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

15CW21 RICHARD B. AND TAMBETHA M. PRARIO, 5030 Cedar Way, Elizabeth, CO 80107. 303-887-9538. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS IN ELBERT COUNTY. Applicant seeks to adjudicate the well, permit 89767, and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 5 acre tract of land lying in the NW1/4 NW1/4 S33, T7S, R64W of the 6th PM, including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. 15CW22 SHANNON RASMUSSEN, 12786 N. 4th St., Parker, CO 80134. 720-272-1253. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS IN DOUGLAS COUNTY. Applicant seeks to adjudicate the well, permit 233255, and to adjudicate the non tributary and not nontributary Denver Basin groundwater underlying a 2 acre tract of land lying in the NW1/4 NE1/4 S7, T6S, R66W of the 6th PM, including the Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifers. 15CW3098, Schull, LLC, and Douglas and Marjorie Shull, c/o 5369 Hospitality Place, Parker, CO 80134 (James Petrock, Petrock & Fendel, 700 17th Street, #1800, Denver, CO 80202), APPLICATION FOR CHANGE OF WATER RIGHT, DOUGLAS COUNTY. Decree information for which change is sought: Case No. 99CW015, decreed on March 1, 2001, District Court, Water Division 1. The property which is the subject of the decree is 120 acres located in the E1/2SE1/4 and the NW1/4SE1/4 of Section 16, T8S, R67W of the 6th P.M. as shown on Attachment A (Subject Property). Proposed change: In the original decree, an augmentation plan was approved for the use of 15 acre-feet per year of not nontributary Denver aquifer groundwater through 5 individual wells on the Subject Property which would each withdraw 3 acre-feet per year for inhouse and small qualifying commercial use (0.6 acre-feet), irrigation (2.1 acre-feet), stockwatering (0.1 acre-feet), and use in a swimming pool (0.2 acre-feet). By this application, Applicants request that the 15 acre-feet per year be withdrawn through up to 10 individual wells. 8 of the 10 wells will withdraw 1 acre-foot per year for inhouse use (0.35 acre-feet), irrigation (0.6 acre-feet), and stockwatering (0.05) acre-feet. The remaining 2 wells will use all or parts of the remaining 7 acre-feet not associated with the 8 wells pumping at 1 acre-foot per year, pursuant to the original decree. The replacement requirement for pumping the Denver aquifer groundwater is 4% of the annual amount withdrawn. Return flow from use of the Denver aquifer groundwater for in house use from each of the 10 wells will be sufficient to replace that amount while the wells are being pumped for 100 years. Depletions occur to the East Plum Creek stream system. No other provisions of the original decree will be changed, including reservation of an equal amount of nontributary groundwater also decreed in Case No. 99CW015 for replacement of post pumping depletions. Further, Applicants pray that this Court grant the application and for such other relief as seems proper in the premises. (3 pages). 15CW3099 (1999CW234) CITY OF GREELEY, BY AND THROUGH ITS WATER AND SEWER BOARD (“Greeley”), c/o Eric Reckentine, Deputy Director of Water Resources, Greeley Water and Sewer Department, 1100 10th Street, Suite 300, Greeley, Colorado 80631, (970) 350-9815, eric.reckentine@greeleygov.com; Attorneys: Jerrae C. Swanson, Greeley City Attorney’s Office 1100 10th Street, Suite 401, Greeley, Colorado 80631, phone number (970) 350-9757; and James S. Witwer and Douglas M. Sinor, Trout, Raley, Montaño, Witwer & Freeman, P.C., 1120 Lincoln Street, Suite 1600, Denver, Colorado 80203, phone: (303) 861-1963. APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE ABSOLUTE IN PART, IN WELD COUNTY,

COLORADO. 1. Name, mailing address, telephone number, and email of Applicant: See above. 2. General Description of Application: This application concerns the conditional water storage rights (“Conditional Storage Rights”) and the conditional rights of substitution and exchange, including storage (“Conditional Rights of Exchange”) decreed, and more particularly described, in Case No. 1999CW234, District Court, Water Division No. 1. The Conditional Storage Rights and Conditional Rights of Exchange comprise a portion of Greeley’s Lower Cache La Poudre River Water Stewardship Project. Conditional Storage Rights 3. Name of the Structures for Conditional Storage Rights: (1) 8th Street Reservoir (a/k/a East 8th Street Reservoir); (2) Flatiron Reservoir Nos. 1-5; and (3) F Street Reservoir. Flatiron Reservoir Nos. 1 and 2 are also known as “the Poudre Ponds at Greeley” and referred to herein as “Poudre Ponds.” Flatiron Reservoir Nos. 3 and 4 are also known and referred to herein as “Parcel B.” 4. Description of Conditional Storage