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DISTRICT COURT, WATER DIVISION 1, COLORADO AUGUST 2013 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 AUGUST 2013 for each County affected. 13CW3081 Division 1 (2013CW3033 - Division 2). Todd and Melissa Lockburner, 18845 Brown Road, Colorado Springs, CO 80908. C/O Chris D. Cummins, #35154, Felt, Monson & Culichia, LLC, 319 North Weber Street, Colorado Springs, Colorado 80903, (719) 471-1212, E-mail: cdc@fmcwater.com. APPLICATION FOR UNDERGROUND WATER RIGHTS AND FOR ADJUDICATION OF DENVER BASIN GROUNDWATER IN EL PASO COUNTY, COLORADO. Application for Underground Water Rights. A. Name of Well: Lockburner Well No. 1. B. Legal Description: Lockburner Well No. 1 is located on the Applicants= Property in the in the SE1/4 SW1/4 of Section 7, Township 11 South, Range 65 West of the 6th P.M., approximately 1,290 feet from the south section line and 1,513 feet from the west section line of said Section 7. C. Source: Groundwater in the Dawson aquifer, of the underlying Denver Basin aquifers, not-nontributary in character. D. Appropriation: 1.Date of Initiation of Appropriation: October 19, 2004. 2. How Appropriation Was Initiated:. Appropriation was initiated by the issuance by the Office of the State Engineer of an exempt domestic well permit no. 259868 on October 19, 2004, together with an intent to appropriate the water from the well and apply the water to beneficial use. The depth of the well is currently approximately 280 feet, and construction of Lockburner Well No. 1 was completed on November 9, 2004. See attached Exhibit A Well Permit No. 259868. 3. Date Water Applied to Beneficial Use: On or before November 9, 2004. E. Amount Claimed: 15 g.p.m. absolute. F. Use: Ordinary household purposes inside up to three (3) single family dwellings, the watering of poultry domestic animals and livestock on a farm or ranch, and lawn and garden irrigation. G. Land Ownership: The land upon which the Lockburner Well No. 1 is located is owned by the Applicants. H. Well Permit No.: 259868 I. Remarks: The well which is the subject of this Application is an exempt well issued pursuant to C.R.S. '37-92-602(3)(b)(II(A) and a decree for this exempt well is sought pursuant to C.R.S. '37-92-602(4). The exempt Lockburner Well No. 1 is currently constructed into the not-nontributary Dawson aquifer. Application for Underground Water Rights A. Legal Description of Property/Wells. 1. Property Description. The groundwater to be adjudicated herein, and all wells withdrawing said groundwater shall be located on the Applicants= Property, more particularly described in the attached Exhibit B, but generally described as a parcel of land of approximately 54.41 acres located in the SW1/4 of Section 7, Township 11 South, Range 65 West of the 6th P.M., in El Paso County, Colorado (AApplicants= Property@). Applicants= Property is generally shown on the attached Exhibit C location map. 2. Existing Wells. State Engineer Well Permit No. 259868 is an exempt domestic well currently located in the Applicant=s Property, permitted pursuant to C.R.S. '37-92-602(3)(b)(II)(A) in the SE1/4 SW1/4 of Section 7, Township 11 South, Range 65 West of the 6th P.M., as more particularly described above in Paragraph II as ALockburner Well No. 1. It is Applicants= intent to maintain the exempt status of Lockburner Well No. 1 following adjudication of the Denver Basin groundwater requested herein, and adjustment to the requested quantification of groundwater from the Dawson aquifer has been made correspondingly. Applicants have requested adjudication of Lockburner Well No. 1 pursuant to C.R.S. '37-92-602(4), herein. B. Water Source. 1. Not Nontributary. The groundwater withdrawn from the aquifer of the Denver Basin underlying Applicants= Property is not-nontributary. Pursuant to C.R.S. '37-90-137(9)(c), the augmentation requirements for wells in the Dawson aquifers will require the replacement of actual stream depletions to the extent necessary to prevent any injurious effect, notwithstanding exempt Well Permit No. 259868 discussed herein. 2. Nontributary. The groundwater that will be withdrawn from the Denver, Arapahoe, and Laramie-Fox Hills aquifers of the Denver Basin underlying the Applicants= Property is nontributary. C. Estimated Rates of Withdrawal and Ground Water Available. 1. Estimated Rates of Withdrawal. Pumping from wells constructed to each of the Denver Basin aquifers adjudicated herein will not exceed

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100 g.p.m. The actual pumping rates for each well will vary according to aquifer conditions and well production capabilities. The Applicants request the right to withdraw ground water at rates of flow necessary to withdraw the entire decreed amounts. The actual depth of each well to be constructed within the respective aquifers will be determined by topography and actual aquifer conditions. 2. Estimated Average Annual Amounts of Ground Water Available. Applicants request an absolute water right for the withdrawal of all legally available ground water in the Denver Basin aquifers underlying the Applicants= Property. Said amounts may be withdrawn over the 100-year life of the aquifers as set forth in C.R.S. '37-90-137(4). Applicants estimate that the following values and average annual amounts are representative of the Denver Basin aquifers underlying Applicants= Property:

Aquifer

Saturated Thickness (Feet)

Status

Total Water Adjudicated (Acre Feet)

Annual Average Withdrawal (Acre Feet)

Dawson

464.7

NNT

5,112

50.121

Denver

484.4

NT

4,530

45.30

Arapahoe

261.6

NT

2,446

24.46

Laramie Fox Hills

203.7

NT

1,680

16.80

Decreed amounts may vary based upon the State=s Determination of Facts. Pursuant to C.R.S. '37-92-305(11), the Applicants further request that the Court retain jurisdiction to finally determine the amount of water available for appropriation and withdrawal from each aquifer. D. Requested Uses. The Applicants request the right to use the ground water for beneficial uses upon the Applicants= Property consisting of domestic, commercial, , industrial, irrigation, stock water, recreation, wildlife, wetlands, fire protection, piscatorial and also for storage and augmentation purposes associated with such uses. The Applicants also request that the nontributary water may be used, reused, and successively used to extinction, both on and off the Applicants= Property subject, however, to the relinquishment of the right to consume no more than two percent of such nontributary water withdrawn. Applicants may use such water by immediate application or by storage and subsequent application to the beneficial uses and purposes stated herein. Provided, however, Applicants shall only be entitled to construct a well or use water from the not-nontributary Dawson aquifer pursuant to a decreed augmentation plan entered by this Court, covering any out-of-priority stream depletions caused by the use of such not nontributary aquifer in accordance with C.R.S. '37-90-137(9)(c), except as to the existing exempt well referenced herein as Lockburner Well No. 1. E. Well Fields. Applicants request that they be permitted to produce the full legal entitlement from the Denver Basin aquifers underlying Applicants= Property through any combination of wells. Applicants request that these wells be treated as a well field, as to each of the

1 The annual average withdrawals for which adjudication is requested from the

Dawson aquifer has been reduced by one acre foot, in order to account for Applicants= desire to

maintain the exempt status of Lockburner Well No. 1, described and requested for adjudication

pursuant to C.R.S. '37-92-602(4) herein, which is currently constructed to the Dawson aquifer.

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Denver Basin aquifers. Applicants request that they be entitled to withdraw an amount of ground water in excess of the average annual amount decreed to the aquifers beneath the Applicants= Property, so long as the sum of the total withdrawals from all the wells in the aquifers does not exceed the product of the number of years since the date of issuance of the original well permit or the date of entry of a decree herein, whichever comes first, multiplied by the average annual volume of water which the Applicants are entitled to withdraw from the aquifers underlying the Applicants= Property. F. Name and Address of Owner of Land Upon Which Wells are to Be Located. The land upon which the wells are and will be located is owned by Applicants. G. This Application is being filed in Water Divisions 1 and 2 because depletions resulting from the withdrawal of not-nontributary Denver Basin groundwater underlying the Applicants= Property may occur to both divisions based upon the geographic location of Applicants= Property. In any plan for augmentation to be adjudicated in the future to allow for the withdrawal of the not-nontributary supplies adjudicated herein, Applicants believe that return flows would accrue to East Cherry Creek (or tributaries thereto), tributary to the South Platte River. In such instance, Applicants may request that the total amount of depletions to both the South Platte River and the Arkansas River systems be replaced to the South Platte River system, and for a finding that such replacements are sufficient. H. Remarks. Additional remarks are as follows: 1. Applicants request a finding that they have complied with C.R.S. '37-90-137(4), and that the ground water requested herein is legally available for withdrawal by any not-nontributary well to the Dawson aquifer upon the entry of a decree approving an augmentation plan pursuant to C.R.S. '37-90-137(9)(c). 2. The Court will retain jurisdiction over this matter to provide for the adjustment of the annual amount of ground water withdrawals to be allowed in order to conform to actual local aquifer characteristics from adequate information obtained from well drilling or test holes. 3. Any wells constructed pursuant to a decree herein as may be authorized by a future decree for a plan for augmentation shall be installed and metered as reasonably required by the State Engineer. Each well must be equipped with a totalizing flow meter and Applicants shall submit diversion records to the Division Engineer on an annual basis or as otherwise requested by the Division Engineer. 4. The Applicants intend to waive the 600 feet well spacing requirement for any wells to be located upon the Applicants= Property. 5. Applicants will comply with any lienholder notice provisions set forth in C.R.S. '37-92-302(2)(b) and '37-90-137(4)(b.5)(I), and such notice will be sent within 10 days of the filing of this application. Application is six pages. 13CW3082 Heather and Keith Ashton, 35353 Whetstone Court, CO 80107 (James J. Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHT AND UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY SOURCES, NONTRIBUTARY DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AQUIFERS, ELBERT COUNTY, 3.1 acres being Lot 75, Saddlewood Subdivision Filing 2, generally located in the NE1/4SW1/4 of Section 5, T8S, R64W of the 6th P.M.; Denver: 1.4 acre-feet; Arapahoe: 1.2 acre-feet; and Laramie-Fox Hills: 0.9 acre-feet, Domestic, commercial, irrigation, stockwatering, fire protection, and augmentation purposes, on and off the Subject Property; Request Pursuant to Section 37-92-602(4), C.R.S.: Well Permit No. 182034; Priority and Appropriation Date: September 22, 1994; Source and Well Depth: Upper Dawson aquifer/342 feet deep; Amount: 12 gpm/1 acre-foot (absolute); Use: household purposes in one single family dwelling and irrigation of 7000 square feet of home gardens and lawns; Legal Description: In the NE1/4SW1/4 of Section 5, T8S, R64W of the 6th P.M., approximately 1700 feet from the south and 2200 feet from the west section lines. Further, Applicants pray that this Court grant the application and for such other relief as seems proper in the premises (8 pages). 13CW3083, Khanh and Heip Lai, 17276 E. Dewberry Drive, Parker, CO 80134 (James Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER

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DAWSON AQUIFERS, DOUGLAS COUNTY. Subject Property: 39.3 being the W1/2W1/2SE1/4 of Section 4, T9S, R65W of the 6th P.M., as shown on Attachment A hereto ("Subject Property"). Source of Water Rights: The Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7), C.R.S., and the Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers are nontributary as described in Section 37-90-103(10.5), C.R.S. Estimated Amounts: Applicants estimate the following annual amounts are available: Upper Dawson: 17 acre-feet, Lower Dawson: 10 acre-feet, Denver: 14 acre-feet, Arapahoe: 16 acre-feet, Laramie-Fox Hills: 12 acre-feet. Proposed Use: Domestic, commercial, irrigation, livestock watering, fire protection, and augmentation purposes, including storage, both on and off the Subject Property. Description of plan for augmentation: Groundwater to be augmented: 5 acre-feet per year of the Upper Dawson aquifer groundwater as requested herein. Water rights for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. Statement of plan for augmentation: The Upper Dawson aquifer water will be used for inhouse use in one single family residence and one caretaker unit (0.6 acre-feet), use in a barn (0.3 acre-feet), irrigation of lawn, garden, flowers and trees on the Subject Property or in greenhouses (3 acre-feet), stockwatering of 8 large domestic animals (0.1 acre-feet), and storage (1 acre-foot). Sewage treatment for inhouse use will be provided by a non evaporative septic system and return flow from inhouse and irrigation use will be approximately 90% and 10% of that use, respectively. During pumping Applicants will replace actual depletions to the affected stream system pursuant to Section 37-90-137(9)(c.5), C.R.S. Depletions occur to the Cherry Creek stream systems. Return flows accrue to the South Platte River stream system, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary groundwater underlying the Subject Property to meet post pumping augmentation requirements. Further, Applicants pray that this Court grant the application and for such other relief as seems proper in the premises. (4 pages). 13CW3084, Claire and Robert Savage, 2095 Woodpecker Lane, Elizabeth, CO 80107 (James Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFER, ELBERT COUNTY. Subject Property: 1.88 acres being Lot 2, Ponderosa Park Estates Unit 9, generally located in the NW1/4SW1/4 of Section 25, T7S, R65W of the 6th P.M., Elbert County, as shown on Attachment A hereto ("Subject Property"). Source of Water Rights: The Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7), C.R.S., and the Denver, Arapahoe and Laramie-Fox Hills aquifers is nontributary as described in Section 37-90-103(10.5), C.R.S.Estimated Annual Amounts: Upper Dawson: 0.6 acre-feet (decreed amount to include water associated with existing well Permit No. 235594), Denver: 0.6 acre-feet, Arapahoe: 0.7 acre-feet, Laramie-Fox Hills: 0.5 acre-feet. Proposed Use: Domestic, commercial, irrigation, livestock watering, fire protection, and augmentation purposes, including storage, both on and off the Subject Property. Description of plan for augmentation: The Upper Dawson aquifer water will be used through the existing well for inhouse use in one residence (0.35 acre-feet), irrigation of 3500 square feet of home lawn and garden (0.2 acre-feet), stockwatering of 2 large domestic animals (0.025 acre-feet), and use in a water feature (0.025 acre-feet). Sewage treatment for inhouse use will be provided by a non-evaporative septic system and return flow from inhouse and irrigation use will be approximately 90% and 15% of that use, respectively. During pumping Applicants will replace actual depletions to the affected stream system pursuant to Section 37-90-137(9)(c.5), C.R.S. Depletions may occur to the Running Creek stream system. Return flows accrue to the South Platte River stream system, and return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary groundwater underlying the Subject Property to meet post pumping augmentation requirements. Further, Applicants pray that this Court grant the application and for such other relief as seems proper in the premises. (4 pages).

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13CW3085 (04CW273, 96CW031), City of Greeley, acting by and through its Water and Sewer Board (“Greeley”), c/o James R. Hall, Greeley Water and Sewer Department, 1100 10th Street, Suite 300, Greeley, CO 80631, Telephone: (970) 350-9811; E-mail: James.Hall@greeleygov.com (Attorneys: James S. Witwer and Douglas M. Sinor, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, CO 80203; Telephone: (303) 861-1963 and Andrew B. Nicewicz, Greeley City Attorney’s Office, 1100 10th Street, Suite 401, Greeley, CO 80631, Telephone: (970) 350-9819). APPLICATION FOR FINDING OF REASONABLE DILIGENCE, LARIMER AND WELD COUNTIES. 1. Name, address, telephone number and E-mail of Applicant: See above. 2. Name of Structures: The relevant structures are Greeley’s wastewater treatment plant, the Lonetree wastewater treatment plant, and the structures and facilities of the Greeley and Loveland Irrigation Company, Seven Lakes Reservoir Company, and Loveland and Greeley Reservoir Company (collectively referred to hereafter as the “Companies”), as more particularly described in the decree entered in Case No. 87CW329. 3. Description of Conditional Water Right: A. Original Decree: Case No. 87CW329, District Court, Water Division No. 1, entered on February 6, 1990. B. Subsequent decrees awarding findings of diligence: Case No. 96CW031, entered on October 20, 1998, and Case No. 04CW273, entered on July 11, 2007. Case No. 96CW031 also confirmed that Greeley has made a portion of the subject conditional exchange water right absolute for all municipal uses in the amount of 460 acre-feet and 10 c.f.s. C. Legal Description of Exchange Reach: Pursuant to the decree entered in Case No. 87CW329, Greeley may divert excess municipal return flows from water rights changed in Case No. 87CW329 released from Greeley’s wastewater treatment plant and the Lonetree wastewater treatment plant by exchange at the headgates of the Companies. Greeley’s wastewater treatment plant outfall is located on the North bank of the Cache la Poudre River, approximately 620 feet East of the West Section line and 360 feet North of the South Section line of Section 4, T5N, R65W, 6th P.M, Weld County, Colorado. The Lonetree wastewater treatment plant outfall is located on Lone Tree Creek approximately one mile upstream of the confluence of that creek and the South Platte River in Section 31, T6N, R64W, 6th P.M., Weld County, Colorado. The Companies’ headgates are located on the Big Thompson River in Sections 15 and 17, T5N, R69W, 6th P.M., Larimer County, Colorado. The exchange reach is from the confluence of Lonetree Creek and the South Platte River, up the South Platte and Big Thompson Rivers to the Companies’ headgates on the Big Thompson River. D. Source: Water in the Cache la Poudre, South Platte, and Big Thompson Rivers in the exchange reach. E. Appropriation Date: June 2, 1969. F. Amount: 30 c.f.s. conditional, of which 460 acre-feet and 10 c.f.s. were made absolute in Case No. 96CW031. Although Case Nos. 87CW329 and 96CW031 did not specify a flow rate limit on the conditional exchange, Greeley agreed by stipulation with the City of Loveland in Case No. 99CW235 to limit the operation of the exchange decreed in that case and the exchanges decreed in Case Nos. 87CW329 and 95CW042 to a maximum total rate of 30 c.f.s. G. Use: For all municipal purposes, with the right to use to extinction by reuse, successive use, or disposition. 4. Integrated System: As decreed in Case No. 04CW273, the right of exchange decreed in Case No. 87CW329 is a component of Greeley’s municipal water supply system, which is an integrated system comprised of several different water rights, features, and facilities. Work on one or more features of this integrated system constitutes effort toward development of the water rights for all features of the system. 5. Detailed outline of what has been done toward completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: A. Improvements to the Boyd Lake Treatment Plant: i. In 2007, Greeley constructed two residual drying beds with concrete walls and asphalt floors. Each drying bed measures 147’ x 220’. Greeley expended $387,254 on this construction. ii. In 2010, Greeley constructed a powdered activated-carbon silo and transfer system. The steel silo has a storage volume of 3,000 cubic feet and contains an automatic transfer system to the existing 40,000-gallon solution tank. Greeley expended $195,409 on this construction. iii. In 2012, Greeley constructed an intermediate residual storage facility with concrete floor and walls and a fabric-covered steel-framed building. The facility is 77’8” x 161’. Greeley expended $475,614 on this construction. B. In 2011, Greeley spent $15,122 on the design of the Boyd Lake Augmentation Station as part of a cost sharing agreement. This structure facilitates the use of the water rights changed in Case No. 87CW329 (“changed water rights”) to meet

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return flow obligations. C. In 2013, Greeley spent $25,000 on the design for the lining of the Monfort Park pond. Lining the pond will minimize water loss, thereby helping Greeley to deliver non-potable water from the Companies, and maximizing the use of the changed water rights for municipal purposes. D. Since 2011, Greeley has paid an annual $500 assessment to use the Big Thompson Platte River Bypass. This structure allows Greeley to meet return flow obligations with the changed water rights, including changed water rights stored by exchange. E. Over the diligence period, Greeley has paid $1,645,251 in assessments on its shares of the Companies. F. Greeley is participating in the design and construction of the Lake Loveland Augmentation Structure. This structure operates for similar purposes as the Boyd Lake Augmentation Station, but will allow augmentation releases from Lake Loveland when releasing water from Boyd Lake is not practical. G. The foregoing activities and structure improvements facilitate the use of water rights changed in Case No. 87CW329 for municipal purposes by Greeley, which results in fully-consumable return flows being released from the Greeley and Lonetree wastewater treatment plants that may be exchanged under the subject conditional water rights. H. Greeley Water and Sewer Department staff monitor river conditions daily and hold weekly operations meetings to determine the feasibility of running the exchange. I. Greeley has filed numerous statements of opposition and participated as an objector in several water court cases during the diligence period to prevent injury to its Big Thompson River water rights. 6. Claim to make right absolute: Greeley does not make a claim to make any additional portion of its conditional water right absolute beyond the 10 c.f.s. already decreed absolute in Case No. 96CW031. 7. 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: Greeley is not proposing new construction of or modification to any diversion or storage structures. (6 pages) 13CW3086, Donald Wright, Jr. and Ann Wright, 41322 London Drive, Parker, CO 80138 (James J. Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR UNDERGROUND WATER RIGHTS FROM NONTRIBUTARY AND NOT NONTRIBUTARY SOURCES AND FOR APPROVAL OF PLAN FOR AUGMENTATION, IN THE NONTRIBUTARY LOWER DAWSON, DENVER, ARAPAHOE, AND LARAMIE-FOX HILLS AND THE NOT NONTRIBUTARY UPPER DAWSON AQUIFERS, ELBERT COUNTY. Subject Property: 8.22 acres generally located in the NE1/4SW1/4 of Section 3, T7S, R65W of the 6th P.M., Elbert County, as described and shown on Attachment A hereto ("Subject Property"). Source of Water Rights: Upper Dawson aquifer is not nontributary as described in Sections 37-90-103(10.7), C.R.S., Lower Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers are nontributary as described in Section 37-90-103(10.5), C.R.S. Estimated Amounts: Upper Dawson: 2.8 acre-feet, including water associated with Permit No. 100821, Lower Dawson: 1 acre-foot, Denver: 5 acre-feet, Arapahoe: 3.4 acre-feet, Laramie-Fox Hills: 2.4 acre-feet. Proposed Use: Domestic, commercial, irrigation, livestock watering, fire protection, and augmentation purposes, including storage, both on and off the Subject Property. Description of plan for augmentation: Groundwater to be augmented: All available Upper Dawson aquifer groundwater as requested herein. Water rights for augmentation: Return flows from the use of not nontributary and nontributary groundwater and direct discharge of nontributary ground water. Statement of plan for augmentation: The Upper Dawson aquifer water will be used for in-house use (0.4 acre-feet), irrigation of lawn, garden, and trees located anywhere on the Subject Property (2.2 acre-feet), and stockwatering (0.2 acre-feet), through the existing well on the Subject Property. Sewage treatment for in-house use will be provided by a non-evaporative septic system and return flow from in-house and irrigation use will be approximately 90% and 10% of that use, respectively. During pumping Applicants will replace actual depletions to the affected stream system pursuant to Section 37-90-137(9)(c.5), C.R.S. Depletions may occur to the Coal Creek stream system. Return flows accrue to the South Platte River stream systems, and those return flows are sufficient to replace actual depletions while the subject groundwater is being pumped. Applicants will reserve an equal amount of nontributary groundwater underlying the Subject Property to meet post pumping augmentation requirements. Further, Applicant

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prays that this Court grant the application and for such other relief as seems proper in the premises. (6 pages). 13CW3087 (99CW227), PUBLIC SERVICE COMPANY OF COLORADO, A COLORADO CORPORATION 1800 Larimer Street, Suite 1300, Denver, Colorado 80202 (Carolyn F. Burr, James M. Noble, Jennifer Cadena, WELBORN SULLIVAN MECK & TOOLEY, P.C., 1125 –17th Street, Suite 2200, Denver, Colorado 80202. APPLICATION FOR FINDING OF REASONABLE DILIGENCE FOR CONDITIONAL WATER RIGHTS AND FOR A FINDING THAT A PORTION OF THE WATER RIGHTS HAS BEEN MADE ABSOLUTE, BOULDER COUNTY. 2. Introduction: This is an application for a finding of reasonable diligence and that a portion of the water rights has been made absolute for two conditional appropriative rights of exchange on Boulder Creek and South Boulder Creek, originally decreed in Division 1 Case No. 99CW227. The 99CW227 decree authorized four different exchanges. With respect to two of those exchanges, further described in paragraph 4.2(c), and (d), below, the source of substitute supply was to be water provided by contract with the City of Boulder. The 99CW227 decree also provided that in the event that PSCo would not exercise an option to enter into a permanent water supply agreement with the City of Boulder, then the two exchanges that use that source of substitute supply shall be deemed to terminate. PSCo did not exercise that option. Therefore, PSCo also seeks a determination that the two exchanges using Boulder “Contract Water” are terminated. 3. Name of Structures and Facilities Associated with the Conditional Water Rights: 3.1 Lower End Points of Exchange Reach: a. Boulder Creek Supply Canal. The Boulder Creek supply Canal (“Supply Canal”) delivers Colorado-Big Thompson Project (“C-BT”) water to Boulder Creek at a point located 200 feet east of the West section line and 2,500 feet north of the South section line, of Section 13, Township 1North, Range 70 West of the 6th P.M. b. 75th Street Delivery Point. Pursuant to the decree entered in Division 1 Case 99CW227, the City of Boulder was to deliver “Contract Water” (defined below) to PSCo at a point located at or near the intersection of 75th Street and Boulder Creek (the “75th Street Delivery Point”). 3.2 Upper End Points of Exchange Reach: a. Wellman Canal Headgate No. 1. The Wellman Canal (a/k/a the Big Wellman Ditch) diverts water from Boulder Creek and its tributaries through eleven headgates. Only Headgate No. 1 is part of PSCo’s Valmont Exchange. Headgate No. 1 is located on the south bank of Boulder Creek at a point that bears South 46° 15’ East a distance of 1,888.9 feet from the Northwest Corner of Section 32, Township 1 North, Range 70 West of the 6th P.M., Boulder County , Colorado. Water diverted into the Wellman Canal through Headgate No. 1 is carried southeasterly and discharged into South Boulder Creek from whence it is diverted through the Leggett Inlet and delivered to Valmont Lake Reservoir. b. Leggett Inlet. The Leggett Inlet (a/k/a the Hillcrest Inlet Ditch) is located at a point on the east bank of South Boulder Creek, whence the South quarter-corner of Section 27, Township 1 North, Range 70 West of the 6th P.M. bears south 51° 21’ West a distance of 562.8 feet. 4. Description of Conditional Water Rights: 4.1 Source of Substitute Supply: a. C-BT Units. PSCo owns C-BT “Units” pursuant to Water Allotment contracts between the Northern Colorado Water Conservancy District and PSCo, which are used as the source of substitute supply for the Supply Canal to Wellman Canal Exchange and the Supply Canal to Leggett Inlet Exchange. b. Contract Water. Pursuant to contractual agreements with the City of Boulder, the 99CW227 Decree identified raw water decreed for uses including industrial purposes and delivered by the City of Boulder to Boulder Creek as a source of substitute supply for two exchanges (“Contract Water”). In this application PSCo seeks a determination that such exchange rights using Contract Water are terminated pursuant to the terms of the 99CW227 Decree. 4.2 Exchange Reaches. a. Supply Canal to Wellman Canal Exchange. PSCo was decreed a conditional appropriative right of exchange from the point where the Supply Canal discharges into Boulder Creek upstream to the Wellman Canal Headgate No. 1. Simultaneously with its otherwise out-of-priority diversions from Boulder Creek into the Wellman Canal, PSCo shall deliver equal amounts of C-BT water to Boulder Creek at the Supply Canal. b. Supply Canal to Leggett Inlet Exchange. PSCo was decreed a conditional appropriative right of exchange from the point where the Supply Canal discharges into Boulder Creek upstream to the Leggett Inlet. Simultaneously with its otherwise out-of-priority diversions from South Boulder Creek into the Leggett Inlet, PSCo shall deliver equal amounts of C-BT

