, in Jefferson County, Colorado. (5) Farmers High Line Canal. On the North Bank of Clear Creek in the NW1/4 SW1/4, Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (6) Wannamaker Ditch. On the North Bank of Clear Creek in the SE1/4 NE1/4 Section 27, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (7) Croke Canal. On the North Bank of Clear Creek in the NW1/4 NE1/4 of Section 26, Township 3 South, Range 70 West of the 6th P.M., Jefferson County. (6) Beneficial uses: All beneficial uses, including municipal, irrigation, domestic, mechanical, commercial, industrial, recreation, fish and wildlife, augmentation and replacement and any other use necessary, desirable, or incidental to the operation of The Consolidated Mutual Water Company’s water system. (b) Diligence Decrees. The decree entered in Case No. 99CW203, dated December 4, 2002, granted perfection of 339 acre-feet of the conditional water storage right for all beneficial purposes stated in the Original Decree and continued diligence for the remaining 651 acre-feet, conditional. The most recent finding of continued diligence was decreed by this Court on June 2, 2009, in Case No. 08CW278. 5. Claim for Perfection of Conditional Water Right. During the 2015 irrigation year (November 1, 2014 to October 31, 2015), Applicant diverted water in-priority and stored water for beneficial use pursuant to its Fairmount Reservoir water storage right. As of the date of this First Amended Application, Applicant has diverted and stored, including carry-over storage, 990 acre-feet under the Fairmount Right during the 2015 water year. Pursuant to C.R.S. § 37-92-301(4)(e), a decreed conditional water storage right shall be made absolute for all decreed purposes to the extent of the volume of the appropriation that has been captured, possessed, and controlled at the decreed storage structure. Therefore, Applicant claims the entire 651 acre-feet of the remaining Fairmount Reservoir conditional water storage right as absolute (339 acre-feet was previously adjudicated absolute by the water court in Case No. 99CW203). 6. Alternative Claim for Findings of Reasonable Diligence on the Unperfected Portion. To the extent that any remaining conditional portion of the Fairmount Reservoir water storage right is not adjudicated as perfected in this proceeding, Applicant claims to have diligently pursued completion of such remaining appropriation and can prove its diligence by the activities described in the following paragraph. 7. Outline of work done and funds expended by Applicant during the relevant diligence period (December 20, 2008 through June 30, 2015) toward completion of the appropriation. Applicant is the owner of other water rights, which together with the subject conditional water right form an integrated and unified municipal water supply system. Pursuant to § 37-92-301(4)(b), C.R.S., work on one feature of an integrated system shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the integrated system.

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Thus, work on any part of Applicant’s integrated municipal water supply system must be considered in finding that reasonable diligence has been shown for the subject conditional water right. (a) Applicant expended over $23,000 for maintenance of Fairmount Reservoir. (b) Applicant spent approximately $126,000 on an upgraded pump station to move water from Fairmount Reservoir to either Welton Reservoir or Maple Grove Reservoir. (c) Applicant has expended approximately $80,000 on repair and maintenance of its municipal water treatment plant. (d) Applicant expended over $400,000 for legal costs and over $220,000 for engineering and other consultant fees to maintain and defend Applicant’s portfolio of water rights. (e) Applicant budgets and expends approximately $2 million for improvements to its water distribution system each year (approximately $12 million during the current diligence period). Additionally, Applicant has completed planning and engineering studies associated with the planning, construction and continued operation of its integrated municipal water supply system. (f) Applicant renegotiated its water distributor agreement with Denver Water in 2013 to allow the Applicant the freedom to provide water to greater portions of the combined water distribution system that is the subject of the distributor agreement. The effect of this revised agreement was an increase in the number of customers that are provided water from the Applicant’s Maple Grove treatment plant. This in turn increased the demand for water yields from Fairmount Reservoir and other raw water reservoirs owned and managed by Applicant. (g) Applicant diverted and stored water in-priority from Clear Creek under the Fairmount Reservoir water storage right during the relevant diligence period for water years 2008 through 2015. 8. Name and address of potentially affected landowners. Fairmount Reservoir is located on land currently owned by the Applicant. (6 pages) THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED.

YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of FEBRUARY 2016 (forms available on www.courts.state.co.us or in the Clerk’s office), and must be filed as an Original and include $158.00 filing fee. A copy of each Statement of Opposition must also be served upon the Applicant or Applicant’s Attorney and an affidavit or certificate of such service of mailing shall be filed with the Water Clerk.