Rights. A. Original Decree: Case No. 1999CW234, District Court, Water Division No. 1, entered on August 26, 2009. B. Legal description: The Conditional Storage Rights, as described in Case No. 99CW234, involve the following structures, as shown on the map attached to the Application as Exhibit A. i. Name and legal description of reservoirs (all locations in 6th P.M., Weld County, Colorado): (1) 8th Street Reservoir: to be constructed in parts of the N1/2 of the SE1/4 of the SW1/4, the S1/2 of the NE1/4 of the SW1/4, the N1/2 of the SW1/4 of the SE1/4 and the S1/2 of the NW1/4 of the SE1/4 all in Section 4, Township 5 North, Range 65 West. (2) Flatiron Reservoir Nos. 1-5: Flatiron Reservoir Nos. 1 and 2 have been constructed and Flatiron Reservoir Nos. 3-5 are to be constructed in parts of Section 36, Township 6 North, Range 66 West, that lie South of the centerline of the Cache la Poudre River, West of 25th Avenue, North of F Street, and East of 35th Avenue. (3) F Street Reservoir: to be constructed in parts of the NE1/4 of the SE1/4 and the portion of land lying South of railroad in the SE1/4 of the NE1/4 all in Section 34, Township 6 North, Range 66 West. ii. Name, legal location, and fill rate of structures used to fill reservoirs (all locations in 6th P.M., Weld County, Colorado): (1) 8th Street Reservoir: (a) Ogilvy Canal: the headgate for which is located on the north bank of the Cache la Poudre River in the SE1/4 of the SW1/4 of Section 4, Township 5 North, Range 65 West. 125 c.f.s. (b) Wells, infiltration galleries, or other diversion structures to be constructed in or adjacent to the alluvial aquifer tributary to the Cache la Poudre River and located within 1000 feet of the 8th Street Reservoir, including, without limitation, at the following location: 8th Street Reservoir Infiltration Gallery/Well No. 1: Located adjacent to the Cache la Poudre River at a point approximately 2,300 feet East of the West Section line and 500 feet North of the South Section line of Section 4, Township 5 North, Range 65 West. 30 c.f.s. (2) Flatiron Reservoir Nos. 1-5: (a) Greeley Canal No. 3, the headgate for which the decreed location is the NW1/4 of the SE1/4, Section 32, Township 6 North, Range 66 West, at a point approximately 1,900 feet West of the East Section Line and 2,200 feet North of the South Section Line of said Section 32.25 c.f.s. (b) Boyd and Freeman Ditch, the headgate for which the decreed location is on the South side of the Cache la Poudre River in Section 34, Township 6 North, Range 66 West. 54 c.f.s. (c) 35th Avenue Drainage Ditch Diversion Point, a point constructed on the 35th Avenue Drainage Ditch in the SW1/4 of the NW1/4 of Section 36, Township 6 North, Range 66 West. 225 c.f.s. (d) Wells, infiltration galleries, or other diversion structures to be constructed in or adjacent to the alluvial aquifer tributary to the Cache la Poudre River and located within 1000 feet of any or all of the Flatiron Reservoirs, including, without limitation, at the following locations: Flatiron Reservoir Infiltration Gallery/Well No. 1: Located adjacent to the Cache la Poudre River at a point approximately 2,400 feet West of the East Section line and 800 feet South of the North Section line of Section 36, Township 6 North, Range 66 West; Flatiron Reservoir Infiltration Gallery/Well No. 2: Located adjacent to the Cache la Poudre River at a point approximately 950 feet East of the West Section line and 1,050 feet South of the North Section line of Section 36, Township 6 North, Range 66 West. 30 c.f.s. for each infiltration gallery/well. (3) F Street Reservoir: (a) Canal No. 3, the headgate for which is decreed to be located in the NW1/4 of the SE1/4, Section 32, Township 6 North, Range 66 West, at a point approximately 1,900 feet West of the East Section Line and 2,200 feet North of the South Section Line of said section 32. 25 c.f.s. (b) Boyd and Freeman Ditch, the headgate for which the decreed location is on the South side of the Cache la Poudre River in Section 34, Township 6 North, Range 66 West. 54 c.f.s. (c) Wells, infiltration galleries, or other diversion structures to be constructed in or