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water to Boulder Creek at the Supply Canal. c. 75th Street Delivery Point to Wellman Canal Exchange. PSCo was decreed a conditional appropriative right of exchange from the 75th Street Delivery Point upstream to the Wellman Canal Headgate No. 1, using Contract Water as the source of substitute supply. PSCo seeks a determination that this exchange right is terminated pursuant to the terms of the 99CW227 Decree. d. 75th Street Delivery Point to Leggett Inlet Exchange. PSCo was decreed a conditional appropriative right of exchange from the 75th Street Delivery Point upstream to the Leggett Canal, using Contract Water as the source of substitute supply. PSCo seeks a determination that this exchange right is terminated pursuant to the terms of the 99CW227 Decree. 4.3 Exchange Rates. a. Supply Canal to Wellman Canal Exchange: 30 cfs, CONDITIONAL. b. Supply Canal to Leggett Inlet Exchange: 30 cfs, CONDITIONAL. c. If both the Supply Canal to Wellman Canal Exchange and the Supply Canal to Leggett Inlet Exchange are run simultaneously, the cumulative exchange rate shall not exceed 60.00 cfs. 4.4 Appropriation Date: September 17, 1999. 4.5 Use of Exchanged Water: The water diverted by exchange for PSCo’s C-BT Units is used for all industrial uses associated with the generation of electrical energy at Valmont Station, including, without limitation: industrial cooling, dust suppression, irrigation of lawns, trees, and gardens adjacent to Valmont Station, domestic and sanitary purposes, and fire protection within the boundaries of the Northern Colorado Water Conservancy District. The use of C-BT water by exchange at the Valmont Station for any of the contemplated purposes will be a “one use” diversion. PSCo shall not use any C-BT water, including return flows, for successive uses after beneficial use at the Valmont Station. 5. Claims to Make Portions of Conditional Water Rights Absolute: PSCo claims that the Supply Canal to Wellman Canal Exchange and the Supply Canal to Leggett Inlet Exchange should be made partially absolute, as follows. 5.1 Supply Canal to Wellman Canal Exchange: PSCo operated this exchange at a rate of 13 cfs on May 16 through 20, 2013. Therefore, PSCo claims that 13 cfs of this exchange should be made absolute, and 17 cfs should remain conditional. 5.2 Supply Canal to Leggett Inlet Exchange: PSCo operated this exchange at a rate of 6.45 cfs on May 30, 2013. Therefore, PSCo claims that 6.45 cfs of this exchange should be made absolute, and 23.55 cfs should remain conditional. 6. Evidence of Reasonable Diligence Toward Completing Appropriations: 6.1 In addition to the maximum rates of exchange listed above in paragraph 5, PSCo has diverted and beneficially used water pursuant to the conditional water rights that are the subject of this application on other occasions. PSCo continues to diligently monitor stream conditions and priority calls on Boulder Creek and South Boulder Creek to allow it to divert water pursuant to these water rights when they are in priority on an ongoing basis. 6.2 During the diligence period, PSCo expended approximately $1.47 million on improvements to the to the Leggett Ditch, the Valmont Reservoir, and the Wellman Canal. Each of these facilities is an integral component of the exchanged described herein. These facilities are part of an integrated system serving PSCo’s Valmont Station. 6.3 During the diligence period, PSCo retained and provided funding for ditch superintendents to maintain and operate the Wellman Canal and the Leggett Ditch each year. 6.4 During the diligence period, PSCo participated as an objector in numerous Division 1 water court cases in order to protect its existing water rights at the Valmont Station. Some of these cases have concluded, and others are ongoing. Some examples of the cases in which PSCo has participated as an objector during the diligence period include Case Nos. 02CW292; 02CW403; 02CW404/03CW442; 03CW99; 04CW121; 05CW295; 05CW320; 05CW331; and 07CW310.7. Claim to Terminate 75th Street Delivery Point to Wellman Canal Exchange and 75th Street Delivery Point to Leggett Inlet Exchange: Pursuant to Paragraph 2.3.7 of the 99CW227 Decree, in the event that PSCo does not exercise its option to enter into a Permanent Water Supply Agreement in accordance with the Option Agreement dated March 7, 2001 with the City of Boulder Water Utility, the 75th Street Delivery Point to Wellman Canal Exchange and the 75th Street Delivery Point to Leggett Inlet Exchange shall be deemed to terminate. PSCo did not exercise the referenced option. Therefore, pursuant to the terms of the 99CW227 Decree, these two exchanges shall be deemed to terminate. 8. Names and Addresses of Owners of the Land Upon Which any New Diversion or Storage Structure, or Modification to any Existing Diversion or Storage Structure is or will be Constructed or upon Which Water is or will be Stored, Including any Modification to the Existing Storage Pool. This application does not involve any new or modified diversion or storage structures. WHEREFORE, PSCo requests that the Court enter a

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decree finding that PSCo has satisfied the statutory standard of steady application of effort to complete the appropriation in a reasonably expedient and efficient manner under all the facts and circumstances, that reasonable diligence was performed during the diligence period in development of the subject water rights, that the subject water rights should be made absolute in the amounts described above, and that the conditional portion of the subject water rights should continue. PSCo also requests that the Court enter a decree indicating that the 75th Street Delivery Point to Wellman Canal Exchange, and the 75th Street Delivery Point to Leggett Inlet Exchange has terminated pursuant to the terms of the 99CW227 decree. 13CW3088 City of Aurora, Colorado, acting by and through its Utility Enterprise, 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012-1555, Telephone: 303-739-7370 Please send all pleadings and correspondence to Applicants counsel: Steven O. Sims and John A. Helfrich, Brownstein Hyatt Farber Schreck, LLP, 410 17th Street, Suite 2200, Denver, CO 80202, Phone Number: (303) 223-1100. Fax Number: (303) 223-1111. Email: ssims@bhfs.com; jhelfrich@bhfs.com. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN ADAMS, ARAPAHOE AND DOUGLAS COUNTIES. (1) Name of the structures: (a) Aquifer Recharge and Recovery Facility B (“ARR-B”), and (b) Tucson South Reservoir. (2) Describe conditional water right: (a) Date of Original Decree: August 1, 2007; Decree: 03CW414, Court: Water Court, Water Division No. 1. (b) Legal Description: The centroid of the Tucson South/ARR-B facility is located in the NW1/4 of the SE1/4, Section 1, T1S, R67W, 6th P.M. The facility will occupy all or portions of the following sections: the N1/2 of the SE1/4, the SW1/4 of the SE1/4, and the SW1/4, all in Section 1, T1S, R67W, 6th P.M. See Figure 1. (c) Source: South Platte River. (d) Appropriation Date: December 8, 2003. (e) Amount: (i) Capacity of ARR-B: 920 acre feet, conditional. (ii) Tucson South Reservoir: 5,200 acre feet, conditional. (f) Location of Points of Diversion and Rates of Diversion from South Platte River. (i) Brighton Ditch: The headgate of the Brighton Ditch on the west bank of the South Platte River in the SE1/4SE1/4, Section 11, T1S, R67W, 6th P.M. in Adams County, at a point approximately 780 feet north and 1,120 feet west of the SE corner of said Section 11. Rate of diversion to storage: 60 c.f.s., conditional. (ii)Brantner Ditch: The headgate of the Brantner Ditch on the north bank of the South Platte River in the NE1/4SW1/4, Section 4, T2S, R67W, 6th P.M., Adams County at a point approximately 2,721 feet south and 2,140 feet east of the NW corner of Section 4. Rate of diversion to storage: 110 c.f.s., conditional. (g) Use: All municipal and domestic purposes including without limitation fire protection, irrigation, commercial and industrial use, recreational purposes, fish and wildlife propagation, stock watering, reservoir evaporation replacement, storage and maintenance of storage reserves, exchange and augmentation purposes, for use and reuse until extinction. The location of use will be any area Aurora Water is capable of serving by these diversion and storage points within the existing or future water service area Aurora Water located in Adams, Arapahoe and Douglas Counties or any extra-territorial area in which the Aurora Water contracts to provide treated or raw water service or any area in which Aurora Water has augmentation or delayed return flow obligations. (3) Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: (a) Pursuant to C.R.S. § 37-92-301(4)(b), the measure of reasonable diligence is the steady application of effort to complete the appropriation in a reasonably expedient and efficient manner under all the facts circumstances. When a project or integrated system is comprised of several features, work on one feature of the project or system shall be considered finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system. Pursuant to paragraph 41 of the decree in Case No. 03CW414, the ARR-B/Tucson South Reservoir facility is part of Aurora Water’s integrated system of water rights and structures the comprise Aurora’s Prairie Waters Project (“PWP”). Therefore, Aurora Water’s work on any part of the PWP constitutes reasonable diligence on the conditional water rights decreed in Case No. 03CW414. Since receiving the decree in Case No. 03CW414, Aurora Water has diligently prosecuted the following additional features of the PWP: (i) Aurora Water spent approximately $700 million dollars completing the construction of ARR-A, the PWP well fields, the 34 mile pipeline from PWP to Aurora Reservoir, and the Peter Binney Water Treatment Facility. The initial capacity is 10,000 acre feet. (ii)

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Aurora Water began PWP deliveries in October 2010 and the system became fully operational in June 2012. (iii) Case No. 03CW415: conditional storage rights for Aurora Reservoir, Quincy Reservoir and East Reservoir, decreed May 14, 2008. (iv) Case No. 06CW104: conditional storage rights for ARR-A/Gravel Pit Reservoir A; conditional tributary ground water rights for the PWP Well Field; conditional appropriative rights of exchange for 28 exchange reaches on the lower South Platte River; and a plan for augmentation for the PWP Well Field, decreed May 6, 2009. (v) Case No. 02CW330: conditional storage rights for Aurora-Everist Reservoir No. 1, decreed June 7, 2012. (vi) Case No. 06CW129: findings of reasonable diligence for conditional storage rights for the Robert W. Walker Reservoir, decreed June 9, 2009. (vii) Case No. 06CW130: findings of reasonable diligence for conditional storage rights for the Stillwater Ranch Reservoir, decreed June 9, 2009. (viii) Case No. 07CW37: change in the type and place of use of 9.023 shares of Brighton Ditch Co. from irrigation to municipal purposes by Aurora Water, decreed March 23, 2011. (ix) Case No. 13CW3042: pending application to add in-fill wells to the PWP Well Field and to the plan for augmentation decreed in Case No. 06CW104. (4) If claim to make absolute: N/A. (5) 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) Thomas Z. and Elsie J. Mars, 3400 East 56th Avenue, Commerce City, Colorado 80022-3620. (b) Amy Horiuchi, 16315 Tucson Street, Brighton 80602. (c) Todd Creek Village Metropolitan District, P.O. Box 490, Brighton, Colorado, 80601. (d) Aggregate Industries-WCR, Inc.; c/o Michael C. Refer, Environmental and Land Services Regional Manager, 1687 Cole Blvd, Suite 300, Golden, CO 80401, (303) 985-1070. (e) The Brighton Ditch is owned by the Brighton Ditch Company, P.O. Box 185, Fort Lupton, Colorado 80621. (f) The Brantner Ditch is owned by the New Brantner Extension Ditch Company, P.O. Box 739, Fort Lupton, Colorado 80621. 13CW3089 JOSEPH A. GARGIULO AND IDA C. GARGIULO. C/o Chris D. Cummins, Felt, Monson & Culichia, LLC, 319 N. Weber Street, Colorado Springs, CO 80903, (719) 471-1212, Email: cdc@fmcwater.com. Application for Adjudication of Denver Basin Groundwater, Surface Water Rights, and for Approval of Plan for Augmentation in EL PASO COUNTY. II. Application for Underground Water Rights. A. Legal Description of Wells. 1. Property Description. All wells will be located on Applicant’s Property, described as a portion of the SW1/4 NE1/4 of Section 14, Township 11 South, Range 65 West of the 6th P.M., El Paso county, Colorado, which contains approximately 20.4 acres, more or less (“Applicants’ Property”). Applicants’ Property consists of Lots 4, 5, 6 and 7 of the 1972 Walden East subdivision, the plat for which is recorded with the Clerk and Recorder for El Paso County as Plat No. 3877, and is generally shown on the attached Exhibit A map. 2. Existing Wells. State Engineer Well Permit No. 78965 is an exempt domestic well currently located in the Applicant’s Property, permitted pursuant to C.R.S. §37-92-602(3)(b)(II)(A) in the SW1/4 NE1/4 of Section 14, Township 11 South, Range 66 West of the 6th P.M., approximately 1,800 feet from the north section line and 2,200 feet from the east section line of said Section 14 (“Gargiulo Well No. 1"). Gargiulo Well No. 1 is located on Lot 5 of the Walden East subdivision. B. Water Source. 1. Not Nontributary. The ground water withdrawn from the Dawson aquifer of the Denver Basin underlying Applicants’ Property is not-nontributary. Pursuant to C.R.S. 37-90-137(9)(c.5), the augmentation requirements for wells in the Dawson aquifer will require the replacement of actual stream depletions. 2. Nontributary. The groundwater that will be withdrawn from the Denver, Arapahoe and Laramie-Fox Hills aquifers of the Denver Basin underlying the Applicants’ Property is nontributary. C. Estimated Rates of Withdrawal and Ground Water Available. 1. Estimated Rates of Withdrawal. Pumping from the wells will not exceed 100 g.p.m. The actual pumping rates for each well will vary according to aquifer conditions and well production capabilities. The Applicants request the right to withdraw ground water at rates of flow necessary to withdraw the entire decreed amounts. The actual depth of each well to be constructed within the respective aquifers will be determined by topography and actual aquifer conditions. 2. Estimated Average Annual Amounts of Ground Water Available. Applicants request an absolute water right for the withdrawal of all legally available ground water in the Denver Basin aquifers underlying the Applicants’

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Property. Said amounts may be withdrawn over the 100-year life of the aquifers as set forth in C.R.S. §37-90-137(4). Applicants estimate that the following values and average annual amounts are representative of the Denver Basin aquifers underlying Applicants’ Property:

Aquifer

Saturated Thickness (Feet)

Total Water Adjudicated (Acre Feet)

Annual Average Withdrawal (Acre Feet)

Dawson (NNT) 457 1,830 15.32

Denver (NT) 537 1,820 18.2

Arapahoe (NT) 256 870 8.7

Laramie Fox Hills (NT) 214 640 6.4 Decreed amounts may vary based upon the State’s Determination of Facts. Pursuant to C.R.S. §37-92-305(11), the Applicants further request that the Court retain jurisdiction to finally determine the amount of water available for appropriation and withdrawal from each aquifer. 1 This figure has been reduced by a total of 3.0 annual acre feet exempted from this determination of ground water rights for purposes of supplying up to three (3) exempt domestic wells at 1.0 annual acre feet per well, to be permitted pursuant to C.R.S. §37-92-602 on Lot Nos. 3, 4 and 6 of Walden East subdivision. D. Requested Uses. The Applicants request the right to use the ground water for beneficial uses upon the Applicants’ Property consisting of domestic, commercial, irrigation, stock water, recreation, wildlife, wetlands, fire protection, piscatorial and also for storage, and augmentation purposes associated with such uses. The Applicants also request that the nontributary water may be used, reused, and successively used to extinction, both on and off the Applicants’ Property subject, however, to the relinquishment of the right to consume no more than two percent of such nontributary water withdrawn. Applicants may use such water by immediate application or by storage and subsequent application to the beneficial uses and purposes stated herein. Provided, however, Applicants shall only be entitled to construct a well or use water from the not-nontributary Dawson aquifer pursuant to a decreed augmentation plan entered by this Court, covering the out-of-priority stream depletions caused by the use of such not nontributary aquifers in accordance with C.R.S. §37-90-137(9)(c.5). E. Well Fields. Applicants request that they be permitted to produce the full legal entitlement from the Denver Basin aquifers underlying Applicants’ Property through any combination of wells. Applicants request that these wells be treated as a well field. Applicants request that they be entitled to withdraw an amount of ground water in excess of the average annual amount decreed to the aquifers beneath the Applicants’ Property, so long as the sum of the total withdrawals from all the wells in the aquifers does not exceed the product of the number of years since the date of issuance of the original well permit or the date of entry of a decree herein, whichever comes first, multiplied by the average annual volume of water which the Applicants are entitled to withdraw from the aquifers underlying the Applicants’ Property. F. Name and Address of Owner of Land Upon Which Wells are to Be Located. The land upon which the wells are and will be located is owned by Applicants. III. APPLICATION FOR SURFACE WATER STORAGE RIGHTS. Applicants desire to adjudicate one surface water diversion, and one surface water storage right in El Paso County, Colorado, for existing structures upon Applicants’ Property. A. Name of Structure: Sunset Spring. 1. Legal Description of Structure: Sunset Spring is located in the SW1/4 NE1/4 of Section 14, Township 11 South, Range 66 2 This figure has been reduced by a total of 3.0 annual acre feet exempted from this determination of ground water rights for purposes of supplying up to three (3) exempt domestic wells at 1.0 annual acre feet per well, to be permitted pursuant to C.R.S. §37-92-602 on Lot Nos. 3, 4 and 6 of Walden East subdivision.

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West of the 6th P.M. at a point approximately 2,130 feet from the north section line of said Section 14, and approximately 2,087 feet from the east section line of said Section 14, in El Paso County, Colorado. 2. Source: An unnamed gulch tributary to West Cherry Creek, tributary to the South Platte River. 3. Date of Initiation of Appropriation: August 8, 2001, coincident with Applicant’s purchase of the subject property and placing of the flows from Sunset Spring to beneficial use. 4. Amount Claimed: Up to 10 gallons per minute, representing the peak flows of Sunset Spring, absolute. 5. Uses: Recreation, fish propagation, stock water, wetlands, wildlife habitat and fire protection, irrigation and augmentation through storage of the flows of Sunset Spring in Sunset Pond, as requested herein, and for freshening flows therein. Wetlands and Wildlife Habitat uses are limited to the surface of Sunset Pond and its immediate perimeter. Augmentation of any out of priority diversions from Sunset Spring, as a source of supply and freshening flows to Sunset Pond, will be replaced through augmentation of the uses from Sunset Pond, as described below. B. Name of Structure: Sunset Pond 1. Legal Description of Structure: The center of the dam is located in the SW1/4 NE1/4 of Section 14, Township 11 South, Range 66 West of the 6th P.M., being approximately 1,470 feet from the north section line of said Section 14, and approximately 2,281 feet from the east section line of said Section 14, in El Paso County, Colorado. 2. Source: The source for the filling and maintenance of this on-channel pond is an unnamed gulch, tributary to West Cherry Creek, tributary to the South Platte River. 3. Appropriation: The Applicants right in Sunset Pond was appropriated long before Applicant’s purchase of the property with construction of Sunset Pond estimated to have occurred sometime in the 1960's. However, Applicants claim an appropriation date of August 8, 2001, representing Applicants’ purchase of the property upon which the existing pond is located and by the use of the pond to the beneficial uses requested herein on that date. 4. Amount Claimed: 5.0 acre feet absolute, with the right to fill and refill, and freshening flows. 5. Use or Proposed Uses: Recreation, fish propagation, stock water, wetlands, wildlife habitat and fire protection, irrigation and augmentation. Wetlands and Wildlife Habitat uses are limited to the surface of the pond itself and its immediate perimeter. 6. Reservoir Specifications: Sunset Pond has a maximum surface area at the high water line of approximately 1.25 acres. The maximum height of the dam is approximately 10 feet and the length of the dam is approximately 150 feet. 7. Total Capacity of Pond: Approximately 5.0 acre feet, all of which is dead storage. 8. Land Ownership: The land upon which all points of diversion and places of use are located are owned by the Applicants set forth in Section I of this Application, which consists of approximately 20.4 acres and is depicted in the attached Exhibit A (“Applicant’s Property”). IV. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION A. Structures to be Augmented. The structures to be augmented are Gargiulo Well No. 1 in the not-nontributary Dawson aquifer, and additional or replacement wells associated therewith, of the Denver Basin underlying the Applicants’ Property, Sunset Spring, and Sunset Pond, as requested and described herein. There are to be no other water rights diverted from or into these structures. B. Water Rights to be Used for Augmentation. The water rights to be used for augmentation during pumping are the pumping and return flows of the not-nontributary Dawson aquifer from Gargiulo Well No. 1 as set forth in this plan for augmentation, together with water rights from the nontributary Laramie-Fox Hills aquifer for post pumping depletions. C. Statement of Plan for Augmentation. Applicants wish to provide for the augmentation of stream depletions caused by pumping the not-nontributary Dawson aquifer well proposed herein for one residential lot, as well as for evaporative depletions associated with the use and operation of Sunset Pond. Water use criteria and their consumptive use component for replacement of actual depletions for the lot is as follows: 1. Household Use Only: 0.30 acre feet annually within one single family dwelling with a ten percent consumptive use based on a nonevaporative septic leach field disposal systems The annual consumptive use for this residence is therefore 0.030 acre feet, with resulting return flows of 0.27 annual acre feet. Any other type of waste water disposal shall require and amendment to this plan of augmentation. 2. Landscape Irrigation: 0.046 acre feet annually per 1,000 square feet (2.0 acre feet per acre) per year, with a 85% assumed consumptive use rate. The annual consumptive use for each 1,000 square feet of lawn and garden irrigated is therefore 0.039 acre feet. 3. Horses (or equivalent livestock): 0.011 acre feet annually (10 gallons per day) per head with a one hundred percent consumptive use component. 4. Pond Evaporation: Applicants’ consultants have

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determined the net evaporative depletions based on the application of local climate data to the standards of the State Engineer’s Office for the determination of pond evaporation. Based thereon, the net evaporation from the surface area of Sunset Pond is determined to be approximately 2.62 acre feet per acre of exposed surface area. Sunset Pond has a maximum of approximately 1.25 acres of exposed surface area, and therefore has associated evaporative depletions of approximately 3.31 annual acre feet. Should the Gargiulo Well No. 1 pump 4.71 acre feet per year, such quantities pumped would be divided as follows: 0.3 acre feet for in-house use, 0.055 acre feet for watering of up to five (5) head of livestock; 3.31 acre feet for replacement of evaporative depletions from Sunset Pond, with the remaining 1.045 acre feet utilized for the irrigation of up to 15,000 square feet of lawn and garden. Septic return flows are calculated to be 0.27 acre feet annually, with an additional 0.16 acre feet annually of lawn irrigation return flows. Applicants consultants have calculated that these combined return flows are sufficient to replace depletions occurring during the pumping life of Gargiulo Well No. 1 from the Dawson aquifer. Applicants propose to reserve a quantity of water from the nontributary Laramie-Fox Hills aquifer for replacement of post-pumping depletions. This Application is being filed in Water Divisions 1 and 2 because depletions may occur to both divisions. The return flows set forth above will accrue to the South Platte River system where the majority of depletions occur. Applicants requests that the total amount of depletions to both the South Platte River and the Arkansas River systems be replaced to the South Platte River as set forth herein, and for a finding that those replacements are sufficient. D. Augmentation of Depletions During Pumping. Pursuant to C.R.S. §37-90-137(9)(c.5) Applicants are required to replace actual stream depletions attributable to pumping of the Gargiulo Well No. 1. Applicants’ consultants have estimated maximum depletions during the 100 year pumping life of the Gargiulo Well No. 1 to be 7.9% of pumping. Based upon annual pumping of 4.71 acre feet per year, and the requested uses therefrom, Applicants are therefore required to replace a maximum of 0.37 acre feet annually. Applicants’ have determined that during pumping, septic system return flows from the residence should account for approximately 0.27 acre feet per year and return flows from irrigation will total 0.16 acre feet, for total return flows of 0.43 acre feet. Thus, there are sufficient return flows through the septic system and irrigation return flows to replace the estimated stream depletions during the pumping life of Gargiulo Well No. 1. E. Augmentation for Post Pumping Depletions. For the replacement of any injurious post-pumping depletions which may be associated with the use of Gargiulo Well No. 1, Applicants will reserve up to 471 acre feet of water from the nontributary Laramie-Fox Hills aquifer underlying the Applicants’ Property, less the amount of actual stream depletions replaced during the plan pumping period. Applicants also reserve the right to substitute other legally available augmentation sources for such post pumping depletions upon further approval of the Court under its retained jurisdiction. Even though this reservation is made, Applicants claim that post pumping depletions will be noninjurious and do not need to be replaced. Under the Court’s retained jurisdiction, Applicants reserve the right in the future to prove that post pumping depletions will be noninjurious. The reserved nontributary water will be used to replace any injurious post-pumping depletions. Upon entry of a decree in this case, the Applicants will be entitled to file for and receive an amended well permit for the Gargiulo Well No. 1 for the uses in accordance with this Application. F. Remarks. Additional remarks are as follows: 1. Applicants request a finding that they have complied with C.R.S. §37-90-137(4), and that the ground water requested herein is legally available for withdrawal by the requested not-nontributary well upon the entry of a decree approving an augmentation plan pursuant to C.R.S. §37-90-137(9)(c.5). 2. The term of this augmentation plan is for 100 years, however the length of the plan for a particular well may be extended beyond such time provided the total plan pumping allocated thereto is not exceeded. Post pumping stream depletions accrue to a particular well or wells only to the extent related to that well’s actual pumping. 3. The Court will retain jurisdiction over this matter to provide for the adjustment of the annual amount of ground water withdrawals to be allowed in order to conform to actual local aquifer characteristics from adequate information obtained from well drilling or test holes. 4. Pursuant to C.R.S. §37-90-137, upon approval of the plan for augmentation requested herein, Applicants will file an application with the State Engineer’s office to re-permit the existing well on Applicants’ approximately 20.4 acre property (Permit No. 78965) for operation under the plan for augmentation. 5. The Applicants

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request a finding that vested water rights of others will not be materially injured by the withdrawals of ground water and the proposed plan for augmentation. 6. The well(s) shall be installed and metered as reasonably required by the State Engineer. Each well must be equipped with a totalizing flow meter and Applicants shall submit diversion records to the Division Engineer on an annual basis or as otherwise requested by the Division Engineer. The Applicants shall also provide accountings to the Division Engineer and Water Commissioner as required by them to demonstrate compliance under this plan of augmentation. 7. The Applicants intend to waive the 600 feet well spacing requirement for any wells to be located upon the Applicants’ Property. 8. Applicants will comply with any lienholder notice provisions set forth in C.R.S. §37-92-302(2)(b) and §37-90-137(4)(b.5)(I), and such notice will be sent within 10 days of the filing of this application. Application consists of nine (9) pages. 13CW3090 CITY OF LOVELAND (”Loveland”), c/o Larry Howard, Senior Civil Engineer/Water Resources, 500 East 3rd Street, Loveland, CO 80537, APPLICATION FOR FINDING OF REASONABLE DILIGENCE, IN LARIMER COUNTY. 1. Please send all pleadings and correspondence to: Brian M. Nazarenus Esq., Susan M. Ryan, Esq., RYLEY CARLOCK & APPLEWHITE, 1700 Lincoln Street, Suite 3500, Denver, CO 80203, (303) 863-7500. 2. Name of Structure. 2.1. Loveland Pipeline. The Loveland Pipeline diverts from a point located on the north bank of the Big Thompson River in the Northwest 1/4 of the Southwest 1/4 of the Southwest 1/4 of Section 2, Township 5 North, Range 70 West of the 6th P.M., in Larimer County. A location map is attached as Exhibit A. 2.2. Source of the Water: Big Thompson River. 2.3. Date of Appropriation. July 30, 1995. 3. Description of Conditional Water Right. 3.1. Original Decree. The original decree was entered in Case No. 04CW358 on August 29, 2007 by the District Court, Water Division No. 1. In Case No. 04CW358, Loveland was decreed an absolute direct flow right for 18.4 c.f.s. and a conditional direct flow right for 52.9 c.f.s. This is Loveland’s first diligence filing since the decree in Case No. 04CW358 was entered. 3.2. Legal Description. See Paragraph 2.1. 3.3. Uses for the Conditional Direct Flow Right Decreed in Case No. 04CW358. The conditional direct flow right may be used directly and subsequently used, reused, and successively used to extinction for all municipal uses, including without limitation, domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection and suppression, sewage treatment, street sprinkling, recreational, aesthetic, piscatorial, wildlife preservation, maintenance of operating detention, for exchange purposes or for replacement of depletions resulting from the use of water from other sources, and all other beneficial purposes related to, occurring or deriving from the operation of Loveland’s municipal water and sewer system. 4. Detailed Outline of Work Done For the Completion of the Conditional Appropriation and Application of Water to a Beneficial Use. Pursuant to the original decree in 04CW348, the direct flow right is part of Loveland’s municipal water supply and is used to satisfy the increased need for water resulting from population increases in Loveland. For purposes of showing diligence as to the completion of the appropriation for its direct flow right, diligence as to any part of Loveland’s water rights system used to operate or that benefits from the direct flow right shall be diligence as to the completion of the conditional right. During the diligence period, Loveland has done at least the following work to complete the appropriation and the application of the conditional direct flow right decreed in Case No. 04CW358. (Some expenditure numbers are rounded to the nearest $1,000). 4.1. Loveland has replaced the old raw water line with a new raw water line during its Phase 1 Water Treatment Plant improvements. The construction costs associated with these improvements totaled approximately $221,665. 4.2. Loveland has installed a new sluice gate at the approximate cost of $10,000. 4.3. Loveland has repaired scoured sections of the Big Thompson intake channel at the Water Treatment Plant at the approximate cost of $5,000. 4.4. Loveland has requested that work be performed by Spronk Water Engineers pertaining to the Loveland Pipeline and its related facilities, including water rights yield modeling, exchange potential modeling, water rights protection and opposition, review of historical records of Loveland’s water use, and water rights accounting during this diligence period. The approximate cost totaled $335,300. 5. Name and Addresses of Owners of Land Upon Which Any New Diversion or Storage Structure or

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Modification to Any Existing Diversion or Storage Structure or Existing Storage Pool Is or Will Be Constructed or Upon Which Water Is or Will Be Stored. City of Loveland, Colorado, Department of Water and Power, 200 North Wilson Avenue, Loveland, CO 80537. WHEREFORE, Loveland respectfully requests that the Court grant this Application and enter a decree continuing the use of Loveland’s conditional direct flow water right in the amount of 52.9 c.f.s. for the Loveland Pipeline, and for such other relief, which it deems proper. (Application: 5 pages, Exhibit: 1 page) 13CW3091 James Kevin Whitaker Trust, 1791 Kerr Gulch Road, Evergreen, Colorado 80439, North Fork Associates, LLC and Mountain Mutual Reservoir Company, P. O. Box 27567, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR UNDERGROUND WATER RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHT: 1. Name of Well and Permit, Registration or Denial Number: Whitaker Well No. 1 (Permit No. 135347). 2. Legal Description of the Well: Whitaker Well No. 1 is located in the SW1/4 SW1/4 of Section 22, Township 4 South, Range 71 West, 6th P.M., Jefferson County, at a point approximately 710 feet from the South Section line and 690 feet from the West Section line of said Section 22. 3.A. Source of Water: Ground water that is tributary to Kerr Gulch, Bear Creek and the South Platte River. 3.B. Depth of Well: 480 feet. 4.A. Date of Appropriation: February 20, 1979. 4.B. How Appropriation was Initiated: Submittal of a well permit application to the Colorado Division of Water Resources, followed by the issuance of a well permit by the State Engineer. 4.C. Date Water Applied to Beneficial Use: March 20, 1981. 5. Amount Claimed: 1 gallon per minute, Absolute. 6. Uses: Ordinary household purposes inside a single family dwelling, and fire protection purposes. 7. Name and Address of Owner of Land on which the Well is Located: James Kevin Whitaker Trust, as described above. 8. Remarks: The Permit for the Whitaker Well No. 1 was originally issued pursuant to C.R.S. §37-92-602. A copy of the Permit is attached as Exhibit “A.” Upon approval of the plan for augmentation being requested, a new well permit application for the Well will be submitted to the State Engineer, along with a request that Permit No. 135347 be cancelled. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: Whitaker Well No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. The Trustee of the James Kevin Whitaker Trust (“Whitaker Trust”), has entered into a contract with North Fork Associates, LLC to purchase 2.5 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 2.5 shares represent the right to receive 0.079 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

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

The Bear Creek headgate of the Harriman Ditch is located on the South bank of Bear Creek in the NE1/4 NE1/4, Section 2, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Turkey Creek headgate of the Harriman Ditch is located on the South bank of Turkey Creek near the Southwest corner of Section 6, Township 5 South, Range 69 West, 6th P.M., Jefferson County. The Ditch was originally

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decreed for irrigation, livestock watering, domestic and municipal purposes. ii. Warrior Ditch. 2.0 shares of the 160 shares of capital stock (1.25%), issued and outstanding in the Warrior Ditch Company. Said Company owns direct flow water rights decreed to the Warrior Ditch. Pursuant to the Decree entered in Civil Action No. 6832 on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

The headgates of the Warrior Ditch are the same as those of the Harriman Ditch, described above. The Ditch was originally decreed for irrigation purposes. iii. Soda Lakes Reservoir Nos. 1 and 2. 8.71 shares of the 400 shares of capital stock (2.18%), issued and outstanding in the Soda Lakes Reservoir and Mineral Water Company. Said Company owns storage water rights decreed to the Soda Lakes Reservoir Nos. 1 and 2. Pursuant to the Decree entered in Civil Action No. 91471 on September 24, 1935, the Soda Lake Reservoir Nos. 1 and 2 were adjudicated for 1,794 acre feet for irrigation purposes, and 598 acre feet for storage for supplying the City of Denver with water for municipal purposes, including the watering of lawns and gardens. The date of appropriation awarded the structures was February 11, 1893. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Reservoirs are filled through the Harriman Ditch. iv. Meadowview Reservoir. The structure is located in the NE1/4 SW1/4 and the NW1/4 SE1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County. Meadowview Reservoir was awarded an absolute water right in Case No. 2009CW92 (2001CW294), in an amount of 20 acre feet, and a conditional water right in Case No. 94CW290, in an amount of 30 acre feet, for augmentation, replacement, exchange and substitution purposes. The source is water tributary to North Turkey Creek. Harriman Ditch and Warrior Ditch direct flow water and water available to MMRC in the Soda Lakes Reservoirs are also stored in Meadowview Reservoir by exchange pursuant to the appropriative rights of substitution and exchange decreed in Case Nos. 94CW290, 2000CW060 and 2001CW293. c. The overall "firm" yield of consumptive use water available from the MMRC portfolio of Bear Creek/Turkey Creek water rights and storage facilities was quantified in the Decree entered by the District Court for Water Division 1 in Case No. 2001CW293, dated July 16, 2003. The terms and conditions under which the Bear Creek/Turkey Creek water rights are used for augmentation and replacement purposes are set forth in the Decree in Case No. 2001CW293, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2001CW293 for more detailed information. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The Whitaker Trust is the owner of a 17.5 acre parcel of property located in the SW1/4 SW1/4 of Section 22, Township 4 South, Range 71 West, 6th P.M., Jefferson County. One single family residence currently exists on the property. Wastewater from all in-building uses of water is treated utilizing a non-evaporative septic system with a soil absorption leach field. Return flows are to Kerr Gulch. The property is depicted on the attached Exhibit "B." b. Use of water from the Whitaker Well No. 1 is currently limited to in-house purposes within a single-family residence. The Whitaker Trust desires to expand the use of water from the well to include irrigation and the watering of horses. c. Based on prior engineering studies, it is assumed that the maximum average occupancy of the single family residence will be 3.5 persons, and that the per capita daily water usage will not exceed 80 gallons as an annual average. The augmentation plan will also cover the irrigation of 500 square feet of lawn grass, or equivalent gardens, and the watering of 3 horses or equivalent domestic animals. Gross irrigation requirements for lawn grass are no more than 1.25 acre-feet of water per irrigated acre at this location. Water requirements for horses, or similar domestic

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animals, are assumed to be 10 gallons per animal per day. The total volume of water required is projected to be approximately 0.5 of an acre foot per year. d. Depletions associated with water that is used inside the existing residence will be based on a ten percent (10%) consumption factor. Consumption of lawn grass at this location is 1.0 acre-foot per acre. All of the water supplied to horses is assumed to be consumed. Maximum stream depletions are not anticipated to exceed 0.079 of an acre foot per year, or a maximum of 0.06 of a gallon per minute. e. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. Whenever possible, depletions to the stream system which occur during the period April through October, inclusive, will be continuously augmented by MMRC forgoing the diversion of a portion of its Warrior Ditch and/or Harriman Ditch direct flow water rights. During times when MMRC's direct flow water rights are not in priority and during the months of November through March, inclusive, depletions will primarily be augmented by periodically releasing water from the Soda Lakes Reservoirs. Water may also be released from Meadowview Reservoir. g. Since the point of depletion associated with water use under this augmentation plan is on a side tributary of Bear Creek and upstream of the Harriman Ditch headgate, the Whitaker Trust asserts an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of Bear Creek and Turkey Creek at Bear Creek Lake in Section 5, Township 5 South, Range 69 West, 6th P.M., Jefferson County; thence up Bear Creek to its confluence with Swede Gulch (a/k/a Kerr Gulch), located in the SE1/4 NW1/4 of Section 36, Township 4 South, Range 71 West, 6th P.M. (very close to the line between the N1/2 and the S1/2 of Section 36); thence up Swede Gulch to the confluence of Swede Gulch and Kerr Gulch in the NE1/4 SW1/4 of Section 26, Township 4 South, Range 71 West, 6th P.M.; and thence up Kerr Gulch to the point where depletions from the subject well impact Kerr Gulch in the SW 1/4 SW1/4 of Section 22, Township 4 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in Kerr Gulch, Bear Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of August 29, 2013, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Names and Address of Owners of Land on which New Structures will be Located: N/A. WHEREFORE, the Whitaker Trust requests the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Whitaker Trust also requests a determination that the Whitaker Well No. 1 can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Whitaker Trust further requests the entry of an Order directing the State Engineer to issue a new permit for the Well. (7 pages and two exhibits). 13CW3092 ***Per Order, will be published by Division 2*** 13CW3092 ROBERT A. SMITH AND DENIECE R. SMITH, 14040 Herring Road, Colorado Springs, CO 80908. Worley Law Firm, LLC, 611 North Weber St., #104, Colorado Springs, CO 80903. Application for Adjudication of Denver Basin Ground Water and for Approval of Plan for Augmentation IN EL PASO COUNTY. E-mail and telephone number of applicants: e-mail rdrsmith@yahoo.com; phone 719.495.7615. I. APPLICATION FOR DENVER BASIN WATER RIGHTS. 1. Names of wells and permit, registration, or denial numbers: Permit No. 21756. 2. Legal description of wells: Permit No. 217567 is constructed in the Dawson aquifer in the SE1/4 NE1/4 Section 5, T. 12 S., R. 65 W., 6th P.M., 2440 feet from the north section line and 310 feet from the east section line. One well in each of the Denver, Arapahoe and Laramie-Fox Hills aquifers is contemplated, plus all necessary additional and/or replacement wells, to be located anywhere on Applicant’s 7.84 acre property located in the SE/4 NE1/4 Section 5, T. 12 S., R. 65 W., 6th P.M., in El Paso County (the “Property”). The address of the Property is 14040 Herring Road, Colorado Springs, CO 80908; its legal description is the east 655 feet of Lot 5 Wildwood Ranch Estates Filing 2. Applicants also claim the right to appropriate the water underlying the west half (30 feet) of Herring Road where it is adjacent to the Property. A map showing

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the Property’s general location is attached as Figure 1; a second more detailed map is attached as Figure 2. The Property is located within Water Division 2. The Property, including the road area, is 8.176 acres. 3. Sources: not nontributary Dawson aquifer; nontributary Denver aquifer; nontributary Arapahoe aquifer; nontributary Laramie-Fox Hills aquifer. 4. A. Date of appropriation: Not applicable. 4.B. How appropriation was initiated: Not applicable. 4.C. Date water applied to beneficial use: Not applicable. 5. Amount claimed: Dawson aquifer - 15 gpm, 776 acre feet absolute; Denver aquifer - 15 g.p.m., 580 acre feet absolute; Arapahoe aquifer - 150 g.p.m., 354 acre feet, absolute; Laramie-Fox Hills aquifer - 150 g.p.m., 228 acre feet, absolute. The water court will be asked to retain jurisdiction over such decree to enter a final determination of the amount of water available for appropriation from each aquifer based on geophysical logs for such wells. 6. Proposed uses: Drinking, cooking and sanitary purposes inside a primary house and a guest house/detached home office; commercial for indoor drinking and sanitary purposes; stock water; hot tub/spa and/or swimming pool; lawn, orchard and garden (including greenhouse) irrigation; other landscaping features; fire suppression; augmentation. 7. Name and address of owner of land on which wells are/will be located: Same as Applicants. II. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION. 8. Name of structures to be augmented: Well permit 217567. No other water rights are or will be diverted from that well. After entry of a decree, permit 217567 will be re-permitted consistent with the provisions of the decree. 9. Previous decrees for water rights to be used for augmentation: None. 10. Historic use: Not applicable. 11. Statement of plan for augmentation: Well permit 217567 is only permitted for indoor residential uses and noncommercial domestic animals. Applicants seek approval of a plan for augmentation which will allow multiple uses from this structure, including without limitation indoor residential uses, commercial uses (drinking and sanitary purposes only), a detached home office or guest house, livestock water, landscape, orchard and garden (including greenhouse) irrigation, hot tub and/or swimming pool, and augmentation. Indoor use for the primary house is expected to equal 0.3 acre foot annually. Treatment of waste water from indoor uses will be achieved using a nonevaporative individual septic tank and leach field system (“ISDS”); consumption of water so treated will not exceed 10 percent of uses, with 90 percent, or 0.27 acre foot annually, accruing to nearby streams. Annual pumping shall be allowed as follows: Years 1 - 150, 2.489 acre feet annually; years 151 - 200, 2.06 acre feet annually; years 201 - 250, 1.656 acre feet annually; years 251 - 300, 1.398 acre feet annually. The smaller amounts of allowable pumping in years 151 - 300 are necessary to ensure that depletions during those years do not exceed the ISDS return flows. By observing those pumping limitations, ISDS return flows will equal or exceed the 0.27 acre feet of annual stream depletions during pumping. Change of the type of wastewater treatment to a central sewage treatment with direct discharge to any tributary of Fountain Creek or Cherry Creek shall not require an amendment to this plan for augmentation, but change to any other type of waste water disposal shall require an amendment. Applicants propose to replace depletions during pumping with return flows from the ISDS, and to replace post-pumping depletions with the nontributary Denver aquifer water decreed herein, all 580 acre feet of which will be reserved for that purpose. Applicants will reserve the right to replace such depletions with any other judicially acceptable source of augmentation water, upon judicial approval after appropriate notice. 12. Miscellaneous provisions. (1) There are two liens against the Applicants’ property. The lienors have been notified of this application as required by C.R.S. 37-92-302(2)(b). See Exhibits A and B. (2) The El Paso County Board of County Commissioners has been notified of this application. See Exhibit C. (3) This application is being filed in Water Divisions 1 and 2. After the period for filing statements of opposition has expired, Applicants will seek to consolidate the two cases in Division 2, where the Property is located. (3) Applicants reserve the right to make minor changes in the amounts claimed for appropriation and in the allowable amounts to be pumped annually under the augmentation plan, based on variations in the information currently available to Applicants and the information contained in the Determinations of Facts and the Consultation Report. 13CW3093 Town of Lochbuie, c/o Town Manager, 703 WCR 37, Lochbuie, CO 80603. (Steven P. Jeffers, Matthew Machado, Lyons Gaddis Kahn Hall Jeffers Dworak & Grant, PC, P.O. Box 978, Longmont, CO 80502-0978, 303-776-9900) APPLICATION FOR FINDING OF REASONABLE

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DILIGENCE AND TO MAKE ABSOLUTE WATER RIGHTS IN ADAMS AND WELD COUNTIES. 2. Name of structures: Lochbuie Well Nos. 1 and 2. 3. Describe conditional water right (as to each structure) from Judgment and Decree: A) Date of original decree, case no. and court for all wells: The original decree was entered August 27, 2007, in Case No. 2004CW85, District Court for Water Division No. 1. B) Legal Description: A map showing the location of the wells is attached as EXHIBIT A. i) Lochbuie Well No. 1 (Permit No. 63904–F, WDID 0209585) is located in the NE1/4 SE1/4, Section 36, T1N, R66W, 6th P.M., Weld County, Colorado, 2,485 feet from the South and 90 feet from the East section lines. ii) Lochbuie Well No. 2 (Permit No. 63903-F, WDID 0209586) is located in the SE1/4 NE1/4, Section 36, T1N, R66W, 6th P.M., Weld County, Colorado, 1,345 feet from the North and 475 feet from the East section lines. C) Source: Groundwater in the Beebe Draw alluvium, tributary to the South Platte River. D) Appropriation Dates: i) Lochbuie Well No. 1: October 31, 1996 ii) Lochbuie Well No. 2: October 31, 1998. E) Amounts: i) Lochbuie Well No. 1: 700 gpm, ABSOLUTE, 300 gpm CONDITIONAL ii) Lochbuie Well No. 2: 800 gpm, ABSOLUTE, 200 gpm CONDITIONAL F) Use: Municipal purposes, including domestic, irrigation, industrial, commercial, stock watering, recreation and fire protection. Such water is intended for use in a unified municipal water system for all such purposes, including irrigation of parks, open space, greenways and other landscaped areas within the Town’s service area and at other locations served by contract with the Town. G) Depth: i) Lochbuie Well No. 1: approximately 70 feet. ii) Lochbuie Well No. 2: approximately 86 feet deep. 3. Provide a detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures: The Town approved the filing of this application and manifested its intent to complete the appropriations for Well Nos. 1 and 2 by Resolution 2013-15. Well Nos. 1 and 2 were the principal source of raw water for the Town’s municipal water supply system. The Town’s consultants prepare accounting for the Town’s water rights, including these wells. The Town filed a water court application and obtained a decree in Case No. 09CW268, which includes a water storage right that will be used to augment the subject wells. The Town also filed application in Case No. 10CW214 to amend the depletion factors for the subject wells and to add augmentation sources to the augmentation plan for these wells. The Town has reached stipulations in that case with several objectors, and that case is set for trial in 2014. The Town has opposed or is opposing other applications for water rights, changes in water rights, and plans for augmentation, including Case Nos. 02CW105, 02CW403, 02CW404, 03CW442, 10CW306, and other cases, and has participated in various water quality protection activities in order to protect these water rights. The Town is also assisting in the study of local aquifer characteristics and recharge capabilities near the Town’s well field. The Town completed a replacement well for Lochbuie Well No. 6 on July 28, 2008, which the Town has operated pursuant to the 04CW85 plan for augmentation that includes the subject wells. The Town installed water level transducers in the subject wells. The total amount of expenditures for engineering consulting related to the above activities during the past six years was in excess of $350,000, which amount is exclusive of legal fees, Town staff time and other expenditures on equipment related to diligence for the development of Well Nos. 1 and 2. 4. If a claim to make absolute, water applied to beneficial use: On August 23, 2013, the Town diverted Well No. 1 at a rate of 1000 gpm and applied the water to beneficial use through the Town’s municipal water supply system. On August 23, 2013, the Town diverted Well No. 2 at a rate of 1000 gpm and applied the water to beneficial use through the Town’s municipal water supply system. Therefore, the Town requests in this case that the full amounts of the water rights for Well Nos. 1 and 2 as decreed in Case No. 04CW85 be made absolute. The Town reserves the right to provide additional evidence of use of these wells in support of this claim prior to the entry of a decree. 5. Name and address of owner of land where structures are located or place where water will be used. Applicant owns all wells and well sites or has easements for such well sites. 13CW3094 (99CW236) COORS BREWING COMPANY, P.O. Box 4030, Suite 400, Golden, Colorado 80301, (303) 927-3680 (Spencer W. Williams, BURNS FIGA & WILL, P.C., 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111, (303) 796-2626, swilliams@bfwlaw.com,

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APPLICATION FOR REASONABLE DILIGENCE IN JEFFERSON COUNTY. 2. Description of Conditional Appropriative Rights of Exchange: The conditional appropriative rights of exchange, for which findings of continued reasonable diligence are sought, were originally decreed by the Division 1 Water Court in Case No. 99CW236 on August 8, 2007. All terms and conditions decreed in Case No. 99CW236 shall continue in full force and effect. The exchange rights are more particularly described as follows: a. Name of Exchange: Wannamaker/Farmers High Line Exchange i. Description of Exchange: Whenever diversions from Clear Creek above the Farmers High Line Canal are being curtailed for the benefit of any of the water rights decreed to that canal with dates of appropriation equal to or senior to November 2, 1865, and Coors is making junior ground water or cooling water diversions at or above the point of diversion of that canal, Coors may replace the depletions resulting from those junior diversions as required by the Decree in Consolidated Cases Nos. W-8036(75) and W-8256(76) by an exchange resulting from Coors causing a reduction in the amount of water then being called past the point of diversion of the Farmers High Line Canal for the benefit of Coors’ share of the June 1, 1860 water right decreed to the Wannamaker Ditch to replace depletions resulting to the Farmers High Line Canal caused by Coors’ junior diversions at the Coors Cooling Water Intake. Coors’ exercise of its interest in the water rights decreed to the Wannamaker Ditch in operating this exchange is subject to the terms and conditions of the Decrees in Case Nos. W-8036(75) and W-8256(76) (Consolidated), 89CW234 and Case No. 99CW236 applicable to that interest. A diagram illustrating this exchange is attached as Exhibit 1 to the Decree in Case No. 99CW236. ii. Location of the Structures Involved: (a) The exchange from point, the Wannamaker Ditch. Point of diversion is located on the North bank of Clear Creek in the NEl/4 of Section 27, T 3 S., R 70 W., of the 6th P.M., whence the NE corner of said Section 27 bears North 38°17.5' East, 2099.64 feet, Jefferson County, Colorado. (b) The exchange to point, the Coors Cooling Water Intake (Coors Industries Ditch). Point of diversion located at a point on the South bank of Clear Creek in the SW1/4 of Section 27, T 3 S., R 70 W. of the 6th P.M., Jefferson County, Colorado, which bears South 32°59'17" East 1620.67 feet from the NW Corner of the SW1/4 of said Section 27. iii. Amount Decreed: 1.8 c.f.s (absolute); 5.32 c.f.s. (conditional), as originally decreed in Case No. 99CW236. The 5.32 c.f.s. conditional portion of this water right is the subject of this application. iv. Appropriation Date: September 18, 1990. v. Source of Substitute Supply: Coors’ interest in the water rights decreed to the Wannamaker Ditch, diverting from Clear Creek, a tributary of the South Platte River. Pursuant to C.R.S. § 37-92-305(5), the substituted water provided by Coors for the exchange herein is now of a quality, quantity and continuity to meet the requirements of use for which the receiving senior appropriators have normally used such water. b. Name of Exchange: Augmentation III Plan Exchange i. Description of Exchange: These exchanges will operate as part of the Coors Augmentation III Plan decreed in Case No. 99CW236. The water rights to be used for exchange are those listed in ¶¶ VIII.B.1 and B.2 of the decree in Case No. 99CW236. The “exchange-from” points are augmentation release locations described below in ¶ 2.b.ii.(a). The “exchange-to” points are the diversion and depletion points of the structures to be augmented as described in Case No. 99CW236, listed below in ¶ 2.b.ii.(b). ii. Location of the Structures Involved: Coors’ exchange reach lies between the headgate of the Agricultural Ditch, located on the South bank of Clear Creek in the SW1/4 of Section 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado and Coors’ easternmost reservoir of the Jefferson Storage System, being Prospect Park Lake, located in the W1/2 Section 21, Township 3 South, Range 69 West of the 6th P.M., Jefferson County, Colorado, and includes the following exchange from points and exchange to points: (a) The exchange from points: (i) Cooling Water Pumped Return Above Cooling Water Inlet: A point lying in the SW one-quarter of Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, and more particularly described as lying S 32°28'54" E., 1622.56 feet from the West one-quarter corner of said section. (7' Parshall flume) (ii) Cooling Water Pumped Return Below Cooling Water Inlet: A point lying in the SW one-quarter of Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, and more particularly described as lying S 33°37'49" E., 1609.50 feet from the West one-quarter corner of said section. (7' Parshall flume) (iii) Pond Overflow Cooling Water Return: A point lying in the SW one-quarter of Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, and more particularly described as lying S 71°21'56" E., 1890.89 feet from the West one-quarter corner of

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said section. (2' Sharp Crested Weir) (iv) Hot Well #1 Cooling Water Return: A point lying in the SW one-quarter of Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, and more particularly described as lying S 81°71'01" E., 2094.53 feet from the West one-quarter corner of said section. (4' Parshall flume) (v) Hot Well #2 Cooling Water Return: A point lying in the Southwest one-quarter of Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, and more particularly described as lying S 75°00'09" E., 1944.76 feet from the West one-quarter corner of said section. (4' Parshall flume) (vi) South Loop Cooling Water Return: A point lying in the NE one-quarter of Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, more particularly described as lying N 84°15'31" E., 2791.31 feet from the West one-quarter corner of said section. (4' Parshall flume) (vii) Cooling Water Screen Backwash: At a point on the South bank of Clear Creek in Sec. 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado, more particularly described as lying S 39°38'50" E., 1611.0 feet from the West one-quarter corner of said Sec. 27. (Totalizing flow meter) (viii) Sewage Disposal Plant Outfall: At a point on the North bank of Clear Creek in Sec. 24, T 3 S., R 70 W., of the 6th P.M., in Jefferson County, Colorado. (Totalizing flow meter) (ix) Water Treatment Plant Backwash: At a point on the South bank of Clear Creek in Sec. 24, T 3 S., R 70 W., of the 6th P.M., in Jefferson County, Colorado, more particularly described as lying N 23°24'49" W., 1112.61 feet from the SE corner of said Sec. 24. (Totalizing flow meter) (x) The release points within the exchange reach (described in ¶ 2.b.ii above) from the following storage structures decreed under the Jefferson Storage System in Case No. W-152-73, as modified by Case No. 88CW206, and described in ¶ VIII.A.2 in the decree in Case No. 99CW236: (1) Clinton Reservoir (2) Crawford Reservoir (3) Wanemaker (Wannamaker) Reservoir (4) Hawley Reservoir (5) Lee Reservoir (6) Summers Reservoir (7) Eskins Reservoir (8) Pearson Reservoir No. 1 and Pearson Reservoir No. 1 Enlargement (9) B-2 Lake (10) B-3 Lake (11) B-4 Lake (12) B-5 East Lake (13) B-6 Lake (14) B-7 Lake (15) B-9 Lake (16) West Lake (17) Bass Lake (18) Tabor Lake (19) Prospect Park Lake (b) The exchange to points: (i) The points of depletion from Clear Creek of Coors’ underground springs decreed in Case No. W-7809(74), as listed in ¶ VIII.A.1 of the decree in Case No. 99CW236, which depletion points are located within the exchange reach described in ¶ 2.b.ii above. (ii) The points of depletion from Clear Creek of Coors’ underground springs decreed in Consolidated Case Nos. W-8036(75) and W-8256(76), as listed in ¶ VIII.A.1 of the decree in Case No. 99CW236, which depletion points are located within the exchange reach described in ¶ 2.b.ii above. (iii) The following points of diversion for structures used to fill storage structures decreed under the Jefferson Storage System in Case No. W-152-73, as modified in Case No. 88CW206: (1) The point of diversion for the structure used to fill Clinton Reservoir: From the right bank of Clear Creek at a point whence the SW Corner of Section 24, T 3 S., R 70 W., of the 6th P.M., bears South 0° East, 700 feet. (2) The point of diversion for the structure used to fill Crawford Reservoir: From the right bank of Clear Creek at a point whence the SW Corner of Section 24, T 3 S., R 70 W., of the 6th P.M., bears South 0° West, 700 feet. (3) The point of diversion for the structure used to fill Wanemaker (Wannamaker) Reservoir: From the right bank of Clear Creek at a point whence the SE Corner of Section 23, T 3 S., R 70 W., of the 6th P.M., bears North 90° East, 1,300 feet. (4) The point of diversion for the structure used to fill Hawley Reservoir, Lee Reservoir and Summers Reservoir: From the right bank of Clear Creek at a point whence the SW Corner of Section 19, T 3 S., R 69 W., of the 6th P.M., bears South 0° West, 1,100 feet. (5) The point of diversion for the structure used to fill Eskins Reservoir: From the right bank of Clear Creek at a point whence the S1/4 Corner of Section 19, T 3 S., R 69 W., of the 6th P.M., bears South 0° East, 1,300 feet. (6) The point of diversion for the structure used to fill Pearson Reservoir No. 1 and B-5 East Lake: From the Pearson Ditch at a point whence the corner common to Sections 19, 20, 29 and 30, T 3 S., R 69 W., of the 6th P.M., bears North 77° East, 1,310 feet. (7) The point of diversion for the structure used to fill Pearson Reservoir No. 1 Enlargement and B-5 East Lake: From the right bank of Clear Creek at a point whence the SW Corner of Section 19, T 3 S., R 69 W., of the 6th P.M., bears South 64° West, 2,800 feet. (8) The point of diversion for the structure used to fill B-2 Lake, B-6 Lake and B-7 Lake: Through the Wannamaker Ditch at a point on the North bank of Clear Creek in the NE1/4 of Section 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, State of Colorado, whence the NE Corner of said Section 27, bears N. 38°17.5' East, 2099.64 feet. (9) The points of diversion of the structures used to fill B-3 Lake and

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B-4 Lake: (a) On the right bank of Clear Creek at a point whence the South 1/4 Corner of Section 24, T 3 S., R 70 W., of the 6th P.M., Jefferson County, State of Colorado, bears S 0° E., 900 feet. (b) On the right bank of Clear Creek at a point whence the SE Corner of Section 24, T 3 S., R 70 W., of the 6th P.M., Jefferson County, State of Colorado, bears S 60° E., 1900 feet. (c) On the South side of Clear Creek which is on the South side of the diversion dam common to the Croke Canal and the Rocky Mountain Ditch in the NE1/4 NE1/4 NW1/4 of Section 26, T 3 S., R 70 W., of the 6th P.M., Jefferson County, State of Colorado, and which bears South 18°12' 25" West a distance of 401.11 feet from the North 1/4 corner of said Section 26. (d) On the Miles & Eskins Drainage, Seepage and Waste Water Ditch at a point whence the NW Corner of Section 30, T 3 S., R 69 W., of the 6th P.M., Jefferson County, State of Colorado, bears N 18° 46' West 1,621 feet. (10) The points of diversion of the structures used to fill B-9 Lake: (a) On the North side of Clear Creek in the NW1/4 SE1/4 of Section 19, T 3 S., R 69 W., of the 6th P.M., Jefferson County, State of Colorado, at a point which is approximately 1700 feet from the East section line and 1400 feet from the South section line of said Section 19. (b) Through the Slough Ditch at a point on the North bank of Clear Creek in the NW1/4 SE1/4 of Section 19, T 3 S., R 69 W., of 6th P.M., Jefferson County, State of Colorado, at a point which is approximately 2400 feet from the East section line and 1320 feet from the South section line of said Section 19. (c) Through the Reno and Juchem Ditch at a point on the North bank of Clear Creek in the SE1/4 SW1/4 of Section 19, T 3 S., R 69 W., of the 6th P.M., Jefferson County, State of Colorado, at a point approximately 1320 feet from the West section line and 1250 feet from the South section line of said Section 19. (11) The point of diversion of the structure used to fill West Lake: At a point on the South side of Clear Creek in the SW1/4 of Section 20, T 3 S., R 69 W., of the 6th P.M., Jefferson County, State of Colorado, whence the South quarter corner of said Section 20, bears S. 1° E., 1920 feet. (12) The point of diversion of the structure used to fill Bass Lake: At a point on the South side of Clear Creek in the SE1/4 of Section 20, T 3 S., R 69 W., of the 6th P.M., Jefferson County, State of Colorado, whence the South quarter corner of said Section 20, bears S. 30°W., 1880 feet. (13) The point of diversion of the structure used to fill Tabor Lake and Prospect Park Lake: Through the Slough ditch at a point on the North side of Clear Creek in the NW1/4 SE1/4 of Section 19, T 3 S., R 69 W., of the 6th P.M., Jefferson County, State of Colorado, at a point which is approximately 2400 feet from the East section line and 1320 feet from the South section line of said Section 19. (iv) The point of diversion for the Coors Industry Ditch: on the Southern bank of Clear Creek at a point which is South 25°6'12" East, 1525.92 feet from the NW Corner of the SW1/4 of Section 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado; and the following Alternate Points of Diversion for the Coors Industry Ditch as decreed in Case No. W-7585: (1) Coors Cooling Water Intake. Point of diversion located at a point on the South bank of Clear Creek in the SW1/4 of Section 27, T 3 S., R 70 W., which bears South 32°59'17" East 1620.67 feet from the NW Corner of the SW1/4 of Section 27, T 3 S., R 70 W., of the 6th P.M., Jefferson County, Colorado. (2) The Wannamaker Ditch: Point of diversion located in the NEl/4 of Section 27, T 3 S., R 70 W., of the 6th P.M., at a point on the North bank of Clear Creek whence the NE corner of Section 27, T 3 S., R 70 W., of the 6th P.M., bears North 38°17.5' East, 2099.64 feet, Jefferson County, Colorado. (3) The Rocky Mountain Ditch: Point of diversion located on the South side of the Croke Dam in the NEl/4 NEl/4 NW1/4 of Section 26, T 3 S., R 70 W., of the 6th P.M., at a point on the South side of Clear Creek which bears South 18°12'25" West, a distance of 401.11 feet from the North 1/4 corner of said Section 26, Jefferson County, Colorado. (4) Coors Industries Ditch Alternate Point of Diversion #3: Point of diversion at a headgate in SE1/4 of Section 24, T 3 S., R 70 W., of the 6th P.M., located at a point on the South bank of Clear Creek whence the South 1/4 corner of Section 24, T 3 S., R 70 W., of the 6th P.M., bears South 47°51'47" West, a distance of 1375.04 feet, Jefferson County, Colorado. iii. Cumulative Amount and Rate of Exchange : The cumulative amount of water exchanged under the exchange decreed herein shall not exceed the total annual amount of 384.8 acre-feet (less transit and evaporation losses). During the Croke season (November 11 through March 20), the total cumulative instantaneous flow rate under this exchange shall not exceed 13.2 cfs. During the non-Croke season (March 21 through November 10), the total cumulative instantaneous flow rate shall not exceed 7.56 cfs for exchanges from direct deliveries of Coors’ augmentation water supplied to the stream system pursuant to the decree in Case No. 99CW236, and shall not exceed a 25.0 cfs maximum flow rate for exchanges of

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releases from storage of Coors’ excess consumptive use credits in its Jefferson Storage System (as described in ¶ VIII.C.3.a(3) of the decree in Case No. 99CW236), to be exchanged to any of the exchange-to structures. iv. Appropriation Date: December 30, 1999. v. Source of Substitute Supply: (a) Coors’ interests in the water rights decreed to the Farmers High Line Canal, the Agricultural Ditch, and the Wannamaker Ditch as described in ¶ VI.A of the decree in Case No. 99CW236, and as changed in that decree, including any excess consumptive use credits from said water rights stored in the Jefferson Storage System. (b) Deliveries of water from the Farmers High Line Canal, the Church Ditch, the Croke Canal and Standley Lake Reservoir pursuant to Coors’ contract with the City of Thornton dated May 23, 1988 and the First Amendment to that Agreement dated December 23, 1996, and to the Decree in Case No. 96CW1117, as described in ¶ VI.B of the Decree in Case No. 99CW236. (c) Non-tributary groundwater from the Arapahoe and Laramie Fox Hills aquifers decreed by this Court in Case No. 85CW051, as described in ¶ VIII.B.2 of the Decree in Case No. 99CW236. Pursuant to C.R.S. § 37-92-305(5), the substituted water provided by Coors for the exchange herein is of a quality, quantity and continuity to meet the requirements of use for which the receiving senior appropriators have normally used such water. 3. Development of Conditional Appropriative Rights of Exchange: In support of this Application for Finding of Reasonable Diligence, during this diligence period, in continuing the development of the conditional appropriative rights of exchange for use in its unified system, Coors has been engaged in the use, construction and completion of some of the diversion facilities, storage facilities, and water rights involved. In addition, Coors has been engaged in the legal defense and protection of said water rights, and has continued in the planning, designing and exploration of the physical and business arrangements associated with the construction and use of the water rights involved. Work done during the diligence period toward completion and exercise of the appropriative rights of exchange and application of water to a beneficial use as conditionally decreed, include the following activities: a. Diligence activities directly related to development of the Wannamaker/Farmers High Line appropriative right of exchange in this application include: i. Coors has exercised, operated and administered its plan for augmentation and exchanges decreed in Case No. 99CW236, including continued exercise of its Wannamaker/Farmers High Line Exchange within the exchange rate previously decreed absolute. ii. MillerCoors LLC, a joint venture of Molson Coors and affiliate of Coors Brewing Company, constructed an improved diversion dam at the Cooling Water Intake, as described above in ¶ 2.b.ii.(b)(iv)(1), to better control Clear Creek streamflows and more reliably operate the Cooling Water Intake. b. Diligence activities directly related to development of the conditional Augmentation III Plan appropriative rights of exchange in this application include: i. Coors has exercised, operated and administered its Plan for Augmentation and Exchange decreed in Case No. 99CW236. This Plan for Augmentation, including exchange, is operated and administered in conjunction with Coors’ previously decreed Augmentation Plan I (Case Nos. 8036(75), W-8256(76) and 88CW271), and Augmentation Plan II (Case Nos. 89CW234, 99CW062 and 06CW83), and consistent with the decree in Case No. 99CW236. ii. MillerCoors LLC, a joint venture of Molson Coors and affiliate of Coors Brewing Company, constructed an improved diversion dam at the Cooling Water Intake, as described above in ¶ 2.b.ii.(b)(iv)(1), to better control Clear Creek streamflows and more reliably operate the Cooling Water Intake. c. Unified System Activities: The appropriative rights of exchange in this Application are integral features in Coors’ unified water system developed by Coors for beverage and food production, malting, irrigation, domestic and other commercial and industrial uses. Other components of the unified water system include the Straight Creek Tunnel Drainage and Effluent System (Case Nos. W-1665 in Water Division No. 5 and W-7097 in Water Division No. 1); Jefferson Storage System (Case Nos. W-152 and 88CW206); Coors Golden Milling Right (Civil Action No. B-9675, Jefferson County District Court), Coors’s Underground Springs (Case Nos. W-7809-74, 90CW064 and 95CW081); Augmentation Plan Springs (Case No. 81CW110), Idaho Springs Reservoir (Case No. 84CW671); the nontributary wells that are the subject of Case No. 85CW051, Coors Industries Ditch (Case Nos. W-224 and W-7585), the Coors Augmentation Plans I and II decreed in Case Nos. W-8036(75), W-8256(76), 88CW271 and 89CW234; the Cosmic Decree (Case No. 88CW271), and related exchanges decreed in Case Nos. 88CW268, 88CW272 and 96CW1117 (all cases are decrees entered in Water Division No. 1, except where otherwise noted); as well as a complete

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water treatment, cooling, and distribution system at the plant site in Golden, Colorado. During the diligence period Molson Coors Brewing Company (Coors’s parent company) and SABMiller PLC entered into a joint venture known as MillerCoors LLC. In 2008 Coors entered into a long-term water lease (“2008 Water Lease”) to supply water for MillerCoors LLC’s brewing and commercial operations in Golden, Colorado. Coors has continuously operated its unified water system, including use of the structures and water rights associated with this Application, to support its obligations under the 2008 Water Lease and to support its own commercial operations and other contractual obligations. As described below, Coors, its affiliated entities, and MillerCoors (by agreement with Coors) have expended substantial effort in the development of Coors’s overall unified system of which the rights identified in this Application are integral components. During this diligence period, Coors has continued the development of the unified water supply system of which the exchanges that are the subject of this Application are an integral part. This Court has determined that continued development and maintenance of Coors’s unified water system constitutes diligence for the individual water rights associated with that system, as this Court found in paragraph 9 of the decree entered in Case No. 06CW83. Coors has also been engaged in the legal defense and protection of said water rights and has continued in the planning, design, and exploration of the physical and business problems associated with the construction and use of the diversion facilities and water rights involved. During this diligence period, Coors, its affiliates, and MillerCoors (by agreement with Coors) have undertaken the following activities and expended at least $2,800,000 for the development and maintenance of Coors’s unified water supply system: i. Expenditures in excess of $235,000 for contractual obligations under the Cosmic Agreement and related agreements; ii. Engineering costs in excess of $200,000 relating to Coors’s water rights and water supply system; iii. Expenditures in excess of $690,000 for ditch companies supporting Coors’s unified water system; iv. Expenditures of approximately $451,500 for pump installation and replacement, operation, maintenance, and repairs to Coors’s underground springs; v. Expenditure of approximately $838,000 on Miller Coors’s reconstruction of an inflatable diversion dam in support of the Coors’s unified water system; vi. Expenditures in excess of $1,166,000 on other capital projects in support of Coors’s unified water system; and vii. Expenditures in excess of $75,000 to participate in the South Platte Water Related Activities Program (SPWRAP). Such participation will facilitate future federal permitting that may be necessary in connection with improvements or enlargement of storage structures in Coors’s unified water system, and will facilitate future storage and releases pursuant to the subject conditional exchanges. d. Coors has also participated in a number of water cases adjudicating matters required for the production of water used in Coors’ unified water system, including but not limited to following cases: i. Case No. 05CW154 (diligence on Clear Creek exchanges decreed in Case No. 96CW1117); ii. Case No. 05CW159 (diligence on bookover exchanges decreed in Case No. 96CW1117); iii. Case No. 05CW240 (diligence on Underground Springs); iv. Case No. 06CW83 (diligence on Coors’s Augmentation Plan II exchanges); v. Case No. 11CW172 (diligence on Underground Springs); vi. Case No. 12CW67 (diligence on Jefferson Storage System); vii. Case No. 12CW155 (diligence on exchanges relating to the Cosmic Agreement); and viii. Case No. 13CW3016 (diligence on exchanges relating to the Cosmic Agreement). Coors has also filed statements of opposition to a number of water court applications to prevent injury to Coors’ water rights, including those which are the subject of this Application. Coors’s legal fees and expenses in pursuing these applications and filing these statements of opposition to continue and protect the unified system water rights exceeded $700,000 during the diligence period. WHEREFORE, Applicant prays that this Court find and determine: A. That Applicant has exercised reasonable diligence in the development of its appropriative rights of exchange decreed in Case No. 99CW236, to the extent such rights are not found by this Court to have been perfected to date, and such portions of the subject appropriative rights of exchange shall be continued as conditional rights in full force and effect for another six-year diligence period; and B. For such other and further relief as this Court deems just and proper. (pages 16) 13CW3095 (06CW188 & 84CW671) COORS BREWING COMPANY, 311 10th Street, Suite 400, Golden, CO 80401, (303) 927-3680 (Bernard F. Gehris, BURNS, FIGA & WILL, P.C., 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111, 303-796-2626, bgehris@bfw-law.com) and

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CITY OF IDAHO SPRINGS, c/o Mayor Jackson P. Morgan, P.O. Box 907, Idaho Springs, CO 80452, (303) 567-4421 (David S. Hayes, PETROS & WHITE, LLC, 1999 Broadway, Suite 3200, Denver, CO 80202, 303-825-1980, dhayes@petros-white.com) APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN JEFFERSON AND CLEAR CREEK COUNTIES 2. Description of structures involved in plan for substitution and exchange. On August 28, 1992, in Case No. 84CW671, the Co-Applicants were awarded a decree for a conditional appropriative right of exchange and conditional right to reuse. This conditional right has an appropriation date of January 5, 1984, subject to administration pursuant to § 37-92-306, C.R.S., and subject to additional terms and conditions as contained in the decree. The amount of water stored by exchange in the Idaho Springs Storage Reservoir a/k/a Chicago Creek Reservoir (“Reservoir”) is to be equal to the amount of water introduced at the points of substitution and exchange, adjusted to account for stream flow changes which may be used in the exchange without injury to other appropriators; provided that the cumulative amount of water exchanged and the cumulative instantaneous rate of flow under the decreed exchanges are not to exceed the total annual amount of 2,000 acre-feet (less transit and evaporation losses) or the total instantaneous flow rate of 50 cfs. A. The capacity of the existing Reservoir is approximately 225 acre-feet. The existing dam for the existing reservoir is to be enlarged so that the capacity of the structure will be at least 2,000 acre-feet. The enlarged Reservoir will be an on-stream reservoir located on the Chicago Creek main stem. The location of the existing and enlarged Reservoir is described in subparagraphs B.i. and B.ii. B. Idaho Springs owns the following decreed rights for the existing and enlarged Reservoir: i. Original decree. a. Decree information. Decreed in Case No. W-326, Water Division No. 1, on February 18, 1972. b. Legal description. Located in Sec. 1, T5S, R74W of the 6th P.M. and Sec. 6, T5S, R73W of the 6th P.M. High water line located at a point beginning at a point whence the NE corner of Sec. 1, T5S, R74W, bears N 9°30’ East a distance of 2575 feet, then S 18°10’ East a distance of 102 feet, thence South 29°55’ East a distance of 100 feet, thence South 23°25’ West a distance of 350 feet, thence South 19°30’ East a distance of 160 feet, thence South 43°0’ East a distance of 220 feet, thence South 31°20’ East a distance of 310 feet, thence South 21°50’ East a distance of 130 feet, thence South 46°15’ East a distance of 70 feet, to the true point of diversion. c. Source. Chicago Creek drainage. d. Date of appropriation. August 13, 1906. e. Amount. 150 acre-feet (absolute). f. Use. Municipal, domestic, fire protection. ii. First Enlargement. a. Decree information. Decreed entered in Case No. 84CW508, Water Division No. 1, on June 14, 1989. Subsequent findings of reasonable diligence were made by the decrees entered in Case No. 95CW132 (December 16, 1996), and Case No. 02CW303 (March 1, 2006), and an application to make partially absolute and for a finding of reasonable diligence is pending in Case No. 12CW69. b. Legal description. Beginning at the easterly point of contact of the dam axis with the existing ground, said point being situated whence the northwest corner of Sec. 6, T5S, R73W, 6th P.M., Clear Creek County, bears South 3° 10’ East a distance of 2,350 feet. The First Enlargement will be an on-channel Reservoir located on Chicago Creek, in the W1/2, Sec. 6, T5S, R73W, 6th P.M. and the E1/2 Sec. 1, T5S, R74W, 6th P.M. c. Source. Chicago Creek and Chicago Creek drainage basin, tributary to Clear Creek, tributary to the South Platte River. d. Appropriation date. May 17, 1982. e. Amount. 1,850 acre-feet, conditional, with the right of successive refills in priority until this amount is diverted and stored annually. f. Use. Municipal use, which includes all municipal uses, such as but not by way of limitation, domestic, commercial, manufacturing, industrial, agricultural, watering of parks and lawns and gardens, fire protection, generation of electric power and power generally, recreation, fish and wildlife propagation, sewage treatment, street sprinkling, maintenance of adequate storage reserves, lease, replacement, augmentation and exchange. 3. Description of sources of exchange water. Coors owns or controls water rights and interests in water which will be used to yield or deliver water into the Clear Creek system in exchange for storage of equivalent amounts of water in the Reservoir. Those “Exchange Rights” are described below. The rights described in subparagraphs 3.A., 3.B., 3.C., and 3.D. are referred to collectively as “Developed and Transbasin Rights,” the rights described in subparagraphs 3.E.i., are referred to as the “Storage Rights,” and the rights described in subparagraph 3.E.iii., are referred to as the “Rocky Mountain Ditch Rights.” A. Straight Creek Tunnel Drainage and Effluent System. i. Amount. 0.9 cfs. ii. Location. a. Point of diversion. The legal description of the structure is: The “headgate,” or west portal of the Straight Creek

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Tunnel Drainage and Effluent System consists of 2 vehicular tunnels with underdrains, and an existing pilot core, and an East Ventilation Building, the west portal being located at a point whence the SE corner of the NE1/4 of Sec. 5, T5S, R77W, 6th P.M. bears South 64°40’ West, 28,100 feet. b. Point of delivery to Clear Creek. Discharged into the Clear Creek Basin upstream from the confluence of Chicago Creek and Clear Creek, which point is at the east portal of said Straight Creek Tunnel, also known as the Eisenhower Memorial Tunnel, at the headwaters of Clear Creek at an approximate elevation of 11,050 feet, whence the southwest corner of Sec. 31, T4S, R76W of the 6th P.M. bears South 55°10’ West approximately 16,150 feet. c. Source. Transmountain water. d. Decreed uses. Industrial and municipal. e. Decree information. Decreed July 1, 1971 in Case No. W-211, October 26, 1973 in Case No. W-1665, October 29, 1982 in Case No. 81CW259 and January 29, 1986 in Case No. 85CW252 in Water Division 5. B. Henderson Shaft No. 1. i. Amount. 25.0 cfs (total). By agreement between Adolph Coors Company and the City of Golden (“Golden”), dated May 23, 1988 (as subsequently amended), Coors has interests (subject to Golden’s reserved interests pursuant to said agreement) in 1.0 cfs as guaranteed to Golden by agreement between the City of Golden and AMAX, Inc. dated April 4, 1978. ii. Location. a. Point of diversion. Beginning at a point at the center of Shaft No. 1 whence a USLM Mineral Monument Rue bears North 73°42’ East a distance of 3208.4 feet. This is an unsurveyed area but appears to be in Sec. 25, T3S, R76W of the 6th P.M., Clear Creek County. Alternate point of diversion. Henderson Shaft No. 2--Beginning at a point at the center of Shaft No. 2 whence USLM Mineral Monument Rue bears North 77°16’46” East a distance of 4931.33 feet. This is unsurveyed area but appears to be in Sec. 25, T3S, R76W of the 6th P.M., Clear Creek County. Note: The Rue Mineral Monument is located at North Latitude 39°46’17” and West Longitude 105°49’58”. Alternate point of diversion. Henderson New West Portal Mine Railway Tunnel -- Beginning at a point on the centerline of the west tunnel portal whence the NW Corner of Sec. 6, T3S, R77W of the 6th P.M., bears North 45°29’35” West a distance of 16,086.72 feet. b. Point of delivery to Clear Creek. Discharged into the west fork of Clear Creek upstream from the confluence of Chicago Creek and Clear Creek at approximately 10,150 feet elevation, at a point on the south bank of the West Fork of Clear Creek, whence the NW corner of Sec. 29, T3S, R74W of the 6th P.M. bears South 87°40’ East approximately 37,000 feet. c. Decreed source. A complex system of fractures in the rock above and surrounding the Henderson Mine. Said water is not tributary to any natural stream. d. Decreed uses. Industrial, domestic, irrigation, municipal, piscatorial and recreational. e. Decree information. Decreed July 16, 1980 in Case No. W-7158-77 in Water Division 1. C. Vidler Tunnel Collection System. i. Amount. By agreement between Adolph Coors Company and Golden dated May 23, 1988 (as subsequently amended), Coors has interests in the following amounts (subject to Golden’s reserved interests pursuant to said agreement): (1) 69.60 acre-feet as granted to the City of Golden by Joseph S. McVicker by deed dated May 18, 1978 (rights decreed in Case No. W-3335 in Water Division 5). (2) 40 acre-feet originally decreed to the Blue Danube Ditch and the Blue Danube Ditch No. 2 as modified by decree in Case No. W-3442 in Water Division 5. ii. Location. a. Point of delivery to Clear Creek. The point at which the waters of the Blue River Basin diverted through the Vidler Tunnel are discharged into the Clear Creek Basin upstream from the confluence of Chicago Creek and Clear Creek at a point on the west side of the valley of Leavenworth Creek, a tributary of Clear Creek, at an approximate elevation of 11,750 feet, whence the northeast corner of Sec. 22, T4S, R75W of the 6th P.M., bears North 4°30’ East approximately 23,550 feet. iii. Source. Tributaries of Peru Creek, a tributary of the Blue River, through the Vidler Tunnel into the headwaters of Clear Creek. iv. Decreed uses. Domestic, agricultural, industrial and municipal use. v. Decree information. By the following decrees in Water Division 5 and District Court for Summit County: a. Case No. W-217 decreed on August 23, 1974. b. Civil Action No. 2350 entered October 1, 1968. c. Civil Action No. 2371 entered March 19, 1979. d. Case No. 79CW145 decreed December 30, 1980. e. Case No. 87CW257 decreed on October 31, 1990. f. Case No. W-3865 decreed on January 30, 1980. g. Case No. 87CW246 decreed on January 9, 1989. D. Berthoud Canal and Tunnel. i. Amount. 53.4 cfs (total). a. By agreement between Adolph Coors Company and Golden dated May 23, 1988 (as subsequently amended), Coors has interests in the following total amounts (subject to Golden’s reserved interests pursuant to said agreement): (1) The following amounts granted to the City of Golden by the Farmer’s Reservoir and Irrigation Company by deed dated August 16, 1961 and by

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agreement between City of Golden and the Farmers Reservoir and Irrigation Company and the City of Northglenn dated February 25, 1986. (A) 2.0 cfs from May 15 to June 30. (B) 2.0 cfs from July 1 through July 30. (C) 4.0 cfs from August 1 through October 15. ii. Point of delivery to Clear Creek. Water diverted from the Fraser River Basin is discharged into the Clear Creek Basin upstream from the confluence of Chicago Creek and Clear Creek at a point on the south side of the parking lot at the top of Berthoud Pass at the head of Hoop Creek, whence the NW corner of Sec. 29, T3S, R74W of the 6th P.M. bears south 60°20’ east approximately 22,800 feet. iii. Source. Tributaries of the Fraser River, crossing under Berthoud Pass into the head waters of Clear Creek. iv. Decreed use. Irrigation. v. Decree information. Decreed on August 3, 1911 in the adjudication of priorities for Water District No. 51 in District Court for Grand County. E. Jefferson Storage System. The Jefferson Storage System is a series of reservoirs located near Coors’s industrial facility in the Clear Creek Basin near Golden. Except for Frost and Waldorf Reservoirs, which are to be located on federal lands, Coors owns or otherwise has legal access and right to use the structures and lands associated with the Jefferson Storage System as described in subparagraph E.i. The decreed locations, points of diversion, amounts, source and appropriation dates of the Storage Rights were originally decreed on July 23, 1971 in Case No. W-152, Water Division No. 1 as modified by Case No. 88CW206 (December 30, 1993), to conform to the as-built configuration. Subparagraph E.ii., describes the decreed uses of the Storage Rights. Water decreed to the Rocky Mountain Ditch (the Rocky Mountain Ditch Rights) also can be stored in the Jefferson Storage System pursuant to the decrees in Cases No. W-7635-74, W-8036(75) and W-8256(76). The Rocky Mountain Ditch Rights are described in subparagraph E.iii. The points of delivery of Jefferson Storage System water (Storage Rights and Rocky Mountain Ditch Rights) to Clear Creek are described in subparagraph E.iv., i. Decreed locations of reservoirs, points of diversion, amounts, source, and appropriation dates for the reservoirs decreed in Case No. W-152 on July 23, 1971 and in Case No. W-152-73 on April 26, 1977, as modified by Case No. 88CW206 on December 30, 1993 and made partially absolute, most recently in the Decree for Case No. 2005CW186. a. Names of structures. (1) Clinton Reservoir (2) Crawford Reservoir (3) Wanemaker Reservoir (4) Hawley Reservoir (5) Lee Reservoir (6) Frost Reservoir (7) Waldorf Reservoir (8) Summers Reservoir (9) Eskins Reservoir (10) Pearson Reservoir No. 1 (11) Pearson Reservoir No. 1 Enlargement (12) B-2 Lake (13) B-3 Lake (14) B-4 Lake (15) B-5 East Lake (16) B-6 Lake (17) B-7 Lake (18) B-9 Lake (19) West Lake (20) Bass Lake (21) Tabor Lake (22) Prospect Park Lake (23) West Gravel Lakes b. Locations. The locations of the various components of the Jefferson Storage System are described by reference to the original decree in Case No. W-152 and W-152-73 as modified by the decree in Case No. 88CW206: (1) Clinton Reservoir. (From W-152) Said reservoir is located in the SE1/4 of the SW1/4 of Sec. 24 and in the NE1/4 of the NW1/4 of Sec. 25, T3S, R70W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the SW Corner of Sec. 24, T3S, R70W of the 6th P.M. bears South 0° East, 700 feet. Amount: 1100 acre-feet (conditional) Source: Clear Creek Appropriation Date: October, 1965 (2) Crawford Reservoir. (From W- 152) Said reservoir is located in the SW1/4 of the SW1/4 of Sec. 24 and in the NW1/4 of the NW1/4 of Sec. 25, T3S, R70W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the SW Corner of Sec. 24, T3S, R70W of the 6th P.M. bears South 0° West, 700 feet. Amount: 1000 acre-feet (Conditional) Source: Clear Creek Appropriation Date: October, 1965 (3) Wanemaker (Wannamaker) Reservoir. (From W-152) Said reservoir is located in the SE1/4 of the SE1/4 of Sec. 23 and in the NE1/4 of the NE1/4 of Sec. 26, T3S, R70W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the SE Corner of Sec. 23, T3S, R70W of the 6th P.M. bears North 90° East, 1,300 feet. Amount: 530 acre-feet (conditional) Source: Clear Creek Appropriation Date: October, 1965 (4) Hawley Reservoir. (From W- 152) Said reservoir is located in the E1/2 of the NW1/4 of Sec. 30, T3S, R69W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the SW Corner of Sec. 19, T3S, R69W of the 6th P.M. bears South 0° West, 1,100 feet. Amount: 570 acre-feet (conditional) Source: Clear Creek Appropriation Date: May 27, 1966 (5) Lee Reservoir. (From W-I52) Said reservoir is located in the W1/2 of the NE1/4 of Sec. 30, T3S, R69W of the 6th P.M., in Jefferson County. Water for said reservoir will be

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diverted from the right bank of Clear Creek at a point whence the SW Corner of Sec. 19, T3S, R69W of the 6th P.M. bears South 0° West, 1,100 feet. Amount: 310 acre-feet (conditional) Source: Clear Creek Appropriation Date: May 27, 1966 (6) Frost Reservoir. (From W-152) Said reservoir is located in Secs. 10 and 15 of T5S, R75W of the 6th P.M., in Clear Creek County. The height of dam is 44 feet. The dam axis bears South 87°26’ West, 646 feet from a point whence the NW Corner of Sec. 1, T5S, R75W of the 6th P.M. bears North 29°24’ East, 11,200 feet. Amount: 400 acre-feet (conditional) Source: Clear Creek Appropriation Date: October 28, 1965 (7) Waldorf Reservoir. (From W-152) Said reservoir is located in the SW1/4 of the NE1/4 of Sec. 2, T5S, R75W of the 6th P.M., in Clear Creek County. The height of dam is 60 feet. The dam axis bears South 56°57’ East, 922 feet from a point whence the NW Corner of Sec. 1, T5S, R75W of the 6th P.M. bears North 40°17’ East, 2,582 feet. Amount: 400 acre-feet (conditional) Source: Clear Creek Appropriation Date: October 28, 1965 (8) Summers Reservoir. (From W-152) Said reservoir is located in the SE1/4 of the SW1/4 of Sec. 19, and in the NE1/4 of the NW1/4 of Sec. 30, T3S, R60W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the SW Corner of Sec. 19, T3S, R69W of the 6th P.M bears South 0° West, 1,100 feet. Amount: 700 acre-feet (conditional) Source: Clear Creek Appropriation Date: October, 1965 (9) Eskins Reservoir. (From W-152) Said reservoir is located in the SW1/4 of the SE1/4 of Sec. 19, and in the NW1/4 of the NE1/4 of Sec. 30, T3S, R69W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the S1/4 Corner of Sec. 19, T3S, R69W of the 6th P.M. bears South 0° East, 1,300 feet. Amount: 1500 acre-feet (conditional) Source: Clear Creek Appropriation Date: October, 1965 (10) Pearson Reservoir No. 1. (From W-152) Said reservoir is located in the NE1/4 of the NE1/4 of Sec. 30 in the SE1/4 of the SE1/4 of Sec. 19, T3S, R69W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the Pearson Ditch at a point whence the corner common to Secs. 19, 20, 29 and 30, T3S, R69W of the 6th P.M. bears North 77° East, 1,310 feet, in the amount of 101 acre-feet with an appropriation date of October 1, 1965. Amount: 39.3 acre-feet (absolute); 61.7 acre-feet (conditional) Source: Clear Creek Appropriation Date: October l, 1965 (11) Pearson Reservoir No. 1 Enlargement. (From W-152) Said reservoir is located in the SE1/4 of the SE1/4 of Sec. 19 and in the NE1/4 of the NE1/4 of Sec. 30 and in the NW1/4 of the NW1/4 of Sec. 29, T3S, R69W of the 6th P.M., in Jefferson County. Water for said reservoir will be diverted from the right bank of Clear Creek at a point whence the SW Corner of Sec. 19, T3S, R69W of the 6th P.M. bears South 64° West, 2,800 feet. Amount: 700 acre-feet (conditional) Source: Clear Creek Appropriation Date: January 16, 1968 (12) B-2 Lake. (From 88CW206) Said Lake is located on a parcel of land in the Southwest 1/4 of Sec. 24, T3S, R70W of the 6th P.M., County of Jefferson. Point of diversion: On the left bank of Clear Creek at a point whence the NE Corner of Sec. 27, T3S, R70W of the 6th P.M., bears N 38° 17.5’ E, 2099.64 feet (more commonly known as the headgate of the Wannamaker Ditch). Source: Clear Creek Amount: 300 acre-feet (absolute) Appropriation Date: October, 1965 (Duke’s Lake Reservoir) (13) B-3 Lake. (From 88CW206) Said Lake is located on a parcel of land in the Northwest 1/4 of Sec. 30 and in the Southwest 1/4 of Sec. 19, T3S, R69W of the 6th P.M., County of Jefferson. Points of diversion: (A) On the right bank of Clear Creek at a point whence the South 1/4 Corner of Sec. 24, T3S, R70W of the 6th P.M. bears S 0° E., 900 feet. (B) On the right bank of Clear Creek at a point whence the SE Corner of Sec. 24, T3S, R70W of the 6th P.M., bears S. 60° E., 1900 feet. (C) On the south side of Clear Creek which is on the south side of the diversion dam common to the Croke Canal and the Rocky Mountain Ditch in the NE1/4 NE1/4 NW1/4 of Sec. 26, T3S, R70W of the 6th P.M. and which bears South 18° 12’25” West a distance of 401.11 feet from the North 1/4 corner of said Sec. 26. (D) On the Miles & Eskins Drainage, Seepage and Waste Water Ditch at a point whence the NW Corner of Sec. 30, T3S, R69W bears N 18° 46’ W, 1,621 feet. Source: Clear Creek Amounts: Appropriation Dates: 156 acre-feet May 13, 1941 (absolute) 1094 acre-feet March 22, 1968 (absolute) 1250 acre-feet October 1965 (absolute) (14) B-4 Lake. (From 88CW206) Located on a parcel of land in the Northeast 1/4 of Sec. 25, and the Southeast 1/4 of Sec. 24, T3S, R70W of the 6th P.M., County of Jefferson. Points of diversion: (A) On

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the right bank of Clear Creek at a point whence the South 1/4 Corner of Sec. 24, T3S, R70W of the 6th P.M. bears S 0° E., 900 feet. (B) On the right bank of Clear Creek at a point whence the SE Corner of Sec. 24, T3S, R70W of the 6th P.M., bears S. 60° E., 1900 feet. (C) On the south side of Clear Creek which is on the south side of the diversion dam common to the Croke Canal and the Rocky Mountain Ditch in the NE1/4 NE1/4 NW1/4 of Sec. 26, T3S, R70W of the 6th P.M. and which bears South 18°12’25” West a distance of 401.11 feet from the North 1/4 corner of said Sec. 26. (D) On the Miles & Eskins Drainage, Seepage and Waste Water Ditch at a point whence the NW Corner of Sec. 30, T3S, R69W bears N 18°46’ West 1,621 feet. Source: Clear Creek Amounts Appropriation Dates 938 acre-feet March 22, 1968 (absolute) 68 acre-feet March 22, 1968 (conditional) 250 acre-feet October, 1965 (absolute) 840 acre-feet October, 1965 (absolute) 1200 acre-feet March 22, 1968 (conditional) 720 acre-feet March 22, 1968 (conditional) (15) B-5 East Lake. (From 88CW206) Located on a parcel of land in the Southwest 1/4 of Sec. 20, and in the Northwest 1/4 of Sec. 29, and in the Northeast 1/4 of Sec. 30, and in the Southeast 1/4 of Sec. 19, T3S, R69W of the 6th P.M., County of Jefferson. Points of diversion: (A) On the right bank of Clear Creek at a point whence the SW Corner of Sec. 19, T3S, R69W of the 6th P.M., bears S 64° W., 2800 feet. (B) On the Pearson Ditch at a point whence the corner common to Sections 19, 20, 29, and 30, T3S, R69W of the 6th P.M., bears N 77° E, 1310 feet. Source: Clear Creek Amounts: Appropriation Dates: 105 acre-feet October 1, 1965 (conditional) 530 acre-feet January 16, 1968 (conditional) 420 acre-feet January 1, 1968 (conditional) 200 acre-feet May 27, 1966 (conditional) (16) B-6 Lake. (From 88CW206) Located on a parcel of land in the Northeast 1/4 and the Southeast 1/4 of Sec. 23, T3S, R70W of the 6th P.M., County of Jefferson. Point of diversion: Through the Wannamaker Ditch at a point on the north bank of Clear Creek in the NE1/4 of Sec. 27, T3S, R70W of the 6th P.M., whence the NE Corner of said Sec. 27, bears N. 38°17.5’ East, 2099.64 feet. Source: Clear Creek Amount: 700 acre-feet (absolute) Appropriation Date: October, 1965 (Summers Reservoir) (17) B-7 Lake. (From 88CW206) Located on a parcel of land in the SW1/4 of Sec. 24 and in the SE1/4 of Sec. 23, T3S, R70W of the 6th P.M., County of Jefferson. Point of diversion: Through the Wannamaker Ditch at a point on the north bank of Clear Creek in the NE1/4 of Sec. 27, T3S, R70W of the 6th P.M., whence the NE Corner of said Sec. 27, bears N. 38°17.5’ East, 2099.64 feet. Source: Clear Creek Amount: 280 acre-feet (absolute, per Case No. 05CW186) 220 acre-feet (conditional, per Case No. 05CW186) Appropriation Date: October, 1965 (Summers Reservoir) (18) B-9 Lake. Alternate place of storage for the Frost and Waldorf Rights. (From 88CW206) Location: Located on a parcel in the N1/2 SE1/4 of Sec. 19, T3S, R69W of the 6th P.M., lying South of Highway 58; East of the Denver Water Board R.O.W.; and North of Clear Creek. Points of Diversion: (A) On the North side of Clear Creek in the NW1/4 SE1/4 of Sec. 19, T3S, R69W of the 6th P.M., at a point which is approximately 1700 feet from the East section line and 1400 feet from the South section line of said Sec. 19. (B) Through the Slough Ditch at a point on the North bank of Clear Creek in the NW1/4 SE1/4 of Sec. 19, T3S, R69W of 6th P.M., at a point which is approximately 2400 feet from the East section line and 1320 feet from the South section line of said Sec. 19. (C) Through the Reno and Juchem Ditch at a point on the North bank of Clear Creek in the SE1/4 SW1/4 of Sec. 19, T3S, R69W of the 6th P.M., at a point approximately 1320 feet from the West section line and 1250 feet from the South section line of said Sec. 19. Source: Clear Creek, Amount: Up to 400 acre-feet each from the Frost Reservoir and Waldorf Reservoir rights as an alternate place of storage under Case No. 88CW206. Appropriation date: October 28, 1965 (19) West Lake. (From 88CW206) Located on a parcel of land in the South 1/2 of Sec. 20 and the North 1/2 of Sec. 30, T3S, R69W of the 6th P.M., County of Jefferson. Point of diversion: At a point on the South side of Clear

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Creek in the SW1/4 of Sec. 20, T3S, R69W of the 6th P.M., whence the South quarter corner of said Sec. 20, bears S. 1° E., 1920 feet. Source: Clear Creek Amount: 400 acre-feet (conditional) Appropriation Date: January 16, 1968 (Pearson Res. No. 1 Enlargement) (20) Bass Lake. (From 88CW206) Located on a parcel of land in the South 1/2 of Sec. 20 and the North 1/2 of Sec. 30, T3S, R69W of the 6th P.M., County of Jefferson. Point of diversion: At a point on the South side of Clear Creek in the SE1/4 of Sec. 20, T3S, R69W of the 6th P.M., whence the South quarter corner of said Sec. 20, bears S. 30°W., 1880 feet. Source: Clear Creek, Amount: 100 acre-feet (conditional), Appropriation Date: May 27, 1966 (Lee Reservoir) (21) Tabor Lake. (From 88CW206) Located on a parcel of land in the East 1/2 of Sec. 20, T3S, R69W of the 6th P.M., County of Jefferson. Point of diversion: Through the Slough ditch at a point on the North side of Clear Creek in the NW1/4 SE1/4 of Sec. 19, T3S, R69W of the 6th P.M., at a point which is approximately 2400 feet from the East section line and 1320 feet from the South section line of said Sec. 19. Source: Clear Creek Amount: 500 acre-feet (conditional) Appropriation Date: October, 1965 (Eskins Reservoir) (22) Prospect Park Lake. (From 88CW206) Located on a parcel of land in the West 1/2 of Sec. 21, T3S, R69W of the 6th P.M., County of Jefferson. Point of diversion: Through the Slough ditch at a point on the North side of Clear Creek in the NW1/4 SE1/4 of Sec. 19, T3S, R69W of the 6th P.M., at a point which is approximately 2,400 feet from the East section line and 1,320 feet from the South section line of said Sec. 19. Source: Clear Creek, Amount: 100 acre-feet (conditional), Appropriation Date: October, 1965 (Summers Reservoir) (23) West Gravel Lakes. Alternate places of storage for the Frost and Waldorf rights. (From 88CW206) These facilities are owned by City of Thornton. Coors may not store water in these facilities from the Frost Reservoir and Waldorf Reservoir conditional water storage rights without Thornton’s prior approval. Location: Located just west of the South Platte River about 1/2 mile East of the intersection of East 80th Avenue and North York Street in Thornton, CO; in Sections 25 and 36, T2S, R68W of the 6th P. M., Adams County. Point of diversion: Lower Clear Creek Ditch, which point of diversion is located on the North bank of Clear Creek at a point 1,400 feet West and 1,200 feet North of the Southeast corner of Section 4, T3S, R68W of the 6th P. M., Adams County. Source: Clear Creek, Amount: Up to 400 acre-feet each from the Frost Reservoir and Waldorf Reservoir rights as alternate places of storage under Case No. 88CW206, Appropriation Date: October 28, 1965. ii. Decreed Uses. 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, and ground water storage and recharge, and water exchange. iii. The historical depletions (consumptive use water) attributable to Rocky Mountain Ditch water rights owned by Coors can be stored in Coors’s Jefferson Storage System pursuant to decrees entered in Cases No. W-7635-74, W-8036(75) and W-8256(76). Coors’s pro rata interest in those decreed rights which may be so stored and which are to be used in the exchanges decreed herein as described below: Date of Appropriation Rate of Flow (cfs) Coors’s Interest (cfs) 5-01-1862 9.21 6.58 5-31-1864 7.30 5.21 3-31-1865 47.13 33.65 3-15-1873 113.66 81.14 3-16-1878 12.70 9.07 iv. Points of delivery to Clear Creek. a. Water which is available for exchange pursuant to the Rocky Mountain Ditch Rights can be discharged into Clear Creek through the combined outfall of Coors’s Sewage Disposal Plant which is located at a point on the North bank of Clear Creek in Sec. 24, T3S, R70W of the 6th P.M. in. Jefferson County. The location of the outfall described in Coors’s Augmentation Plan Decree, Case No. W-8256(76) was changed to below the headgate of the Croke Canal pursuant to the Clear Creek Water Quality Agreement dated May 23, 1988. b. Water which is available for exchange pursuant to the Storage Rights and Rocky Mountain Ditch Rights can be delivered from the Jefferson Storage System to Clear Creek at a point on the south bank of Clear Creek, being Augmentation Station No. 1 as decreed in Case No. W-8036 (75) and W-8256 (76) in the NW1/4 NW1/4 SW1/4 SW1/4 of Sec. 19, T3S, R69W of the 6th P.M. c. Water other than wastewater effluent which is available for

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exchange pursuant to the Storage Rights and Rocky Mountain Ditch Rights can be returned to Clear Creek from Jefferson Storage System upstream from the headgate of the Farmers High Line Canal at a point in the Southwest quarter of Sec. 27, T3S, R70W of the 6th P.M., at a point whence the southwest corner of said Sec. 27 bears South 30°15’ West approximately 1550 feet. d. Water which is available for storage in the Jefferson Storage System can be relinquished to the stream by foregoing diversions at the headgate of the Wannamaker Ditch or Rocky Mountain Ditch. By prior decrees, the Rocky Mountain Ditch can be used as more particularly referenced in subparagraph 3.E.iii. above, to divert water available under the Rocky Mountain Ditch Rights. In Case No. 88CW206, Coors obtained the right to divert to storage at the headgates of the Wannamaker Ditch and the Rocky Mountain Ditch certain water available pursuant to the Storage Rights. The Wannamaker Ditch’s senior priorities, as decreed and changed by prior decrees, are not involved in or subject to the relinquishment of headgate diversions for exchange decreed herein. The headgates of the Rocky Mountain Ditch and the Wannamaker Ditch are located as follows: I. The Rocky Mountain Ditch: Point of diversion located on the South side of the Croke Dam in the NE1/4 NE1/4 NW1/4 of Sec. 26, T3S, R70W of the 6th P.M. at a point on the South side of Clear Creek which bears South 18°12’25” West, a distance of 401.11 feet from the North 1/4 corner of said Sec. 26. II. The Wannamaker Ditch: Point of diversion located in the NE1/4 of Sec. 27 T3S, R70W of the 6th P.M., at a point on the North bank of Clear Creek whence the northeast corner of Sec. 27, T3S, R70W of the 6th P.M. bears North 38°17.5’East, 2099.64 feet. 4. Description of substitution and exchange. By the decree in 84CW671 and pursuant to mutual agreement, Coors and Idaho Springs may store water by exchange in the existing or enlarged Reservoir subject to the following conditions. A. Coors’s Developed and Transbasin Rights and Rocky Mountain Ditch Rights are used to replace out-of-priority depletions under Coors’s existing augmented plans decreed in Case Nos. W-8256, 89CW234 and 99CW236. To the extent that water from those rights is not used to replace such depletions, Co-Applicants may use such water for substitution and exchange. B. When water rights senior to January 5, 1984 to divert water from Clear Creek at or upstream from the Croke Canal head gate are unsatisfied, storage in the Reservoir must be curtailed or water must be substituted to the location, in the amount, and at such time as necessary to satisfy such senior right(s). Under such conditions, such substitute water may be provided from the Developed and Transbasin Rights, by direct release from the Reservoir, or by foregoing diversion and storage of water otherwise divertible at the headgate of the Rocky Mountain Ditch and the Wannamaker Ditch for storage in the Jefferson Storage System. C. When water rights senior to January 5, 1984 to divert water from Clear Creek downstream of the Croke Canal headgate are unsatisfied, storage in the Reservoir must be curtailed or water must be substituted to the location, in the amount, and at such time as necessary to satisfy such senior right(s). Such substitution water may be provided from the Developed and Transbasin Rights or by deliveries from the point described in subparagraphs 3.E.iv.a.-d., above. D. At times when Clear Creek water rights administration is not controlled by demands of Clear Creek rights and a South Platte River senior call is lawfully imposed against Clear Creek, Coors may substitute water to such calling South Platte right(s) as set forth in subparagraphs 4.B and 4.C above, which will be made available on the South Platte River at the confluence of Clear Creek and the South Platte River to the extent required to satisfy such lawful call. 5. Decreed uses of water stored by exchange. Water stored by exchange may be used for the following purposes and in the following manner subject to agreement between Co-Applicants, the terms of the underlying decree of each of the exchange rights stored, and, as relevant, § 37-82-106, C.R.S.: A. The Storage Rights (described in Paragraph 3.E.i) which are stored by exchange into the Reservoir may be used by Idaho Springs and/or Coors and their assignees for the uses and in accordance with the decrees in Cases No. W-152 and W-152-73. Water available under the Storage Rights may not be reused or successively used under this decree, provided that this provision shall not restrict the use of the Storage Rights under other decrees if such right exists pursuant to those other decrees. B. The Rocky Mountain Ditch Rights (described in Paragraph 3.E.iii.) which are stored by exchange into the Reservoir may be used by Idaho Springs and/or Coors and their assignees for the uses and in accordance with the decrees in W-7635-74, W-8036(75) and W-8256(76). C. Each of the Developed and Transbasin rights which are stored by exchange into the Reservoir may be used by Idaho Springs and/or Coors and their assignees for the uses and in accordance with the particular Developed and

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Transbasin decree involved (see Paragraphs 3.A. through 3.D., inclusive). D. Water remaining after such use by Idaho Springs which was exchanged to the Reservoir pursuant to the Developed and Transbasin Rights or the Rocky Mountain Ditch Rights and which is delivered to the Clear Creek system from the outfall of Idaho Springs’ wastewater treatment plant may be diverted from Clear Creek or otherwise be used by Coors, Coors’s assignees or Idaho Springs’ assignees as provided in subparagraphs 5.B. and 5.C. above. Water which was exchanged to the Reservoir pursuant to the Developed and Transbasin Rights or the Rocky Mountain Ditch Rights and which is so used may be reused and successively used to extinction, or Co-Applicants or their assignees may dispose of it to third parties for their use, reuse, and successive use to extinction. The conditional appropriative right of exchange and conditional right of reuse as described herein is subject to additional terms and conditions as set forth in the decree in Case No. 84CW671. 6. Work done during diligence period to complete project and apply water to beneficial use. A. Coors and Idaho Springs. During the subject Diligence Period (August 2007 to the present), Idaho Springs and Coors negotiated and executed an amended storage agreement between the parties. The agreement was developed to facilitate operation of the conditional water rights described herein. B. Idaho Springs. The conditional exchanges decreed in Case No. 84CW671 are important to the City of Idaho Springs’ integrated water supply system. Idaho Springs is developing its water system in accordance with a long-term program for the phased construction of additional storage and the use of water rights as needed to meet the expanding residential, commercial and industrial water demands of Idaho Springs. During the subject Diligence Period (August 2007 to the present), Idaho Springs has spent considerable time and money in the development of its integrated water system, and large expenditures of money will be required in the future to continue this development. Idaho Springs’ efforts to develop its integrated water system and the conditional exchanges that are the subject of this Application during the Diligence Period support a finding of reasonable diligence for the exchanges. These efforts include, but are not limited to, the following: i. Adjudication of reservoir enlargement diligence. Idaho Springs stored water in its reservoir when in priority, and filed a pending application in Case No. 12CW69 to make partially absolute its conditional reservoir enlargement storage right. ii. Improved water storage accounting. In order to facilitate and better administer storage in the City’s reservoir, Idaho Springs employed HRS Water Consultants, Inc. to assist the City in the development and implementation of improved water rights accounting spreadsheets. Such accounting will facilitate future operations of the reservoir, including storage pursuant to the subject conditional exchanges. iii. Infrastructure improvements. Idaho Springs evaluated and budgeted for a number of reservoir-related infrastructure improvements, including, without limitation, modifications and improvements to enable remote operation of the reservoir, and replacement of a slip line outfall pipe. Such improvements will facilitate operation of the subject conditional exchanges. iv. SPWRAP. Idaho Springs expended funds to participate in the SPWRAP program. Such participation will help facilitate future federal permitting that may be necessary in connection with improvements or enlargement of the City’s reservoir, and will facilitate future storage pursuant to the subject conditional exchanges. v. Dam safety. Idaho Springs updated its emergency plan for the dam at Idaho Springs Reservoir during the Diligence Period. vi. Protection of water rights. Idaho Springs participated as an opposer in various water court applications to ensure protection of the City’s water rights, including the subject conditional exchanges. vii. Integrated water system improvements. Idaho Springs expended several million dollars during the Diligence Period to make improvements to and perform maintenance on components of the City’s integrated municipal water diversion, treatment and delivery systems. Such efforts include, but are not limited to, sewer plant upgrades, water distribution & sewer collection line replacements, installation of a sediment basin at the City’s water treatment plant on Chicago Creek, vault freeze protection, remote water read meters, water plant conversion to low pressure for energy reduction & filter replacements, and authorization of a water treatment plant pilot study regarding disinfectant byproducts. viii. Bond payments. Total bond payments by Idaho Springs for water projects during the Diligence Period were in excess of $1.8 million, and total water fund budgets during the Diligence Period exceeded $2 million. C. Coors Unified System Activities: The appropriative rights of exchange in this Application are integral features in Coors’s unified water system developed by Coors for beverage and food production, malting, irrigation, domestic and other commercial and industrial uses.

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Other components of the unified water system include the Straight Creek Tunnel Drainage and Effluent System (Case Nos. W-1665 in Water Division No. 5 and W-7097 in Water Division No. 1); Jefferson Storage System (Case Nos. W-152 and 88CW206); Coors Golden Milling Right (Civil Action No. B-9675, Jefferson County District Court), Coors’s Underground Springs (Case Nos. W-7809-74, 90CW064 and 95CW081); Augmentation Plan Springs (Case No. 81CW110); the nontributary wells that are the subject of Case No. 85CW051, Coors Industries Ditch (Case Nos. W-224 and W-7585), the Coors Augmentation Plans I, II, and III, decreed in Case Nos. W-8036(75), W-8256(76), 88CW271, 89CW234, and 99CW236; the Cosmic Decree (Case No. 88CW271), and related exchanges decreed in Case Nos. 88CW268, 88CW272 and 96CW1117 (all cases are decrees entered in Water Division No. 1, except where otherwise noted); as well as a complete water treatment, cooling, and distribution system at the plant site in Golden. During the diligence period Molson Coors Brewing Company (Coors’s parent company) and SABMiller PLC entered into a joint venture known as MillerCoors LLC. In 2008 Coors entered into a long-term water lease (“2008 Water Lease”) to supply water for MillerCoors LLC’s brewing and commercial operations in Golden, CO. Coors has continuously operated its unified water system, including use of the structures and water rights associated with this Application, to support its obligations under the 2008 Water Lease and to support its own commercial operations and other contractual obligations. As described below, Coors, its affiliated entities, and MillerCoors (by agreement with Coors) have expended substantial effort in the development of Coors’s overall unified system of which the rights identified in this Application are integral components. During this diligence period, Coors has continued the development of the unified water supply system of which the exchanges that are the subject of this Application are an integral part. This Court has determined that continued development and maintenance of Coors’s unified water system constitutes diligence for the individual water rights associated with that system, as this Court found in paragraph 9 of the decree entered in Case No. 06CW83. Coors has also been engaged in the legal defense and protection of said water rights and has continued in the planning, design, and exploration of the physical and business problems associated with the construction and use of the diversion facilities and water rights involved. During this diligence period, Coors, its affiliates, and MillerCoors (by agreement with Coors) have undertaken the following activities and expended at least $2,800,000 for the development and maintenance of Coors’s unified water supply system: i. Expenditures in excess of $235,000 for contractual obligations under the Cosmic Agreement and related agreements; ii. Engineering costs in excess of $200,000 relating to Coors’s water rights and water supply system; iii. Expenditures in excess of $690,000 for ditch companies supporting Coors’s unified water system; iv. Expenditures of approximately $451,500 for pump installation and replacement, operation, maintenance, and repairs to Coors’s underground springs; and v. Expenditures in excess of $1,166,000 on other capital projects in support of Coors’s unified water system. vi. Expenditure of approximately $838,000 on MillerCoors’s reconstruction of an inflatable diversion dam in support of the Coors’s unified water system. vii. Expenditures in excess of $75,000 to participate in the South Platte Water Related Activities Program (SPWRAP). Such participation will facilitate future federal permitting that may be necessary in connection with improvements or enlargement of storage structures in Coors’s unified water system, and will facilitate future storage and releases pursuant to the subject conditional exchanges. Coors has also participated in a number of water cases adjudicating matters required for the production of water used in Coors’s unified water system, and has filed statements of opposition to a number of water court applications to prevent injury to Coors’s water rights, including those which are the subject of this Application. Coors’s legal expenses in pursuing these applications and filing these statements of opposition to continue and protect the unified system water rights exceeded $700,000 during the diligence period. 7. Names and addresses of owners of land on which structures are located. The Idaho Springs Storage Reservoir, including the area to be inundated by the enlargement, is on land wholly owned by Idaho Springs. (24 pages) 13CW3096 Thomas Dennis and Diedre Dennis, 6108 Lone Peak Drive, Evergreen, Colorado 80439, North Fork Associates, LLC and Mountain Mutual Reservoir Company, P. O. Box 27567, Denver, Colorado 80227. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903).

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APPLICATION FOR UNDERGROUND WATER RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR UNDERGROUND WATER RIGHT: 1. Name of Well and Permit, Registration or Denial Number: Dennis Well No. 1 (Permit No. 105321). 2. Legal Description of the Well: Dennis Well No. 1 is located in the SE1/4 NW1/4 of Section 19, Township 5 South, Range 70 West, 6th P.M., Jefferson County, at a point approximately 1,980 feet from the North Section line and 1,980 feet from the West Section line of said Section 19. 3.A. Source of Water: Ground water that is tributary to an unnamed tributary of North Turkey Creek, North Turkey Creek, Turkey Creek, Bear Creek and the South Platte River. 3.B. Depth of Well: 325 feet. 4.A. Date of Appropriation: December 29, 1978. 4.B. How Appropriation was Initiated: Submittal of a well permit application to the Colorado Division of Water Resources, followed by the issuance of a well permit by the State Engineer. 4.C. Date Water Applied to Beneficial Use: September 30, 1981. 5. Amount Claimed: 10 gallons per minute, Absolute. 6. Uses: Ordinary household purposes inside a single family dwelling and fire protection purposes. 7. Names and Address of Owners of Land on which the Well is Located: Thomas Dennis and Diedre Dennis, as described above. 8. Remarks: The Permit for the Dennis Well No. 1 was originally issued pursuant to C.R.S. §37-92-602. A copy of the Permit is attached as Exhibit “A.” Upon approval of the plan for augmentation being requested, a new well permit application for the Well will be submitted to the State Engineer, along with a request that Permit No. 105321 be cancelled. APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: Dennis Well No. 1. 2. Water Rights to be Used for Augmentation Purposes. a. Thomas Dennis and Diedre Dennis (“Dennis'”), have entered into a contract with North Fork Associates, LLC to purchase 6.0 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 6.0 shares represent the right to receive 0.189 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

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

The Bear Creek headgate of the Harriman Ditch is located on the South bank of Bear Creek in the NE1/4 NE1/4, Section 2, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Turkey Creek headgate of the Harriman Ditch is located on the South bank of Turkey Creek near the Southwest corner of Section 6, Township 5 South, Range 69 West, 6th P.M., Jefferson County. The Ditch was originally decreed for irrigation, livestock watering, domestic and municipal purposes. ii. Warrior Ditch. 2.0 shares of the 160 shares of capital stock (1.25%), issued and outstanding in the Warrior Ditch Company. Said Company owns direct flow water rights decreed to the Warrior Ditch. Pursuant to the Decree entered in Civil Action No. 6832 on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

Dec. 1, 1861 4 Bear Creek 12.33 cfs 0.1541 cfs April 16, 1862 8 Turkey Creek 2.86 cfs 0.0358 cfs

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Oct. 31, 1864 14 Bear Creek 25.47 cfs 0.3184 cfs April 1, 1865 16 Bear Creek 11.49 cfs 0.1436 cfs

The headgates of the Warrior Ditch are the same as those of the Harriman Ditch, described above. The Ditch was originally decreed for irrigation purposes. iii. Soda Lakes Reservoir Nos. 1 and 2. 8.71 shares of the 400 shares of capital stock (2.18%), issued and outstanding in the Soda Lakes Reservoir and Mineral Water Company. Said Company owns storage water rights decreed to the Soda Lakes Reservoir Nos. 1 and 2. Pursuant to the Decree entered in Civil Action No. 91471 on September 24, 1935, the Soda Lake Reservoir Nos. 1 and 2 were adjudicated for 1,794 acre feet for irrigation purposes, and 598 acre feet for storage for supplying the City of Denver with water for municipal purposes, including the watering of lawns and gardens. The date of appropriation awarded the structures was February 11, 1893. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Reservoirs are filled through the Harriman Ditch. iv. Meadowview Reservoir. The structure is located in the NE1/4 SW1/4 and the NW1/4 SE1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County. Meadowview Reservoir was awarded an absolute water right in Case No. 2009CW92 (2001CW294), in an amount of 20 acre feet, and a conditional water right in Case No. 94CW290, in an amount of 30 acre feet, for augmentation, replacement, exchange and substitution purposes. The source is water tributary to North Turkey Creek. Harriman Ditch and Warrior Ditch direct flow water and water available to MMRC in the Soda Lakes Reservoirs are also stored in Meadowview Reservoir by exchange pursuant to the appropriative rights of substitution and exchange decreed in Case Nos. 94CW290, 2000CW060 and 2001CW293. c. The overall "firm" yield of consumptive use water available from the MMRC portfolio of Bear Creek/Turkey Creek water rights and storage facilities was quantified in the Decree entered by the District Court for Water Division 1 in Case No. 2001CW293, dated July 16, 2003. The terms and conditions under which the Bear Creek/Turkey Creek water rights are used for augmentation and replacement purposes are set forth in the Decree in Case No. 2001CW293, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2001CW293 for more detailed information. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The Dennis' are the owners of a 24 acre parcel of property located in the NW1/4 of Section 19, Township 5 South, Range 70 West, 6th P.M., Jefferson County. One single family residence currently exists on the property. There also is a barn on the property that has a bathroom. Wastewater from all in-building uses of water is treated utilizing a non-evaporative septic system with a soil absorption leach field. Return flows are to an unnamed tributary of North Turkey Creek. The property is depicted on the attached Exhibit "B." b. Use of water from the Dennis Well No. 1 is currently limited to in-house purposes within a single-family residence. The Dennis' desire to expand the use of water from the well to include the bathroom in the barn, irrigation and the watering of horses. c. Based on prior engineering studies, it is assumed that the maximum average occupancy of the single family residence will be 3.5 persons, and that the per capita daily water usage will not exceed 80 gallons as an annual average. Water usage for the bathroom in the barn has been determined to be no more than 20 gallons per day as an annual average. The augmentation plan will also cover the irrigation of 900 square feet of lawn grass, or equivalent gardens, and the watering of 12 horses or equivalent domestic animals. Gross irrigation requirements for lawn grass are no more than 1.25 acre-feet of water per irrigated acre. Gross irrigation requirements for gardens are no more than 0.5 of an acre foot per irrigated acre. Water requirements for horses, or similar domestic animals, are assumed to be 10 gallons per animal per day. The total volume of water required is projected to be approximately 0.6 of an acre foot per year. d. Depletions associated with water that is used inside the existing residence and in the bathroom in the barn will be based on a ten percent (10%) consumption factor. All of the water supplied to horses is assumed to be consumed. Consumption of lawn grass at this location is 1.0 acre-foot per acre. Consumption of gardens is 0.4 of an acre foot per acre. Maximum stream depletions are not anticipated to exceed 0.189 of an acre foot per year, or a maximum of 0.13 of a gallon per minute. e. The required volume of augmentation water will be provided from the sources

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described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. f. During those times when the exchange decreed in Case No. 2001CW293 can be operated, depletions to North Turkey Creek and Turkey Creek from the Dennis Well No. 1 will be augmented by either continuously leaving a portion of MMRC's Warrior Ditch and/or Harriman Ditch direct flow water rights in the stream or periodically releasing water stored in Soda Lakes Reservoirs. During times when such an exchange cannot be operated, depletions will primarily be augmented by periodically releasing water from Meadowview Reservoir. g. The point of depletion to North Turkey Creek and Turkey Creek that is associated with the operation of the Dennis Well No. 1 is within the exchange reach described in the Decree entered in Case No. 2001CW293. Therefore, no separate exchange priority is required for the operation of this augmentation plan regarding such depletions. However, since depletions will also occur to a side tributary of North Turkey Creek, the Dennis' assert an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of an unnamed tributary of North Turkey Creek and North Turkey Creek in the SW1/4 NE1/4 of Section 30, Township 5 South, Range 70 West, 6th P.M., Jefferson County; and thence up the unnamed tributary to the point where depletions from the subject well impact the stream in the SW1/4 NW1/4 of Section 19, Township 5 South, Range 70 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in the unnamed tributary of North Turkey Creek, North Turkey Creek, Turkey Creek, Bear Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of August 30, 2013, at a maximum flow rate of 0.001 of a cubic foot per second. 4. Names and Address of Owners of Land on which New Structures will be Located: N/A. WHEREFORE, the Dennis' request the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. The Dennis' also request a determination that the Dennis Well No. 1 can be operated without curtailment so long as out-of-priority stream depletions are replaced as proposed herein. The Dennis' further request the entry of an Order directing the State Engineer to issue a new permit for the Well. (7 pages and two exhibits). AMENDMENTS 01CW253 (consolidated with 07CW307), Holton Family, LLC, a Colorado limited liability company, Attn: Thomas M. Holton, Manager, 12032 Hwy. 52, Fort Lupton, CO 80621 (c/o Timothy J. Flanagan, 1640 Grant Street, Denver, Colorado 80203) and Ready Mixed Concrete Company, Attn: Ron Henley, President, 4395 Washington St., Denver, CO 80216 (c/o Jeffrey W. Schwarz, Esq., Carver Schwarz McNab Kamper & Forbes, LLC, 1600 Stout Street, Suite 1700, Denver, CO 80202). 2. AMENDED APPLICATION FOR CONDITIONAL WATER STORAGE RIGHTS IN WELD COUNTY. The original Application in Case No. 01CW253 was filed by Thomas M. Holton and Alice R. Holton, claiming 12,000 acre-feet of gravel pit storage on December 13, 2001. Case No. 07CW307 was filed by Holton Family, LLC (successor in interest to Thomas M. Holton and Alice R. Holton) and Ready Mixed Concrete Company on December 24, 2007 seeking to adjudicate approximately 8,000 acre-feet of storage on the same property owned by the Holtons plus an adjoining property owned by Morton Lakes, LLC, which is controlled by Ready Mixed Concrete Company. The original Application in Case No. 01CW253 also sought to change certain water rights including the Brighton Ditch Company, Holton Seep Ditch, Holton Pump Stations and six decreed irrigation wells to new uses. The Applicants dismissed the change portions of that case and moved to consolidate the conditional gravel pit storage claims and reduced the claim from 12,000 to 8,000 acre-feet, which was granted by an Order entered in both cases on March 24, 2009. Further, Holton has agreed to limit its irrigation storage to Holton Lake No. 1 with a planned capacity of 2,000 acre-feet on the east side of the South Platte River. Commercial storage is sought for Holton Lakes Nos. 2-5 of 5,835 acre-feet, all of which are located on the west side of the South Platte River. 3. NAME OF RESERVOIR: Holton Lakes

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Complex. The Holton Lakes Complex will consist of at least five separate storage cells surrounded by an impermeable earth-filled structure keyed into the bedrock of a reclaimed sand and gravel pit. 4. LOCATION: A. Legal Description: The Holton Lakes Complex consists of approximately 476 acres, more or less and will be located on both sides of the South Platte River South of Colorado Highway 52 and generally located within portions of the following lands: 1. W1/2 of the NW1/4 of Section 7, T1N, R66W, 6th P.M., Weld County, Colorado; and 2. NW1/4 of the SW1/4 of Section 6, T1N, R66W, 6th P.M., Weld County, Colorado; and 3. Part of the E1/2 of the NW1/4 and the W1/2 of the W1/2 of the NE1/4 of Section 7, T1N, R66W and the S1/2 of the SE1/4 of the SW1/4 of Section 6, T1N, R66W, 6th P.M., Weld County, Colorado; and E1/2 of the SE1/4 of Section 1, T1N, R67W, 6th P.M., and 4. NE1/4 of Section 12, T1N, R67W, 6th P.M., all in Weld County, Colorado, but more particularly described as on the attached Exhibit A Legal Description. B. Points of Diversion to fill Holton Lakes. 1. Holton Lake Pipeline No. 1: Headgate #1 will be located on the West bank of the South Platte River at a point in the SW1/4 of the SW1/4 of Section 6, T1N, 66W, approximately 250 feet north of the south section line of the SW1/4 of Section 6 and 600 feet east of the west section line of the SW1/4 of Section 6. Headgate #1 could only serve Holton Lake No. 2. 2. Holton Lake Pipeline No. 2: Headgate #2 will be located on the East bank of the South Platte River at a point in the NW1/4 of the NW1/4 of Section 7, T1N, R66W, approximately 520 feet south of the north section line of the NW1/4 of Section 7 and 1100 feet east of the west section line of the NW1/4 of Section 7. Headgate #2 could only serve Holton Lake No. 1. 3. Holton Lake Pipeline No. 3: Headgate #3 will be located on the West bank of the South Platte River at a point in the NW1/4 of the NW1/4 of Section 7, T1N, R66W approximately 1060 feet south of the north section line of the NW1/4 of Section 7 and 860 feet east of the west line of the NW1/4 of Section 7. Headgate #3 could only serve Holton Lake No. 3. 4. Holton Lake Pipeline No. 4: Headgate #4 will be located on the North bank of Big Dry Creek at a point in the NE1/4 of the NE1/4 of Section 12, T1N, R67W of the 6th P.M., Weld County. The point of diversion is approximately 1450 feet north of the south section line of the NE1/4 of Section 12 and 900 feet west of the east section line of the NE1/4 of Section 12. Headgate #4 could only serve Holton Lake No. 4. 5. Fulton Ditch: 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 location is in the NE1/4 of NE1/4 of SE1/4 of Section 17, Township 2 South, Range 67 West of the 6th P.M. in Adams County at a point approximately 2,815 feet south and 145 feet west of the NE corner of said Section 17. The Fulton Ditch could only serve Holton Lake No. 1 via a lateral. 6. Lupton Bottom Ditch: The decree headgate location is near or on the NW1/4 of Section 16, Township 1 North, Range 66 West of the 6th P.M. The actual location of the headgate is in the NW1/4 of SW1/4 of Section 19, Township 1 North, Range 66 West of the 6th P.M. in Weld County. The Lupton Bottom Ditch could serve Holton Lakes Nos. 3, 4 and 5 via a lateral. 7. Brighton Ditch: The headgate is located in the NW1/4 of SE1/4 of SE1/4 of Section 11, Township 1 South, Range 67 West of the 6th P.M. in Adams County. The Brighton Ditch could service Holton Lakes Nos. 2, 3, 4 and 5 via a lateral. 5. SOURCES FOR RESERVOIRS: The main stem of the South Platte River, Big Dry Creek and via Holton Lake Pipeline describe above or, the Fulton Ditch, the Brighton Ditch and the Lupton Bottom Ditch. 6. PRIORITY: A. Date of Appropriation: 1. Holton Lake No 1: December 13, 2001; Holton Lakes Pipeline No. 2; December 13, 2001. 2. Holton Pipelines Nos. 1, 3, and 4; December 24, 2007. 3. Holton Lakes Nos. 2, 3, 4 and 5: December 24, 2007. B. How Appropriation was Initiated: By Ready Mixed, in conjunction with the filing of a Division of Minerals and Geology Section 112 Mine Permit Application (M-2007-008), dated February 28, 2007; and a Weld County special use permit (Permit No. USR-1608), dated March 5, 2007, Case No. 07CW307 was filed on December 24, 2007 and Applicant has agreed to accept that date as the priority date for Holton Lakes 2-5 and the Holton Pipelines Nos. 1, 3 and 4. The Holtons had previously filed a storage claim by publication in Division 1 resume on December 31, 2001 for Holton Lake No. 1 (which will be filled by Holton Pipeline No. 2). C. Date Water Applied to Beneficial Use: Not applicable. 7. AMOUNTS CLAIMED: A. Holton Lake No. 1: 2,000 acre-feet of water storage per year on a CONDITIONAL basis. B. Holton Lake No. 2: 2,590 acre-feet of water storage per year on a CONDITIONAL basis. C. Holton Lake No. 3: 1,970 acre-feet of water storage per year on a CONDITIONAL basis. D. Holton Lake No. 4: 900 acre-feet of water storage

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per year on a CONDITIONAL basis. E. Holton Lake No. 5: 375 acre-feet of water storage per year on a CONDITIONAL basis. F. Holton Lake Pipeline No. 1: From the South Platte River at a rate of 50 cfs CONDITIONAL for water storage to fill Holton Lake No. 2. G. Holton Lake Pipeline No. 2: From the South Platte River at a rate of 50 cfs CONDITIONAL for water storage to fill Holton Lake No. 1. H. Holton Lake Pipeline No. 3: From South Platte River at a rate of 50 cfs CONDITIONAL for water storage to fill Holton Lake No. 3. I. Holton Lake Pipeline No. 4: From Big Dry Creek at a rate of 50 cfs CONDITIONAL for water storage to fill Holton Lake No. 4. 8. PROPOSED USE: The water diverted under the water rights sought herein will be used for irrigation and drought protection from the Holton Lake No. 1 on the properties noted on Figure 1 “Irrigation Map” and commercial and drought protection, and all industrial uses including but not limited to mining, processing and manufacturing, and replacement and augmentation of reservoir evaporation, augmentation including exchanges with other water users in Holton Lakes 2-5. 9. SIZE OF RESERVOIR: A. Holton Lake No. 1: Surface Area: 73.7 acres Maximum Depth: 30 feet Active Capacity: 2,000 acre feet (CONDITIONAL) Dead Storage: 0 acre-feet B. Holton Lake No. 2: Surface Area: 86 acres Maximum Depth: 30 feet Active Capacity: 2,590 acre-feet (CONDITIONAL) Dead Storage: 0 acre-feet C. Holton Lake No. 3: Surface Area: 65.5 acres Maximum Depth: 30 feet Active Capacity: 1,970 acre-feet (CONDITIONAL) Dead Storage: 0 acre-feet D. Holton Lake No. 4: Surface Area: 30 acres Maximum Depth: 30 feet Active Capacity: 900 acre-feet (CONDITIONAL) Dead Storage: 0 acre-feet E. Holton Lake No. 5: Surface Area: 15 acres Maximum Depth: 30 feet Active Capacity: 375 acre-feet (CONDITIONAL) Dead Storage: 0 acre-feet 10. NAME AND ADDRESS OF OWNER OF LAND ON WHICH STRUCTURES FOR THE WATER RIGHTS ARE LOCATED: A. Applicant Holton owns the property on which the Holton Lake No. 1 is located. Applicants Holton and RMCC own the property on which Holton Lakes Nos. 2 and 3 are located. Applicant RMCC owns the property on which Holton Lakes Nos. 4 and 5 are located. Applicants own the property on which the headgates of the Holton Lake Pipelines Nos. 1-4 will be located. B. The Fulton Irrigation and Ditch Company, c/o Brice Steele, 25 S. 4th Street, Brighton, CO 80601, owns the Fulton Ditch east of the subject property and can serve Holton Lake No. 1. C. The Brighton Ditch Company, c/o Robert Y. Sakata, President, 901 South Fourth Avenue, Brighton, CO 80901, owns the Brighton Ditch Company west of the subject property and can serve Holton Lakes Nos. 2-5. D. The Lupton Bottom Ditch Company, c/o Howard “Corky” Cantrell, 11016 County Road 23, Fort Lupton, CO 80621 owns the Lupton Bottom Ditch west of the subject property and can serve Holton Lakes Nos. 2-5. 11. REMARKS: A. A location map of the Holton Lakes Complex, including the location of the Holton Lake Pipeline Nos. 1-4 headgates, is attached as Exhibit A. B. Portions of the property on which the Holton Lakes Complex will be mined in accordance with a Section 112 Mining Permit granted by the Colorado Division of Minerals and Geology (Permit No. M-2007-008) and a Weld County Special Use Permit (Permit No. USR-1608). Permits for the mining of the remainder of the property will be filed in the near future. C. Applicants acknowledge and agree that use of the Fulton Ditch, the Brighton Ditch or the Lupton Bottom Ditch will require a carriage agreement with the respective ditch company. D. As part of the reclamation requirements of the aforementioned mining permits, the Holton Lakes Complex is being constructed within one or more water storage cells surrounded by impermeable earth-filled structures keyed into the bedrock of the reclaimed sand and gravel pits. These cells are designed to meet the State Engineers Guidelines for Lining Gravel Pits (August, 1999). E. Applicant Holton owns 22 shares of stock in the Fulton Irrigating Ditch Company and has a right to its pro-rata share of water from these ditch rights above and beyond any rights claimed in this Application. Holton also owns 0.125 share of the Brighton Ditch Company and has a right to its pro-rata share of water from these ditch rights above and beyond any rights claimed in this Application (but subject to RMCC’s right to use the same for mining of the Holton property). 08CW310, Mark Vissering, 1825 S. Havana Street, Aurora, Colorado 80012, 303-369-5257 (Bennett W. Raley and Kristin L. Bailey, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203). AMENDED APPLICATION FOR WATER STORAGE RIGHTS, CHANGE OF WATER RIGHTS, AND PLAN FOR AUGMENTATION, IN MORGAN COUNTY.

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1. Name, address, and telephone number of the Applicant. Mark Vissering, 1825 S. Havana St., Aurora, CO 80012, 303-369-5257. 2. Description of Amendment. Applicant filed the original Application in this matter on December 31, 2008. The original application in this case sought water storage and recharge rights for the Vissering Storage and Recharge Facility No. 1 and the Vissering Storage and Recharge Facility No. 2. The original Application also sought a change of water right for the Tomky Well (the “Well”). This Amended Application includes two additional claims. First, Applicant seeks to change the use of two Weldon Valley Ditch Company Shares with Certificate No. 1228 (“Weldon Valley Shares”). See paragraph 5(b). Second, Applicant seeks approval of a plan for augmentation, which will be used to replace out of priority depletions to the South Platte River. See paragraph 6. These additional claims were contemplated in paragraph 11 of the original application. The Weldon Valley Ditch Company has approved the change of water rights sought in this Amended Application for the Weldon Valley Shares. Finally, in the Amended Application the original claim for recharge has been dropped. The Amended Application seeks a conditional water storage right for Vissering Pond No. 1 and Vissering Pond No. 2 (collectively referred to as the “Ponds”). 3. Introduction. This project involves the construction of the Ponds, which are intended to support a variety of wildlife, including waterfowl. The Ponds will be periodically filled and allowed to drain to support a wetland plant community and to give waterfowl resting habitat during both the fall and spring migrations. These projects have been supported, both financially and in their design, by Ducks Unlimited, the United States Fish and Wildlife Service and the United States Department of Agriculture Natural Resources Conservation Service. Water will be delivered to the Ponds via a pump system installed in the Well, which operates in accordance with its decree as a sump on an unnamed live stream tributary to the South Platte River. Depletions to the stream and depletions from consumptive use by vegetation and evaporation will be made up by the Weldon Valley Shares as well as by Weldon Valley Ditch Company recharge credits (“Weldon Valley Recharge Credits”) and by Fort Morgan Reservoir and Irrigation Co. recharge credits (“Fort Morgan Recharge Credits”). 4. Conditional Water Storage Rights. Applicant seeks approval of the following conditional water storage rights: a. Vissering Pond No. 1: i. Legal Description: NW1/4 SE1/4 and the W1/2 NE1/4 SE1/4 of Section 12, Township 4 North, Range 59 West of the 6th Principal Meridian, Morgan County, Colorado. ii. Surface Area: Approximately 16 acres. iii. Dam Height: Approximately 5 ft. iv. Capacity: Approximately 30 acre-feet. v. Source: Weldon Valley Shares, the Well, and any other source the right to use of which is obtained by Applicant pursuant to future agreement. vi. Amount Claimed: 30 acre-feet, conditional, with the right to fill and refill. vii. Rate of Diversion: Applicant’s pro-rata share of water available from the 165 cfs diverted by the Weldon Valley Ditch, and 2.78 cfs from the Well. b. Vissering Pond No. 2: i. Legal Description: N1/2 SE1/4 of Section 12, Township 4 North, Range 59 West of the 6th Principal Meridian, Morgan County, Colorado. ii. Surface Area: Approximately 6.5 acres. iii. Dam Height: Approximately 2 feet. iv. Capacity: Approximately 13 acre-feet. v. Source: Weldon Valley Shares, the Well, and any other source the right to use of which is obtained by Applicant pursuant to future agreement. vi. Amount Claimed: 13 acre-feet, conditional, with the right to fill and refill. vii. Rate of Diversion: Applicant’s pro-rata share of water available from the 165 cfs diverted by the Weldon Valley Ditch, and 2.78 cfs from the Well. c. Date and manner of initiation of appropriation: December 30, 2008 by the formulation of the intent to appropriate by Applicant, as evidenced by the posting of notice at the Ponds and the filing of this Application. d. Proposed use of stored water: Industrial, commercial, municipal, domestic, irrigation, augmentation, replacement, substitution and exchange, storage, reservoir evaporation, recreational, wildlife, aesthetic, stock watering and augmentation, with the right to totally consume any historic consumptive use portion of the stored water, either by first use, reuse or successive use, or disposition. e. Name and address of owner of the land upon which new storage facility is located: The Ponds are located on lands owned by Applicant in the N1/2 of the SE1/4 of Section 12, Township 4 North, Range 59 West of the 6th Principal Meridian, Morgan County, Colorado. f. Remarks: A map showing the approximate location of the Ponds is attached as Exhibit A to the Amended Application and incorporated herein. 5. Change of Water Rights. Applicant seeks approval of a change of water rights for the following water rights: a. Tomky Well: i. Permit No.: 4478-F. ii. Previous Decree: The Well was

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decreed as the “Tomky Well” in Case Number W-1941. See decree in Case No. W-1941, attached as Exhibit B to the Amended Application and incorporated herein. 1. Date Entered: The decree for the Well was entered on April 28, 1975. 2. Court: Water Court, Water Division No. 1, State of Colorado. iii. Decreed Point of Diversion: NE1/4 SE1/4 of Section 12, Township 4 North, Range 59 West of the 6th Principal Meridian, Morgan County, Colorado at a point 3,300 feet south and 990 feet west of the northeast corner of Section 12. iv. Source: Groundwater tributary to the South Platte River. v. Appropriation Date: May 30, 1964. vi. Amount: 2.78 cfs for irrigation. vii. Historic Use: The Well was historically used to irrigate 190 acres in the NE1/4 and NW1/4 SE1/4 of Section 12, Township 4 North, Range 59 West of the 6th Principal Meridian, Morgan County, Colorado. The crops historically grown and irrigated with the Well were corn, sugar beets, pumpkins, wheat and alfalfa. viii. Proposed Change in Use: Applicant seeks to change the use of the Well to include industrial, commercial, municipal, domestic, augmentation, replacement, substitution and exchange, storage, reservoir evaporation, recreational, wildlife, aesthetic and stock watering as well as the decreed irrigation use, with the right to totally consume the historic consumptive use portion of the water, either by first use, reuse or successive use, or disposition. ix. Name and address of owner of the land: The Well is located on lands owned by Applicant. b. Weldon Valley Shares: i. Shares: Applicant’s two Weldon Valley Shares are represented by Certificate No. 1228. ii. Previous Decree: The Weldon Valley Ditch was decreed on November 21, 1895. iii. Case No.: Case No. 433. iv. Court: Weld County District Court, Weld County, State of Colorado. v. Decreed Point of Diversion: The original decreed headgate location is on the north bank of the South Platte River in the Southeast Quarter (SE1/4) of Section 13, Township 4 North, Range 61 West of the 6th P.M., Weld County, Colorado. vi. Source: South Platte River. vii. Amount: 165 cfs for irrigation. viii. Appropriation Date: October 26, 1881. ix. Historic Use: Irrigation. x. Proposed Change: Applicant seeks to change the beneficial use of the shares to include industrial, commercial, municipal, domestic, augmentation, replacement, substitution and exchange, storage, reservoir evaporation, recreational, wildlife, aesthetic and stock watering as well as the decreed irrigation use to serve the lands described in paragraph 4(e) currently owned by the Applicant and totaling approximately 80 acres, with the right to totally consume the historic consumptive use portion of the water, either by first use, reuse or successive use, or disposition. xi. Applicant is not seeking to change the point of diversion for the Weldon Valley Shares as decreed in Case No. 433. c. Historic Use of Water Rights to be Changed: 1. The Well and the Weldon Valley Shares were historically used in combination to irrigate 240 acres located in the NE1/4 and N1/2 SE1/4 of Section 12, Township 4 North, Range 59 West of the 6th Principal Meridian, Morgan County, Colorado. Crops irrigated included corn, sugar beets, pumpkins, wheat and alfalfa. The present-day farming operation includes the production of corn and alfalfa. 2. As was done in prior cases involving changes of Weldon Valley Ditch Company shares, the Applicant’s engineering analysis will utilize a demand-based method. Under this method, historical consumptive use is the lesser of: (1) the shareholder’s pro-rata deliveries from the Weldon Valley Ditch and (2) the shareholder’s actual crop water demand plus soil moisture deficit, taking into account irrigation efficiency. For the sake of consistency, Applicant’s engineering analysis will utilize a similar method for the Well. 6. Plan for Augmentation. Applicant seeks a ruling that this plan for augmentation to replace out-of-priority depletions to the South Platte River due to the operation of the Ponds will not cause injury to any owner of or persons entitled to use water under a vested water right or a decreed conditional water right. The plan for augmentation is detailed below: a. Structures to be augmented: i. Vissering Pond No. 1. 1. See description in paragraph 4(a) above. ii. Vissering Pond No. 2: 1. See description in paragraph 4(b) above. b. Sources of Augmentation Water: i. Changed Weldon Valley Shares: See description in paragraph 5(b) above. ii. Weldon Valley Recharge Credits: 1. Prior Decrees: The Weldon Valley Ditch Company operates a recharge plan decreed in Case No. 02CW377 on November 5, 2009 (“Weldon Valley Plan”). Under the decreed Weldon Valley Plan, recharge credits (“Weldon Valley Recharge Credits”) are available for use for augmentation, irrigation, replacement and exchange. 2. Remarks: Applicant entered an Exchange Agreement with Christensen Brothers, Inc. (“Christensen”) on May 17, 2012 (“Christensen Exchange Agreement”), wherein Christensen agreed to deliver up to 75 acre feet of Weldon Valley Recharge Credits in exchange for Applicant’s delivery of up to two (2) of the

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Weldon Valley Shares described above. See Christensen Exchange Agreement, attached as Exhibit C to the Amended Application. Applicant is also entitled to a pro-rata share of the Weldon Valley Recharge Credits due to Applicant’s ownership of the Weldon Valley Shares. Finally, Applicant may acquire the right to use of other Weldon Valley Recharge Credits pursuant to future agreements. 3. Legal Description: a. The decreed headgate location for the Weldon Valley Ditch and the point of diversion of the Weldon Valley Ditch Company Recharge water right is on the South Platte River at a point in the NW1/4 SE1/4 of Section 13, Township 4 North, Range 61 West of the 6th P.M., Weld County, Colorado. b. The decreed location for the Christensen Recharge Site pursuant to Case No. 02CW377 is in the SW1/4, SW1/4, S. 27, T. 5N, R. 59W, 6th P.M., and the NW1/4, NW1/4, S. 34, T. 5N, R. 59W, 6th P.M., Weld County, Colorado. 4. Pursuant to the Christenson Exchange Agreement, Christensen will deliver Recharge Credits within the reach between the upstream point of the Weldon Valley Ditch headgate and a downstream point of the confluence of the South Platte River and the Weldon Valley Ditch in the NW1/4 of S. 18, T. 4N, R. 58W, 6th P.M., Morgan County, Colorado. 5. Source: South Platte River. 6. Amount: 165 cfs, conditional, to continuously fill and refill the recharge sites whenever water is legally and physically available for diversion, up to a total volume of diversions of 25,000 acre feet in any consecutive five-year period and not to exceed 6,000 acre feet in any single year, as measured at the headgate of the Weldon Valley Ditch on the South Platte River. 7. Appropriation Date: December 13, 2002. 8. Decreed Uses: Recharge credits, to be used for augmentation, irrigation, replacement and exchange. Recharge credits are to be used primarily by Weldon Valley Ditch Company shareholders for use under augmentation plans and substitute water supply plans. Applicant seeks the right to use the Weldon Valley Recharge Credits for all decreed beneficial uses to serve the lands described in paragraph 4(e) currently owned by the Applicant and totaling approximately 80 acres. iii. Fort Morgan Recharge Credits: 1. Name of Structure: Fort Morgan Canal. 2. Legal Description: a. Fort Morgan Canal headgate: a point on the south bank of the South Platte River at a point 23 chains North and 5 chains West of the SE corner of Section 31, T. 5N, R. 59W, 6th P.M., Morgan County, Colorado. b. Jackson Lake Reservoir & Irrigation Company headgate: a point on the north bank of the South Platte River 900 feet south and 20 feet West of the center of the SE1/4 of S. 18, T. 4N, R. 61 W., 6th P.M., Weld County, Colorado. 3. Prior Decree: Case No. W-2692, District Court, Water Division No. 1, State of Colorado (decree entered April 22, 1985); Case No. 89CW018 (diligence decree entered December 3, 1990); Case No. 96CW116 (diligence decree entered May 5, 1999); Case No. 05CW150 (diligence decree entered July 24, 2007). 4. Appropriation Date: May 19, 1972. 5. Amount Decreed: a. 258 c.f.s. absolute. b. 65 c.f.s. conditional. 6. Source: South Platte River. 7. Decreed Uses: Recharge and augmentation. 8. Remarks: Pursuant to the decree in Case No. W-2692, Fort Morgan Reservoir and Irrigation Company (“Fort Morgan”) may make use of or dispose of any recharge credit in excess of the depletions attributable to its augmentation plan, and may lease, rent, or sell such credits. c. Complete Statement of Plan for Augmentation: Applicant seeks to deliver water to the Ponds from the Weldon Valley Shares and from the Well. Diversions from the Well are assumed to immediately impact the South Platte River. Other depletions will be due to evaporative losses from the free water surface and consumptive use by vegetation in the Ponds. Applicant will provide replacement water necessary to prevent injury to other vested water rights. 10CW251 - Buffalo Hills Property Inc., P.O. Box 668, Sterling, CO 80751 c/o Brammer Law Office, P.C., P.O. Box 1827 Sterling, CO 80751 (970)521-0700. First Amended Application for approval of Plan for Augmentation and Change of Water Right in LOGAN, MORGAN and WASHINGTON COUNTIES. 1.Name of the Applicant: Buffalo Hills Property Inc., P.O. Box 668, Sterling, CO 80751; 970 522 2259 2. The three wells and requested change in water rights as set forth in the original application remain unchanged and are not changed by this First Amendment and are set forth as follows: A. Names of structures to be changed and augmented: i. Well No. 1-44040; Case number: W-4894 Water Division No. 1; Appropriation date: March 31, 1971; Amount 0.11 cubic feet per second; Source: Groundwater tributary to the South Platte River; Decreed uses: Domestic; Proposed Change: To be changed to domestic, commercial, recreational, fire protection and irrigation No other water rights are

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diverted from this structure. The Well is located in the NW1/4 NW1/4 of Section 35, Township 8 North, Range 52 West of the 6th P.M., Logan County Colorado, at a point 1207 feet South and 528 feet East of the NW Corner of said Section 35. ii. Well No. 2-45929; Case number: W-4894 Water Division No. 1. Appropriation date: August 3, 1971 Amount : 0.0334 cubic feet per second; Source of water Groundwater tributary to the South Platte River; Decreed uses: Domestic; Proposed Change: To be changed to domestic, commercial, recreational, fire protection and irrigation: No other water rights are diverted from this structure. The Well is located in the SW1/4 of NW1/4 of Section 35, Township 8 North, Range 52 West of the 6th P.M., Logan County, Colorado, at a point 1336 feet South and 155 Feet East of the NW Corner of said Section 35 . iii. Well No. 3-51303; Case number: W-4894 Water Division No. 1; Appropriation date: February 17, 1972; Amount: 0.0334 cubic feet per second Source of water: Groundwater tributary to the South Platte River;Decreed uses: Domestic Proposed Change: To be changed to domestic, commercial, recreational, fire protection and irrigation. No other water rights are diverted from this structure. The Well is located in the SW1/4 of NW1/4 of Section 35, Township 8 North, Range 52 West of the 6th P.M., Logan County Colorado, at a point 1392 feet South and 10 feet East of the NW corner of said Section 35. 3. Water right(s) to be used for augmentation, as set forth in the original application, UNCHANGED: 4. Water rights to be used for augmentation as set forth in this first amendment: A. CHANGE IN WATER RIGHT: Prewitt Reservoir: i. Prior decrees: Originally decreed: January 15, 1914, for 32,300 a.f. in Case No. 2142, with an appropriation date of May 25, 1910; Originally decreed: October 18, 1965, for 34,960 a.f. in Case No. 16704, with an appropriation date of December 31, 1929. ii. Decreed point of diversion: Prewitt Reservoir is located in parts of Sections 1, 2, 10, 11, 12, 13, 14 and 15, Township 5 North, Range 54 West of the 6th P.M., and in parts of Sections 5, 6 and 7, Township 5 North, Range 53 West of the 6th P.M., all in Washington County, Colorado, and in the SE1/4 of the SE1/4 of Section 36, Township 6 North, Range 54 West, and in the SW1/4 and the SW1/4 of the SE1/4 of Section 31, Township 6 North, Range 53 West, 6th P.M., all in Logan County, Colorado. The headgate of the Prewitt Inlet Canal is located on the east bank of the South Platte River in the SW1/4 of Section 24, Township 5 North, Range 55 West, 6th P.M, in Morgan County, Colorado. iii. Source: South Platte River iv. Historic use: Applicant owns one share of the Morgan Prewitt Reservoir Company. Water associated with the Prewitt Reservoir is allocated to the owners. The Owners have historically used the allocated share of the Prewitt Reservoir water rights for irrigation or leased the water to other water users for irrigation. The water stored in Prewitt Reservoir is allocated among three entities: Morgan Prewitt Reservoir Company, which owns six thirty-firsts (6/31) of; Iliff Irrigation District which owns eight thirty-firsts (8/31) and Logan Irrigation District which owns seventeen thirty-firsts (17/31). v. Proposed change: Applicant seeks approval for change of use of the Prewitt Reservoir water rights represented by One Share in the Morgan Prewitt, to add augmentation, replacement and recharge uses to the existing irrigation use. Water available to the Prewitt Reservoir water rights represented by the subject Morgan Prewitt Share will be used to replace depletions associated with wells described in the application which are owned and used by applicant. Such use shall also include the right to use, reuse and successively use, lease, sell and otherwise dispose of to extinction that portion of the water available to the subject Morgan Prewitt Share which was historically consumed through irrigation use and that portion which was historically returned to the stream system to the extent those return flows have been replaced with water from another source available to applicant for replacement purposes, or replacement of those return flows is not required. When water available to the subject Morgan Prewitt share is being used for augmentation, replacement or recharge purposes as described above, applicant will replace the return flows that would have occurred from the irrigation use of the subject Morgan Prewitt share, in the amount, at the time to prevent injury to other water rights. These replacements will be made by one or a combination of the following methods: leaving a portion of the water available to the subject Morgan Prewitt share in the South Platte River at or near the outlet canal of Prewitt Reservoir; and/or releasing to or leaving in the South Platte River any other fully consumable water available to applicant or replacement purposes. Water available to the subject Morgan Prewitt share that is not used for augmentation, replacement or recharge will continue to be used for irrigation. Terms and conditions shall be as set forth in 2003 CW 195. vi. Applicant, Buffalo Hills Property Inc.

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seeks the right to totally consume the consumable portion of the water, either by first use, successive use, or disposition. Applicant shall demonstrate dominion and control over the water for reuse and successive use through proper measurement and accounting. Return flows associated with the Morgan-Prewitt share shall be replaced when there is a downstream call for water senior to August 23, 2013. Recharge accretions from such deliveries of the Prewitt Water changed herein shall be available for use by substitution and exchange pursuant to C.R.S. §37-80-120; 37-82-106; 37-83-104; and 37-92-101. vii. Excess deliveries and/or recharge credits may be leased and/or sold to other water users. viii. Prewitt Reservoir, the Prewitt Inlet Canal and the Prewitt Outlet Canal are owned by Morgan-Prewitt Reservoir Company, Logan Irrigation District and Iliff Irrigation District, c/o Jim Yahn, P.O. Box 103, Sterling, Colorado 80751. 5. Plan for Augmentation: The Applicant, Buffalo Hills Property Inc., shall use the change in the Morgan Prewitt Share to allow for augmentation in conjunction with three shares of Springdale Ditch Recharge credit as decreed in case number 03CW195 to replace the out of priority depletions associated with the three wells changed as requested in the original application. The Applicant has a long term agreement with Chris Vandemoer for the use of the recharge credits associated with three shares of Springdale Ditch Recharge as decreed in 03CW195. The Applicant, Buffalo Hills Property, Inc .has or will attempt to obtain agreements to use and/or provide excess augmentation credits to and/or from the following recharge and augmentation plans: Farmers’ Pawnee Recharge Project, 95CW263; Pawnee Well Users 04CW 46; South Platte Ditch Well Users, 2004CW110; Accomasso Brothers 05CW52; Vandemoer 04CW86; South Platte Ditch Recharge, W-7839, 81CW353, 96CW097 and 03CW195; Logan Well Users, 03CW195 and 07CW300; and North Sterling Irrigation District, 96CW1034. 6. Change of Water Right for the three wells: The three wells as set forth in the original application are decreed as domestic wells. The change as set forth in the original application will allow the wells to be used for commercial, domestic, and recreational uses associated with 48 Recreational vehicle hook ups; 40 permanent mobile home hook ups; 10 seasonal camper hookups, plus two apartments, community bathrooms, laundry facilities and a swimming pool which has an adjacent baby pool. The amended application changes the amount of irrigation to no more than 3 acres of bluegrass lawn and/or garden, and 3.8 acres of buffalo grass irrigation and would allow for fire protection. The depletions associated with these uses will be covered under the plan for augmentation applied for herein. It is anticipated that Buffalo Hills will need to cover depletions in approximately, the amount of 16.62 acre feet. In the event that the projected depletions can not be covered, the amount of irrigation shall be reduced. 7. The original application is otherwise unchanged. WHEREFORE, the Applicant requests that the Court to accept the Amendment to the Original application and to grant such other relief as it deems proper. Application 3 pages. Map on file. 10CW316 PARKER WATER AND SANITATION DISTRICT, 19801 E. Mainstreet, Parker, CO 80138, c/o Robert F. T. Krassa, Esq., KRASSA & MILLER, LLC, 2737 Mapleton Ave., Suite 103, Boulder, CO 80304-38362, (303) 442-2156, AMENDMENT OF APPLICATION FOR APPROPRIRATIVE RIGHT OF EXCHANGE AND FOR APPROVAL OF PLAN FOR AUGMENTATION IN DOUGLAS COUNTY. This amendment withdraws the first two claims for relief in the original application, which involved appropriate rights of exchange to wells, and renumbers the remaining four claims. It also adds the following sentence to the description of the plans for augmentation in paragraphs 23, 26 and 29 of the original application, which have been re-numbered as paragraphs 13, 16 and 19 of the amended application, to wit: “Water stored out-of-priority under this plan for augmentation under a water right that is reusable, or that is properly accounted for as augmented by the use of fully reusable water, shall itself be fully reusable and available for successive use.” A complete amended application incorporating this amendment is on file with the Clerk of this Court. 12CW296 Town of Castle Rock, Attn: Heather Beasley, 175 Kellogg Court, Castle Rock, Colorado 80109. (Jeffrey J. Kahn, Madoline Wallace-Gross, Lyons, Gaddis, Kahn & Hall, P.C., P.O. Box 978, Longmont, CO 80502-0978, (303) 776-9900). APPLICANT’S FIRST AMENDED APPLICATION FOR CONDITIONAL RIGHTS OF APPROPRIATIVE EXCHANGE AND APPROVAL OF A

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PLAN FOR AUGMENTATION IN SOUTH PLATTE RIVER, PLUM CREEK AND ITS TRIBUTARIES IN DOUGLAS AND JEFFERSON COUNTIES. 2. Purpose of Amendment: The original application in this case sought conditional exchanges to structures, including wells with lagged depletions. The purpose of this amended application is to add a claim for a plan for augmentation to replace lagged depletions from wells identified as upstream termini in the original application and to replace out of priority depletions from all structures identified in the amended application. To the extent augmentation will occur by exchange, Applicant also claims new conditional exchanges. 3. Structures in this Application: Unless specified herein, all structures are located in Douglas County, Colorado. A map of the structures is attached as EXHIBIT A. 3.1.Castle Rock Well No. 2: Located in NE1/4 SE1/4, S11, T8S, R67W., 6th P.M., 1535 feet from the south section line and 1300 feet from the east section line, adjudicated in Case No. 79CW280 with an appropriation date of September 30, 1950. 3.2 Castle Rock Well No. 3: Located in NW1/4 SE1/4, S11, T8S, R67W., 6th P.M., at a point approximately 1980 feet north and 1710 feet west of the SE corner of Section 11, adjudicated in Case No. 79CW280 with an appropriation date of December 31, 1954. 3.3 Castle Rock Well No. 4: Located in NE1/4 NW1/4, S11, T8S, R67W., 6th P.M., 530 feet from the north section line and 1910 feet from the west section line, adjudicated in Case No. 79CW280 with an appropriation date of December 31, 1954. 3.4 Castle Rock Well No. 8: Located in NE1/4 NW1/4, S11, T8S, R67W., 6th P.M., 270 feet from the north section line and 1930 feet from the west section line, adjudicated in Case No. 79CW280 with an appropriation date of June 30, 1951. 3.5 Castle Rock Well No. 9: Located in SE1/4 SW1/4, S2, T8S, R67W., 6th P.M., at a point approximately 660 feet north and 1600 feet east of the SW corner of Section 2, a/k/a at Rock and Elbert Streets, decreed in Case No. 79CW281. 3.6 Castle Rock Well No. 11: Located in SW1/4 NW1/4, S14, T8S, R67W., 6th P.M., at a point approximately 2600 feet from the north section line and 900 feet from the west section line, decreed in Case No. 79CW281. 3.7 Castle Rock Well No. 12: Located in NW1/4 SW1/4, S14, T8S, R67W., 6th P.M., at a point approximately 2450 feet from the south section line and 500 feet from the west section line, decreed in Case No. 79CW281. 3.8 Castle Rock Well No. 13: Located in NW1/4 SW1/4, S14, T8S, R67 W., 6th P.M., at a point approximately 2100 feet from the south section line and 400 feet from the west section line, decreed in Case No. 79CW281. 3.9 Castle Rock Well No. 78 (formerly Castle Rock Well No. 14): Located in SE1/4 NE1/4, S22, T8S, R67W., 6th P.M., 1750 feet from the north section line and 800 feet from the east section line, adjudicated in Case No. 84CW656 with an appropriation date of April 12, 1984. 3.10 Castle Rock Well No. 79 (formerly Castle Rock Well No. 15): Located in SE1/4 NE1/4, S22, T8S, R67W., 6th P.M., 2300 feet from the north section line and 800 feet from the east section line, adjudicated in Case No. 84CW656 with an appropriation date of April 12, 1984. 3.11 Castle Rock Well No. 80 (formerly Castle Rock Well No. 16): Located in NE1/4 SE1/4, S22, T8S, R67W., 6th P.M., 2300 feet from the south section line and 800 feet from the east section line, adjudicated in Case No. 84CW656 with an appropriation date of April 12, 1984. 3.12 Castle Rock Well No. 81: Located in SW1/4 NW1/4, S2, T8S, R67W., 6th P.M., 1050 feet from the west section line and 2000 feet from the north section line, decreed in Case No. 87CW240. 3.13 Castle Rock Well No. 82: Located in NW1/4 NW1/4 S11, T8S, R67W., 6th P.M., 1100 feet from the west section line and 1000 feet from the north section line, decreed in Case No. 87CW240. 3.14 Castle Rock Well No. 83: Located in SE1/4 NW1/4 S11, T8S, R67W., 6th P.M., 1500 feet from the west section line and 2100 feet from the north section line, decreed in Case No. 87CW240. 3.15 Castle Rock Well No. 84: Located in SW1/4 NE1/4 S11, T8S, R67W., 6th P.M., 2500 feet from the east section line and 2300 feet from the north section line, decreed in Case No. 87CW240. 3.16 Castle Rock Well No. 85: Located in NE1/4 SW1/4 S11, T8S, R67W, 6th P.M., 1600 feet from the west section line and 2200 feet from the south section line, decreed in Case No. 87CW240. 3.17 Castle Rock Well No. 86: Located in SE1/4 SE1/4 S11, T8S, R67W., 6th P.M., 600 feet from the east section line and 1000 feet from the south section line, decreed in Case No. 87CW240. 3.18 Castle Rock Well No. 87: Located in SW1/4 SW1/4 S14, T8S, R67W., 6th P.M., 1300 feet from the west section line and 100 feet from the south section line, decreed in Case No. 87CW240. 3.19 Castle Rock Well No. 184 (formerly Well No. AL-1): Located in SE1/4 NE1/4 S28, T7S, R67W., 6th P.M., 2150 feet from the north section line and 200 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.20

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Castle Rock Well No. 185 (formerly Well No. AL-2): Located in SW1/4 NW1/4 S27, T7S, R67W., 6th P.M., 1700 feet from the north section line and 20 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.21 Castle Rock Well No. 186 (formerly Well No. AL-3): Located in SW1/4 NW1/4 S27, T7S, R67W, 6th P.M., 1325 feet from the north section line and 350 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.22 Castle Rock Well No. 187 (formerly Well No. AL-4): Located in NE1/4 NE1/4 S28, T7S, R67W., 6th P.M., 750 feet from the north section line and 600 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.23 Castle Rock Well No. 188 (formerly Well No. AL-5): Located in NE1/4 NE1/4 S28, T7S, R67W., 6th P.M., 1200 feet from the north section line and 800 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.24 Castle Rock Well No. 189 (formerly Well No. AL-6): Located in SE1/4 NE1/4 S28, T7S, R67W., 6th P.M., 1650 feet from the north section line and 1050 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.25 Castle Rock Well No. 190 (formerly Well No. AL-7): Located in SW1/4 NW1/4 S27, T7S, R67W., 6th P.M., 2025 feet from the north section line and 1075 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.26 Castle Rock Well No. 191 (formerly Well No. AL-8): Located in SW1/4 NW1/4 S27, T7S, R67W., 6th P.M., 2400 feet from the north section line and 750 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.27 Castle Rock Well No. 192 (formerly Well No. AL-9): Located in NW1/4 SW1/4 S27, T7S, R67W., 6th P.M., 2550 feet from the south section line and 375 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.28 Castle Rock Well No. 193 (formerly Well No. AL-10): Located in NW1/4 SW1/4 S27, T7S, R67W., 6th P.M., 2150 feet from the south section line and 1300 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.29 Castle Rock Well No. 194 (formerly Well No. AL-11): Located in NW1/4 SW1/4 S27, T7S, R67W., 6th P.M., 1875 feet from the south section line and 900 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.30 Castle Rock Well No. 195 (formerly Well No. AL-12): Located in NE1/4 SW1/4 S27, T7S, R67W, 6th P.M., 1700 feet from the south section line and 2400 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.31 Castle Rock Well No. 196 (formerly Well No. AL-13): Located in NE1/4 SW1/4 S27, T7S, R67W., 6th P.M., 1400 feet from the south section line and 1950 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.32 Castle Rock Well No. 197 (formerly Well No. AL-14): Located in SE1/4 SW1/4 S27, T7S, R67W, 6th P.M., 1150 feet from the south section line and 1550 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.33 Castle Rock Well No. 198 (formerly Well No. AL-15): Located in SW1/4 SE1/4 S27, T7S, R67W., 6th P.M., 750 feet from the south section line and 2400 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.34 Castle Rock Well No. 199 (formerly Well No. AL-16): Located in SE1/4 SW1/4 S27, T7S, R67W., 6th P.M., 500 feet from the south section line and 2425 feet from the west section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.35 Castle Rock Well No. 200 (formerly Well No. AL-17): Located in NW1/4 NE1/4 S34, T7S, R67W, 6th P.M., 25 feet from the north section line and 1800 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.36 Castle Rock Well No. 201 (formerly Well No. AL-18): Located in NW1/4 NE1/4 S34, T7S, R 67W., 6th P.M., 300 feet from the north section line and 2250 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.37 Castle Rock Well No. 202 (formerly Well No. AL-19): Located in NW1/4 NE1/4 S34, T7S, R67W., 6th P.M., 1050 feet from the north section line and 1500 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.38 Castle Rock Well No. 203 (formerly Well No. AL-20): Located in NW1/4 NE1/4 S34, T7S, R67W, 6th P.M., 1250 feet from the north section line and 1950 feet from the east section line, with an appropriation date of November 14, 1985, decreed in Case No. 85CW480. 3.39 Well No. G-1: Located in SE1/4 SW1/4 S21, T7S, R67 W., 6th P.M., 565 feet

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from the south section line and 1911 feet from the west section line, decreed in Case. No. 85CW479. 3.40 Well No. G-2: Located in SE1/4 SW1/4 S21, T7S, R67W., 6th P.M., 465 feet from the south section line and 2183 feet from the west section line, decreed in Case No. 85CW479. 3.41 Well No. G-4: Located in SE1/4 SW1/4 S21, T7S, R67W., 6th P.M., 90 feet from the south section line and 1480 feet from the west section line, decreed in Case No. 04CW292. 3.42 Well No. G-5: Located in SW SW1/4 S21, T7S, R67W., 6th P.M., 450 feet from the south section line and 1120 feet from the west section line, decreed in Case. No. 04CW292. 3.43 Well No. G-6: Located in SW1/4 SW1/4 S21, T7S, R67W., 6th P.M., 480 feet from the south section line and 790 feet from the west section line, decreed in Case No. 04CW292. 3.44 Well No. G-7: Located in NE1/4 SW1/4 S20, T7S, R67W., 6th P.M., 2370 feet from the south section line and 2130 feet from the west section line, decreed in Case No. 04CW292. 3.45 Well No. G-8 : Located in NE1/4 SW1/4 S20, T7S, R67W., 6th P.M., 2300 feet from the south section line and 1790 feet from the west section line, decreed in Case No. 04CW292. 3.46 Castle Pines Diversion Point S-1: Located in SE1/4 SW1/4 S21, T7S, R67W., 6th P.M., 20 feet from the south section line and 1530 feet from the west section line, decreed in Case No. 04CW292. 3.47 Castle Pines Diversion Point S-2: Located in NE1/4 SW1/4 S20, T7S, R67W., 6th P.M., 2540 feet from the south section line and 2590 feet from the west section line, decreed in Case No. 04CW292. 3.48 Castle Rock Well No. 176: Located in NW1/4 NW1/4 S25, T7S, R68W., 6th P.M., 450 feet from the west section line and 10 feet from the north section line, with an appropriation date of March 3, 1992, decreed in Consol. Case No. 86CW378/379. 3.49 Castle Rock Well No. 177: Located in NW1/4 NW1/4 S25, T7S, R68W., 6th P.M., 650 feet from the west section line and 450 feet from the north section line, with an appropriation date of March 3, 1992, decreed in Consol. Case No. 86CW378/379. 3.50 Castle Rock Well No. 178: Located in NW1/4 NW1/4 S25, T7S, R68W., 6th P.M., 950 feet from the west section line and 400 feet from the north section line, with an appropriation date of March 3, 1992, decreed in Consol. Case No. 86CW378/379. 3.51 Castle Rock Well No. 179: Located in NW1/4 NW1/4 S25, T7S, R68W., 6th P.M., 1000 feet from the west section line and 1000 feet from the north section line, with an appropriation date of March 3, 1992, decreed in Consol. Case No. 86CW378/379. 3.52 Castle Rock Well No. 180: Located in SW1/4 NW1/4 S25, T7 S, R68W., 6th P.M., 1250 feet from the west section line and 2050 feet from the north section line, with an appropriation date of March 3, 1992, decreed in Consol. Case No. 86CW378/379. 3.53 Castle Rock Well No. 181: Located in NE1/4 SW1/4 S25, T7S, R68W., 6th P.M., 1450 feet from the west section line and 3050 feet from the north section line, with an appropriation date of March 3, 1992, decreed in Consol. Case No. 86CW378/379. 3.54 Chatfield Reservoir: An existing on-channel reservoir formed by Chatfield Dam located on the mainstem of the South Platte River. The right abutment of the dam is located in Douglas County, in Sections 6 and 7, T6S, R68W. of the 6th P.M. The left abutment of the dam is located in Jefferson County, in S1, T6S, R69W. of the 6th P.M. 3.55 Plum Creek Wastewater Authority (“PCWA”) Outfall: Located in SW1/4 SW1/4 S21, T7S, R67W., 6th P.M., 770 feet from the south section line and 100 feet from the west section line. 3.56 Plum Creek Reservoir Outlet: Located in the NW1/4, SW1/4, S20, T7S, R67W, 6th P.M., 2,500 feet from the south section line, 500 feet from the west section line. CONDITIONAL RIGHTS OF APPROPRIATIVE EXCHANGE 4. Descriptions of Conditional Exchanges: In the original application, Applicant sought the following five conditional rights of appropriative exchange, which are depicted on the map attached hereto as EXHIBIT B. There are no amendments to these exchanges. 4.1 Chatfield Reservoir to Castle Rock Well No. 80 Exchange; 4.2 Chatfield Reservoir to Castle Rock Well No. 181 Exchange; 4.3 Confluence of East and West Plum Creeks to Well No. G-2 Exchange; 4.4 Plum Creek Wastewater Authority Wastewater Treatment Outfall to Well No. G-2 Exchange; and 4.5 Plum Creek Reservoir Outlet to Well No. G-2 Exchange. 5. Chatfield Reservoir to Castle Rock Well No. 80 Exchange. 5.1 Downstream Terminus: Chatfield Reservoir described in paragraph 3.54 herein. 5.2 Upstream Termini: The points of depletion of Castle Rock Well No. 80 and any other structures constructed on Plum Creek or East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.1 to 3.47 herein. 5.3 Sources of Substitute Supply: Any water or water rights owned, leased or otherwise available to Applicant and lawfully stored in Chatfield Reservoir, including but not limited to the following: 5.3.1 Effluent: Applicant’s effluent discharged from the PCWA Outfall and stored in

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Chatfield Reservoir. Such effluent includes effluent derived from any fully-consumable, reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water rights, and transmountain diversions. 5.3.2 Lawn Irrigation Return Flows (“LIRFs”): Applicant’s LIRFs quantified pursuant to existing decrees in Case Nos. 84CW656, 85CW480, 86CW378/379, and 87CW240, District Court, Water Division No. 1, or future decrees, and stored in Chatfield Reservoir. Such LIRFs include LIRFs derived from any fully-consumable, reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water rights, and transmountain diversions. 5.3.3 Storage Right: 2,000 acre-feet, conditional, of water stored in priority pursuant to Applicant’s Chatfield Reservoir storage water right, which was decreed for all municipal uses in Case No. 89CW169, District Court, Water Division No. 1, entered on July 25, 1991, with an appropriation date of November 6, 1989. 5.3.4 Consumptive Use Credits: Consumptive use credits stored in Chatfield Reservoir pursuant to Applicant’s decree in Case No. 09CW166, District Court, Water Division No. 1, pending, as described below. A. Consumptive Use Credits Associated with High Line Ditch Water Rights: Applicant owns 1.665 cfs of 20.0 cfs of the High Line Ditch water rights, which are described below. i. Original Adjudication: District Court, Douglas County, entered December 10, 1883. Ii. Legal Description: NE1/4 NE1/4 S4, T9S, R67W of the 6th P.M. iii. Source: East Plum Creek, tributary to South Platte River. iv. Appropriation Dates and Amounts:

Priority Appropriation Dates

Decreed Amounts (cfs/absolute)

Applicant’s Ownership (cfs)

57 September 1, 1871 3.52 0.585 73 June 30, 1873 1.4 0.233 102 June 30, 1878 15.08 0.848 TOTAL 20.0 1.665

v. Use: Irrigation. v. Previous Change Decrees for Applicant’s Interest in the High Line Ditch Water Rights: In Case No. 81CW49, Applicant’s interest in the High Line Ditch water rights was quantified and the point of diversion changed to six alternate points of diversion for direct use for irrigation. In Case No. 95CW114 Applicant’s interest in the High Line Ditch water rights was further changed to allow for irrigation, storage and augmentation uses. In Case No. 00CW78, Applicant’s interest in the High Line Ditch water rights was further changed to allow use for augmentation purposes for Castle Rock Well No. 205. In Case No. 09CW166 (pending), Applicant seeks the ability to store these water rights in Chatfield Reservoir. vi. Historical Use of Applicant’s Interest: The historical consumptive use of Applicant’s interest in the High Line Ditch water rights was quantified by the Water Court in Case No. 81CW49. B. Consumptive Use Credits Associated with Noe Ranch Water Rights: Applicant’s Noe Ranch water rights consist of water rights decreed to the Cook Creek Ditch and the Hillside Ditch. i. Cook Creek Ditch: 3.8 cfs of the Cook Creek Ditch water right. a) Original Adjudication: District Court, Douglas County, entered December 10, 1883. b) Legal Description: SE1/4 NW1/4 S16, T10S, R67W of the 6th P.M. c) Source: Cook Creek, tributary to East Plum Creek and South Platte River. d) Appropriation Date: June 30, 1870; Priority No. 48. e) Original Amount: 3.8 cfs, absolute. f) Use: Irrigation. ii. Hillside Ditch: 3.65 cfs of the Hillside Ditch Water right. a) Original Adjudication: District Court, Douglas County, entered December 10, 1883. b) Legal Description: SE1/4 SW1/4 S16, T10S, R67W of the 6th P.M. c) Source: Cook Creek, tributary to East Plum Creek and South Platte River. d) Appropriation Date: July 1, 1881; Priority No. 128. e) Original Amount: 3.65 cfs, absolute. f) Use: Irrigation. iii. Previous Change of Applicant’s interest in the Noe Ranch Water Rights: In Case No. 87CW240, Applicant’s Noe Ranch water rights were quantified and changed to use for irrigation, municipal, industrial, storage, augmentation, exchange and replacement purposes. Alternate points of diversion were also approved for these water rights at 18 wells and a surface diversion and a plan for augmentation was approved to utilize the historical consumptive use credits to replace out-of-priority depletions from such wells. In Case No. 09CW166 (pending), Applicant seeks the ability to store these water rights in Chatfield Reservoir. iv. Historical Use of Applicant’s Interest: The consumptive use attributable to Applicant’s interest in the

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Noe Ranch water rights was quantified in Case No. 87CW240. A. Consumptive Use Credits Associated with Douglas Park Water Rights: Applicant’s Douglas Park water rights consist of water rights decreed to the Benjamin Quick Ditch, the John Kinner Ditch, the John Kinner Ditch No. 2 and the Huntsville Ditch. i. Benjamin Quick Ditch: 3.8 cfs of the Benjamin Quick Ditch water right. a) Original Adjudication: District Court, Douglas County, entered December 10, 1883. b) Legal Description: SW1/4 NE1/4 S34, T9S, R68W of the 6th P.M. Note the actual point of diversion is in S24, and Applicant believes that this was a clerical error in the original case. c) Source: West Plum Creek, tributary to the South Platte River. d) Appropriation Date: June 15, 1866; Priority No. 24. e) Original Amount: 3.8 cfs, absolute. f) Use: Irrigation. ii. John Kinner Ditch: 3.52 cfs of the John Kinner Ditch water right. a) Original Adjudication: District Court, Douglas County, entered December 10, 1883. b) Legal Description: SW1/4 NW1/4 S13, T9S, R68W of the 6th P.M. c) Source: West Plum Creek, tributary to the South Platte River. d)Appropriation Date: March 1, 1868; Priority No. 38. e) Original Amount: 3.52 cfs, absolute. f) Use: Irrigation. iii. John Kinner No. 2 Ditch: 3.52 cfs of the John Kinner No. 2 Ditch water right. a) Original Adjudication: District Court, Douglas County, entered March 3, 1890. b) Legal Description: SW1/4 NW1/4 S13, T9S, R68W of the 6th P.M. c) Source: West Plum Creek, tributary to the South Platte River. d) Appropriation Date: April 1, 1885; Priority No. 150. e) Original Amount: 3.52 cfs, absolute. f) Use: Irrigation. iv. Huntsville Ditch: 4.0 cfs of the Huntsville Ditch water right. a) Original Adjudication: District Court, Douglas County, entered December 10, 1883. b) Legal Description: NE1/4 SW1/4 S24, T9S, R68W of the 6th P.M. c) Source: West Plum Creek, tributary to the South Platte River. d) Appropriation Date: March 1, 1880. e) Original Amount: 9.12 cfs, absolute, reduced by 5.12 cfs to 4.0 cfs in Case No. W-5729, described below. f) Use: Irrigation. v. Previous Change Decrees for Applicant’s Interest in the Douglas Park Water Rights: In Case No. W-5729, the point of diversion for Applicant’s interest in the Douglas Park water rights was changed to wells and 5.12 cfs of 9.12 cfs of the Huntsville Ditch water right was abandoned. In Case No. 87CW309, Applicant’s interest in the Douglas Park water rights was quantified and changed to use for municipal and industrial purposes, including storage for later use, and augmentation, exchange and replacement purposes within Applicant’s municipal limits. The Court also approved use of the consumptive use credits to replace out-of-priority depletions from Applicant’s wells and storage of the remaining consumptive use credits in Chatfield Reservoir. In Case No. 09CW166 (pending), Applicant confirms the ability to store these water rights in Chatfield Reservoir. vi. Historical Use of Applicant’s Interest: The consumptive use attributable to Applicant’s interest in the Douglas Park water rights was quantified in Case No. 87CW309. D. Consumptive Use Credits Associated with Applicant’s Ball Ditch Water Right: Applicant owns 0.1429 cfs of 3.0 cfs of the Ball Ditch water right, which is described below. i. Original Adjudication: District Court, Douglas County, entered December 10, 1883. Ii. Legal Description: NW1/4 NW1/4 S26, T8S, R68W of the 6th P.M. iii. Source: West Plum Creek, tributary to South Platte River. iv. Appropriation Date: April 19, 1872; Priority No. 59. v. Original Amount: 3.0 cfs, absolute. vi. Use: Irrigation. vii. Previous Change Decree for Applicant’s Interest in the Ball Ditch Water Right: In Case No. W-7604-74, an alternate point of diversion for Applicant’s interest in the Ball Ditch water right was approved at the Hounshell Sump No. 1 for irrigation use. The Court found that the water right had historically irrigated 10.75 acres. viii. Historical Use of Applicant’s Interest: In Case No. 09CW166, Applicant seeks to quantify and change Applicant’s interest in the Ball Ditch water right for augmentation use and for storage in Chatfield Reservoir. 5.4 Amount of Exchange: 15 c.f.s., conditional. 5.5 Date of Initiation of Appropriation: December 18, 2012. 5.5.1 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s special meeting; by passing a resolution authorizing the appropriation; and by filing this application. 5.5.2 Date Applied to Beneficial Use: Not applicable. 5.6 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 6. Chatfield Reservoir to Castle Rock Well No. 181 Exchange. 6.1 Downstream Terminus: Chatfield Reservoir described in paragraph 3.54 herein. 6.2 Upstream Termini: The points of depletion of Castle Rock Well No. 181 and any other structures constructed on West Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.48 to 3.53 herein. 6.3 Sources of Substitute Supply: See paragraph 5.3. 6.4 Amount of Exchange: 4.7 c.f.s., conditional. 6.5

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Date of Initiation of Appropriation: December 18, 2012. 6.5.1 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s special meeting; by passing a resolution authorizing the appropriation; and by filing this application. 6.5.2 Date Applied to Beneficial Use: Not applicable. 6.6 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 7. Confluence of East and West Plum Creeks to Well No. G-2 Exchange. 7.1 Downstream Terminus: Confluence of East and West Plum Creeks in the SW1/4 NE1/4 S23, T7S, R68W, 6th P.M. 7.2 Upstream Termini: The points of depletion of Well No. G-2 and any other structures constructed on East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.39 to 3.47 herein. 7.3 Sources of Substitute Supply: Any water or water rights owned, leased, or otherwise available to Applicant from West Plum Creek, including but not limited to the following: 7.3.1 Consumptive Use Credits from Douglas Park Water Rights: See paragraph 5.3.4.C. 7.3.2 Consumptive Use Credit from Ball Park Water Right: See paragraph 5.3.4.D. 7.3.3 LIRFs: Applicant’s LIRFs quantified in the existing decree in Case No. 85CW480 or future decrees. Such LIRFs include LIRFs derived from any fully-consumable, reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water rights, and transmountain diversions. Pursuant to Case No. 85CW480, the furthest downstream point of accretion for Applicant’s West Plum Creek LIRFs is S1, T8S, R68W, 6th P.M. 7.4 Amount of Exchange: 3.09 c.f.s., conditional. 7.5 Date of Initiation of Appropriation: December 18, 2012. 7.5.1 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s special meeting; by passing a resolution authorizing the appropriation; and by filing this application. 7.5.2 Date Applied to Beneficial Use: Not applicable. 7.6 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 8. Plum Creek Wastewater Authority Wastewater Treatment Outfall to Well No. G-2 Exchange. 8.1 Downstream Terminus: PCWA Outfall described in paragraph 3.55 herein. 8.2 Upstream Terminus: The points of depletion of Well No. G-2 and any other structures constructed on East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.39 to 3.43 and 3.46 herein. 8.3 Sources of Substitute Supply: 8.3.1 Effluent: Applicant’s effluent discharged from PCWA Outfall. Such effluent includes effluent derived from any fully-consumable, reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water rights, and transmountain diversions. 8.3.2 LIRFs: Applicant’s LIRFs quantified pursuant to existing decrees in Case No. 84CW656, 85CW480, 86CW378/379, and 87CW240 District Court, Water Division No. 1, or future decrees. Such LIRFs include LIRFs derived from any fully-consumable, reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water rights, and transmountain diversions. The PCWA Outfall is the furthest downstream point of accretion for Applicant’s East Plum Creek LIRFs, as identified in Case No. 85CW480. 8.4 Amount of Exchange: 10.8 c.f.s., conditional. 8.5 Date of Initiation of Appropriation: December 18, 2012. 8.5.1 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s special meeting; by passing a resolution authorizing the appropriation; and by filing this application. 8.5.2 Date Applied to Beneficial Use: Not applicable. 8.6 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 9. Plum Creek Reservoir Outlet to Well No. G-2 Exchange. 9.1 Downstream Terminus: Plum Creek Reservoir Outlet described in paragraph 3.56 herein. 9.2 Upstream Terminus: The points of depletion of Well No. G-2 and any other structures constructed on East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in 3.39 to 3.47 herein. 9.3 Source of Substitute Supply: Any water or water rights owned, leased or otherwise available to Applicant and stored in Plum Creek Reservoir, including but not limited to the following: 9.3.1 Effluent: Applicant’s effluent discharged from the PCWA Outfall and stored in Plum Creek Reservoir. Such effluent includes effluent derived from any fully-consumable, reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water

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rights, and transmountain diversions. 9.3.2 LIRFs: Applicant’s LIRFs quantified pursuant to existing decrees in Case No. 84CW656, 85CW480, 86CW378/379, and 87CW240 or future decrees, and stored in Plum Creek Reservoir. Such LIRFs include LIRFs derived from any fully-consumable and reusable source, including, but not limited to, non-tributary groundwater, fully-augmented not non-tributary groundwater, consumptive use credits attributable to senior water rights, and transmountain diversions. 9.3.3 Consumptive Use Credits Attributable to the High Line and Noe Ranch Water Rights: See paragraphs 5.3.4.A. and 5.3.4.B. 9.4 Amount of Exchange: 15 c.f.s., conditional. 9.5 Date of Initiation of Appropriation: December 18, 2012. 9.5.1 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s special meeting; by passing a resolution authorizing the appropriation; and by filing this application. 9.5.2 Date Applied to Beneficial Use: Not applicable. 9.6 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. PLAN FOR AUGMENTATION, INCLUDING EXCHANGE 10. Name of Structures to Be Augmented: The structures described in paragraphs 3.1 to 3.53 described herein. Applicant also seeks the right to add additional augmented structures to this application. 11. Water Rights Used for Augmentation. 11.1 Consumptive Use Credits. 11.1.1 High Line Ditch Water Rights: See paragraph 5.3.4.A. 11.1.2 Noe Ranch Water Rights: See paragraph 5.3.4.B. 11.1.3 Douglas Park Water Rights: See paragraph 5.3.4.C. 11.1.4 Ball Ditch Water Right: See paragraph 5.3.4.D. 11.2 Reusable Supplies from the WISE Partnership. Applicant may use the reusable water supplies made available to Applicant as a result of its participation in Water Infrastructure Supply Efficiency (“WISE”) via South Metro Water Supply Authority (“South Metro”), the City of Aurora (“Aurora”) and the City and County of Denver (“Denver”) in the WISE Partnership - Water Delivery Agreement between Denver Water, the City of Aurora, acting by and through its Utility Enterprise, and the South Metro Water Supply Authority. The water available to Applicant includes a mix of reusable water supplies owned by Denver and Aurora. When Denver and Aurora have excess water and capacity available, the water can be diverted by the Prairie Waters Project ("PWP”) using an alluvial well field near Brighton and delivered to South Metro for use by WISE participants, including Applicant. At other times, Denver and Aurora will take delivery of the reusable water through the PWP for their own use either fully utilizing their supplies or fully utilizing the capacity of the PWP system. 11.2.1 Aurora: WISE water provided by Aurora includes, but is not limited to, the water rights listed in EXHIBIT C attached hereto. 11.2.2 Denver: WISE water provided by Denver includes, but is not limited to, the water rights listed in EXHIBIT D attached hereto. 11.3 Effluent: Applicant may use effluent discharged from the PCWA Outfall, which includes effluent derived from any fully-consumable, reusable source, including, but not limited to, non-tributary and properly augmented not non-tributary Denver Basin Groundwater identified in EXHIBIT E, consumptive use credits attributable to senior water rights described in paragraphs 5.3.4.A to 5.3.4.D, reusable WISE water described in paragraph 11.2, and transmountain diversions. 11.4 LIRFs: Applicant may use LIRFs quantified pursuant to existing decrees in Case Nos. 84CW656, 85CW480, 86CW378/379, and 87CW240, District Court, Water Division No. 1, or future decrees. Such LIRFs include LIRFs derived from any fully-consumable, reusable source, including, but not limited to, non-tributary and properly augmented not non-tributary Denver Basin Groundwater described in EXHIBIT E, consumptive use credits attributable to senior water rights described in paragraphs 5.3.4.A to 5.3.4.D, reusable WISE water described in paragraph 11.2, and transmountain diversions. 11.5 Water Stored in Chatfield Reservoir. Applicant may use water stored in Chatfield Reservoir, including but not limited to non-tributary and properly augmented not non-tributary Denver Basin Groundwater described in EXHIBIT E, consumptive use credits attributable to senior water rights described in paragraphs 5.3.4.A to 5.3.4.D pursuant to Case No. 09CW166, pending, and reusable WISE water described in paragraph 11.2. and sewered return flows and LIRFs from the same. 11.6 Water Stored in Plum Creek Reservoir. Applicant may use water stored in Plum Creek Reservoir, including but not limited to non-tributary and properly augmented not non-tributary Denver Basin Groundwater described in EXHIBIT E, consumptive use credits attributable to senior water rights described in paragraphs 5.3.4.A to 5.3.4.D, reusable WISE water described in paragraph 11.2, and sewered return flows and LIRFs from the same. 11.7 Additional Supplies. Applicant seeks the right to add additional augmentation supplies owned by, leased by or

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otherwise made available to Applicant to this plan for augmentation in the future. 12. Complete Statement of Plan for Augmentation. Applicant seeks to augment all out of priority depletions from the structures identified in paragraph 10. When Applicant operates the structures described in paragraph 10 out of priority, the structures will cause lagged and non-lagged depletions to the stream that must be replaced. Applicant will provide the fully consumable water described in paragraph 11 herein to replace those depletions in time, place and amount to protect senior water rights. 12.1 Applicant owns decreed and pending plans for augmentation that replace depletions from certain wells on East Plum Creek and West Plum Creek using specific replacement sources. Those plans are described below.

Augmentation Plan Case No. and Date of Approval

Augmented Wells Water Rights Decreed as Replacement Sources

84CW656, approved October 15, 1987

Wells described in paragraphs 3.1 to 3.11

Non-tributary groundwater by discharge of effluent, lawn irrigation return flows, direct discharge

85CW480, approved April 13, 1993

Wells described in paragraphs 3.19 to 3.38

Non-tributary and not non-tributary groundwater by discharge of effluent, lawn irrigation return flows, direct discharge

Cons. 86CW378/379, approved January 18, 1995

Wells described in paragraphs 3.1 to 3.53

Non-tributary and not non-tributary groundwater by discharge of effluent, lawn irrigation return flows, direct discharge

87CW240, approved May 11, 1989

Wells described in paragraphs 3.1 to 3.18

Consumptive use credits attributable to the Cook Creek Ditch and Hillside Ditch by by-pass, discharge of effluent and lawn irrigation return flows

87CW309, approved January 18, 1995

Wells described in paragraphs 3.1 to 3.53

Consumptive use credits attributable to the Benjamin Quick Ditch, John Kinner No. 1 Ditch, John Kinner No. 2 Ditch, Huntsville Ditch by by-pass, discharge of effluent and lawn irrigation return flows

92CW144, pending Wells described in paragraphs 3.1 to 3.53

Any water stored in Chatfield Reservoir owned or leased by Applicant

12.2 To the extent that the augmented structures and replacement sources in this case differ from those in the decreed or pending plans for augmentation, Applicant seeks a new plan for augmentation to replace such out of priority depletions. To the extent that the augmented structures and replacement sources in this case are identical to those in the decreed or pending plans for augmentation, Applicant does not seek additional approval of a plan for augmentation. CONDITIONAL RIGHTS OF APPROPRIATIVE EXCHANGE 13. Conditional Rights of Appropriate Exchange. In addition to the exchanges described in paragraphs 4 through 9, Applicant seeks the following four exchanges in order to operate the plan for augmentation described above. A map showing the location of the exchanges is attached as EXHIBIT F. 13.1 Confluence of East and West Plum Creeks to Castle Rock Well No. 80 Exchange; 13.2 Confluence of East and West Plum Creeks to Castle Rock Well No. 181 Exchange; 13.3 Plum Creek Wastewater Authority Wastewater Treatment Outfall to Castle Rock Well No. 80 Exchange; and 13.4 Plum Creek Reservoir Outlet to Castle Rock Well No. 80 Exchange. 14. Confluence of East and West

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Plum Creeks to Castle Rock Well No. 80 Exchange. 14.1 Downstream Terminus: Confluence of East and West Plum Creeks in the SW1/4 NE1/4 S23, T7S., R68W., 6th P.M. 14.2 Upstream Termini: The points of depletion of Castle Rock Well No. 80 and any other augmented structures constructed on East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.1 to 3.47. 14.3 Sources of Substitute Supply: 14.3.1 Consumptive Use Credits Associated with Douglas Park Water Rights. See paragraph 5.3.4.C. 14.3.2 Consumptive Use Credits Associated with Ball Ditch Water Right. See paragraph 5.3.4.D. 14.3.3 LIRFs: See paragraph 7.3.3. 14.3.4 Additional Supplies. Applicant seeks the right to add additional augmentation supplies owned by, leased by or otherwise made available to Applicant of West Plum Creek to this exchange. 14.4 Amount of Exchange: 3.09 c.f.s., conditional. 14.5 Date of Initiation of Appropriation: August 20, 2013. 14.6 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s meeting; by passing a resolution authorizing the appropriation; and by filing this application. 14.7 Date Applied to Beneficial Use: Not applicable. 14.8 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 15. Confluence of East and West Plum Creeks to Castle Rock Well No. 181 Exchange. 15.1 Downstream Terminus: Confluence of East and West Plum Creeks in the SW1/4 NE1/4 S23, T7S, R68W, 6th P.M. 15.2 Upstream Termini: The points of depletion of Castle Rock Well No. 181 and any other augmented structures on West Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.48 to 3.53 herein. 15.3 Sources of Substitute Supply: 15.3.1 Reusable Supplies from the WISE Partnership. See paragraph 11.2. 15.3.2 Effluent: Applicant may use effluent discharged from the PCWA Outfall, which includes effluent derived from any fully-consumable, reusable source, including, but not limited to, non-tributary and properly augmented not non-tributary Denver Basin Groundwater identified in EXHIBIT E, consumptive use credits attributable to senior water rights described in paragraphs 5.3.4.A to 5.3.4.D, reusable WISE water described in paragraph 11.2, and transmountain diversions. 15.3.3 LIRFs: Applicant may use LIRFs quantified pursuant to existing decrees in Case Nos. 84CW656, 85CW480, 86CW378/379, and 87CW240, District Court, Water Division No. 1, or future decrees. Such LIRFs include LIRFs derived from any fully-consumable, reusable source, including, but not limited to, non-tributary and properly augmented not non-tributary Denver Basin Groundwater described in EXHIBIT E, consumptive use credits attributable to senior water rights described in paragraphs 5.3.4.A to 5.3.4.B, reusable WISE water described in paragraph 11.2, and transmountain diversions. 15.3.4 Water Stored in Plum Creek Reservoir. See paragraph 11.6. 15.3.5 Consumptive Use Credits from High Line Ditch Water Rights. See paragraph 5.3.4.A. 15.3.6 Consumptive Use Credits from Noe Ranch Water Rights. See paragraph 5.3.4.B. 15.3.7 Additional Supplies. Applicant seeks the right to add additional augmentation supplies owned by, leased by or otherwise made available to Applicant from East Plum Creek to this exchange. 15.4 Amount of Exchange: 4.7 c.f.s., conditional. 15.5 Date of Initiation of Appropriation: August 20, 2013. 15.6 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s meeting; by passing a resolution authorizing the appropriation; and by filing this application. 15.7 Date Applied to Beneficial Use: Not applicable. 15.8 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 16. Plum Creek Wastewater Authority Wastewater Treatment Outfall to Castle Rock Well No. 80 Exchange. 16.1 Downstream Terminus: PCWA Outfall described in paragraph 3.55 herein. 16.2 Upstream Termini: The points of depletion of Castle Rock Well No. 80 and any other augmented structures constructed on East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.1 to 3.47 herein. 16.3 Sources of Substitute Supply: 16.3.1 Effluent: See paragraph 11.3. 16.3.2 LIRFs: See paragraph 11.4. 16.4 Amount of Exchange: 10.8 c.f.s., conditional. 16.5 Date of Initiation of Appropriation: August 20, 2013. 16.6 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s meeting; by passing a resolution authorizing the appropriation; and by filing this application. 16.7 Date Applied to Beneficial Use: Not applicable. 16.8 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 17. Plum Creek Reservoir Outlet to Castle Rock Well No. 80 Exchange. 17.1 Downstream Terminus: Plum Creek

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Reservoir Outlet described in paragraph 3.56 herein. 17.2 Upstream Termini: The points of depletion of Castle Rock Well No. 80 and any other augmented structures constructed on East Plum Creek owned or used by Applicant in the exchange reach, including but not limited to the structures described in paragraphs 3.1 to 3.47 herein. 17.3 Sources of Substitute Supply: Any water or water rights owned, leased or otherwise available to Applicant and stored in Plum Creek Reservoir, including but not limited to the following: 17.3.1 Effluent: See paragraph 11.3. 17.3.2 LIRFs: See paragraph 11.4. 17.3.3 Consumptive Use Credits Attributable to the High Line and Noe Ranch Water Rights: See paragraphs 5.3.4.A. and 5.3.4.B. 17.4 Amount of Exchange: 15.0 c.f.s., conditional. 17.5 Date of Initiation of Appropriation: August 20, 2013. 17.6 How Appropriation was Initiated: By forming the requisite intent; by posting a notice and an agenda of Town Council’s meeting; by passing a resolution authorizing the appropriation; and by filing this application. 17.7 Date Applied to Beneficial Use: Not applicable. 17.8 Proposed Uses of Exchanged Water: Direct use or storage for municipal, augmentation, replacement and exchange. 18. Owners of Land upon which Structures are Located. 18.1 Castle Rock Well No. 4, 8, 9, 11, 12, 13, 84 and 87 are located on land owned by Applicant. 18.2 Castle Rock Well Nos. 2, 3, 80, 85 and 86, Well Nos. G-4, G-5 and G-6, Castle Pines Diversion Point S-1 and the Plum Creek Wastewater Authority Wastewater Treatment Outfall are located on land owned by Douglas County Board of County Commissioners, 100 Third Street, Castle Rock, CO 80104. 18.3 Castle Rock Well No. 78 is located on land owned by Michael & Irene Vander Meulen, P. O. Box 1077, Castle Rock, CO 80104. 18.4 Castle Rock Well No. 79 is located on land owned by Sheldon G Boone Testamentary Family Trust c/o Margaret Boone, P.O. Box 656, Castle Rock, CO 80104. 18.5 Castle Rock Well No. 81, Well Nos. G-1, G-2, G-7 and G-8, Castle Pines Diversion Point S-2 and the Plum Creek Reservoir Outlet are located on land owned by Plum Creek Wastewater Authority, 5880 Country Club Drive, Castle Rock, CO 80108. 18.6 Castle Rock Well Nos. 82 and 83 are located on land owned by Colorado Department of Transportation, 4201 E Arkansas Avenue, Denver, CO 80222. 18.7 Castle Rock Well Nos. 184 through 203 are located on land owned by Castle Rock Land Co. LLC, c/o Castle Rock Development Co., 3033 E. First Avenue, Suite 410, Denver, CO 80206. 18.8 Castle Rock Well Nos. 176 through 181 are located on land owned by Double HH Ranch LLC, 14787 W. Cedar Avenue, Golden, CO 80401-5172. 18.9 Chatfield Reservoir is located on land owned by U.S. Army Corps of Engineers, 9307 S. Wadsworth Blvd., Littleton, CO 80128. WHEREFORE, Applicant respectfully requests the Court enter a decree approving Applicant’s conditional water rights and plan for augmentation as described herein.

13CW3056 (2001CW286 WD1) FIRST AMENDED APPLICATION TO AMEND FINDINGS OF FACT, CONCLUSIONS OF LAW, JUDGMENT AND DECREE OF THE WATER COURT CONCERNING THE APPLICATION FOR WATER RIGHTS OF THE CITY AND COUNTY OF DENVER, ACTING BY AND THROUGH ITS BOARD OF WATER COMMISSIONERS, IN DOUGLAS, JEFFERSON, ARAPAHOE, DENVER, BROOMFIELD, WELD, BOULDER, AND ADAMS COUNTIES DISTRICT COURT, WATER DIVISION 1, COLORADO, Weld County Courthouse, 901 9th Avenue, Room 418, P.O. Box 2038, Greeley, CO 80632. 1. Applicant. City and County of Denver, acting by and through its Board of Water Commissioners (“Denver Water”) 1600 West 12th Avenue, Denver, Colorado 80204, (303) 628-6460. 2. Purpose of Application. By this application Denver Water seeks to put Objectors on notice of Denver Water’s application to amend the Water Court’s August 8, 2011 Findings of Fact, Conclusions of Law, Judgment and Decree of the Water Court (“Decree”) in Case No. 2001CW286 WD1. The amendment would only modify the decreed methodology to be used by Denver Water for accounting for evaporation losses from the North and South Gravel Pit Complexes as described in Paragraph 32 in the Decree. The new methodology would allow Denver Water to use a primary weather station to calculate evaporation losses, a secondary weather station in the event the primary weather station is unavailable, and default ETr values if the secondary weather station is unavailable. Denver Water also seeks to amend paragraph 32 to require that Opposers receive thirty-five days advance written notice of changes to accounting forms, rather than thirty. Other than these changes shown below, Denver Water does not seek to make any other modifications to the August 8, 2011 decree. 3. Modifications to be Made to Paragraph 32 of the Decree: 32. Operation and

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Accounting. All measurable diversions, deliveries to and releases of water from the North and South Reservoir Complexes shall be measured. In addition to any measuring devices specifically required by this Decree, Denver Water shall install and properly maintain such other measuring devices and recorders to determine measurable inflows, measurable outflows, and water surface area and storage volume, such as a pressure transducer, metal tape, staff gauge, flow meters, flumes or other devices acceptable to the Division Engineer for the administration of the Subject Water Rights and needed to complete accounting required by this paragraph. Prior to diversion or storage of water, Denver Water shall provide the State and Division Engineers with actual stage-area-capacity curves or tables for the reservoirs. Accounting forms for the diversion, storage and release of water from the North and South Complexes have been developed. A copy of Denver Water’s accounting form is attached hereto as Exhibit C. The accounting form is not specifically decreed herein and may be changed from time to time with the approval of the Division Engineer, provided the modified accounting forms include, at a minimum, the following information for the North and South Reservoir Complexes: the name, location and date of the calling water right, measurements from approved measuring devices and recorders, all inflows to and outflows from the reservoir, reservoir contents (total and by water type), evaporation (total and by water type), in and out-of-priority precipitation falling on the reservoir, in and out-of-priority unmeasured inflows to the reservoir, running totals on the first fill and the refill, daily and cumulative river diversions under the Subject Water Rights and any other information contained on the accounting form attached hereto as Exhibit C. Advance written notice of thirty-five (350) days will be provided to all Objectors before implementation of any proposed changes to the accounting form relating to requirements set forth in this Paragraph 32. The accounting form may be integrated with Denver Water’s other accounting forms provided the integrated accounting forms include, at a minimum, the following information for the North and South Reservoir Complexes: the name, location and date of the calling water right, measurements from approved measuring devices and recorders, all inflows to and outflows from the reservoir, reservoir contents (total and by water type), evaporation (total and by water type), in and out-of-priority precipitation falling on the reservoir, in and out-of-priority unmeasured inflows to the reservoir, running totals on the first fill and the refill, daily and cumulative river diversions under the Subject Water Rights and any other information contained on the accounting form attached hereto as Exhibit C. Evaporation losses from the South and North Reservoir Complexes shall be calculated by multiplying the total water surface area in acres of the reservoirs in the particular complex by gross reservoir evaporation in feet. Daily gross reservoir evaporation in feet shall be calculated using daily alfalfa crop reference evapotranspiration (ETr) values obtained from a primary weather station located at the Denver Water Recycle Plant, and if data from such weather station is not available, at a secondary weather station located at Denver Water’s Moffat Treatment Plant. If data from neither weather station is available, Denver Water shall use the default ETr values shown in Table 2 below. Weather station data shall be used in conjunction with a commonly used and accepted evapotranspiration formula (ET formula), such as the ASCE Standardized Reference Evapotranspiration Equation, to compute alfalfa crop reference evapotranspiration (ETr) on a daily basis. Reference evapotranspiration from turf grass may also be used provided the alternative evapotranspiration values are converted to alfalfa crop reference evapotranspiration. Turf grass reference evapotranspiration (ETo) will be converted to ETr values using the factors set forth in Table 1 below:

Table 1- Conversion Factors: Ratio of ETr to ETo (Ft. Lupton 2006-2011) Jan Feb Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec. 1.30 1.29 1.30 1.30 1.27 1.28 1.26 1.27 1.28 1.31 1.32 1.29

Gross pan evaporation shall be computed by multiplying by 1.2 the daily standard alfalfa crop reference evapotranspiration in feet as calculated from the primary weather station, or secondary weather station as described above. Daily gross pan evaporation shall then be multiplied by a pan coefficient of 0.7 to obtain daily gross reservoir evaporation in feet. If no weather station data is

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available, the following values for daily standard alfalfa crop reference evapotranspiration shall be used as set forth in Table 2 below:

Table 2 - Default Daily ETr for Alfalfa, feet/day Jan Feb Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.

0.006 0.008 0.014 0.017 0.020 0.025 0.025 0.022 0.017 0.011 0.008 0.005

Should Denver Water determine that the data from the primary or secondary weather station named above are no longer suitable for calculation of evaporation losses under this methodology, or a more suitable weather station becomes available, Denver Water may select a new primary and/or secondary weather station without amending this decree, after providing advance written notice to Opposers and the Division Engineer according to the notice and comment procedures and timeframes described above in this paragraph. Evaporation losses from the South Reservoir Complex and the North Reservoir Complex shall be calculated individually for each complex by multiplying the total water surface area in acres of the reservoirs in the particular complex by gross reservoir evaporation in feet. Real time gross reservoir evaporation in feet shall be determined on a daily basis using the following method: Gross pan evaporation shall be computed by multiplying daily standard alfalfa reference crop evapotranspiration (ETr) in feet published by the Northern Colorado Water Conservancy District (NCWCD) for the NCWCD Ft. Lupton weather station or for the NCWCD Longmont South weather station, if such data is not available from the NCWCD Ft. Lupton weather station, by 1.2 to determine daily gross pan evaporation in feet. Daily gross pan evaporation shall then be multiplied by a pan coefficient of 0.7 to obtain daily gross reservoir evaporation in feet. Denver Water shall quantify and promptly return to the South Platte River all out-of-priority inflows to the North and South Gravel Pit Complexes. Denver Water shall submit accounting reports to State water administration officials on a monthly basis, or more frequently if required by State water administration officials. Denver Water shall make the accounting reports available to the other parties hereto upon request and upon payment of reasonable copying charges. The accounting year for purposes of this decree shall be November 1 through October 31 of the following year. For the North and South Reservoir Complexes, the total amount of water in storage under the first fill right and the refill right at the beginning of a new accounting year shall be considered carryover storage against the first fill storage right in the new accounting year. Water from other sources that remains in storage in the reservoir when the first fill right is filling in priority and there is insufficient capacity in the reservoir for such first fill right, shall, at Denver Water’s option, be released from the reservoir, booked over to the first fill right, or kept in the reservoir and an equivalent amount of water not diverted but available to the first fill right will be counted against the first fill of the storage right for that accounting year. 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 OCTOBER 2013 (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.