adjacent to the alluvial aquifer tributary to the Cache la Poudre River and located within 1000 feet of the F Street Reservoir, including, without limitation, at the following location: F Street Reservoir Infiltration Gallery/Well No. 1: Located adjacent to the Cache la Poudre River at a point approximately 1,200 feet West of the East Section Line and 2,300 feet South of the North Section Line of Section 34, Township 6 North, Range 66 West. 30 c.f.s. iii. The maximum combined rate of diversion of water pursuant to the Conditional Storage Rights into the reservoirs through the facilities described above is 225 c.f.s. C. Source: Cache la Poudre River and surface and ground water tributary thereto. D. Amount: i. 8th Street Reservoir: approximately 1,975 acre-feet, conditional, with a right to refill as limited below. Active capacity: same. ii. Flatiron Reservoir Nos. 1-5: approximately 6,252 acre-feet, conditional, with a right to refill as limited below. Active capacity: same. iii. F Street Reservoir: approximately 325 acre-feet, conditional, with a right to refill as limited below. Active capacity: same. iv. The reservoirs described above have not yet been fully completed; therefore, the storage amounts listed are estimates. Actual storage amounts of the completed reservoirs may differ from the estimated amounts; however, the total amount of the storage rights shall not exceed 8,552 acre-feet, excluding refills. The total volume of water stored annually in the reservoirs shall not exceed 22,000 acre-feet. The reservoirs may be filled and refilled with up to 20,580 acre-feet of water annually under the 1999 priority and up to 1,420 acre-feet annually under the 2006 priority. Any carryover of 1999 priority storage water into the new water year shall count against the 20,580 acre-foot annual volumetric limit, and any carryover of 2006 priority storage water into the new water year shall count against the 1,420 acre-foot annual volumetric limit. E. Date of appropriation: The first 8,000 acre-feet of total storage in the above-described reservoirs shall be administered with an appropriation date of December 14, 1999 and a filing date of December 30, 1999. The remaining storage in the above-described reservoirs shall be administered with an appropriation date of September 20, 2006 and a filing date of October 24, 2006. F. Use: All municipal purposes, including, but not limited to, domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection, sewage treatment, power generation, street sprinkling, recreational, fish and wildlife propagation, lake and reservoir evaporation, exchange (including further exchange within Greeley’s system and with other water users), maintenance of adequate storage reserves, maintenance of operating detention, maintenance of historical return flows as required by judicial or administrative order, and replacement, augmentation or substitution. Greeley has the right to fully consume such water, whether by direct use, storage and subsequent release, reuse, successive use, further exchange or disposition. Conditional Rights of Exchange 5. Name of Structures: Greeley’s Lower Cache la Poudre Exchanges. 6. Description of Conditional Rights of Exchange. A. Original Decree: Case No. 1999CW234, District Court, Water Division No. 1, entered on August 26, 2009. B. Legal Location of Conditional Rights of Exchange. The Conditional Storage Rights, as described in Case No. 99CW234, involve the following structures, as shown on the map attached to the Application as Exhibit A. i. Exchange-from Points (Points of Substitution and Exchange) (all locations in 6th P.M., Weld County, Colorado): (1) Greeley’s Water Pollution Control Facility (“Wastewater Treatment Plant”) Outfall, the approximate location of which is 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, Township 5 North, Range 65 West. (2) Lonetree (Swift) Industrial Wastewater Treatment Plant Outfall, located on Lone Tree Creek approximately 1 mile upstream of the confluence of that creek and the South Platte River in Section 31, Township 6 North, Range 64 West. (3) 8th Street Reservoir outlet, to be constructed in Section 4, Township 5 North, Range 65 West. (4) Outlet(s) for Flatiron Reservoir Nos. 1-5, to be constructed in Section 36, Township 6 North, Range 66 West. (5) F Street Reservoir outlet, to be constructed in Section 34, Township 6 North, Range 66 West; (6) 35th Avenue Reservoir outlet(s), to be constructed in Sections 34 and/or 35, Township 6 North, Range 66 West. (7) Release Structures for Greeley Canal No. 3 including, but not limited to: (a) 23rd Avenue Spillway, which is located in the Northeast Quarter of the Southeast Quarter (NE1/4 SE1/4) of Section 1, Township 5 North, Range 66 West, at a point approximately 1,050 feet West of the East section line and 2,450 feet North of the South section line of said Section 31 and which discharges into the Cache la Poudre River in the Southwest Quarter of the Northwest Quarter (SW1/4 NW1/4) of Section 31, Township 6 North,

Range 65 West, at a point approximately 400 feet East of the West section line and 2,750 feet North of the South section line of said Section 31. (b) 16th Street Release Structure, which is located in the Northwest Quarter of the Southeast Quarter (NW1/4 SE1/4) of Section 10, Township 5 North, Range 65 West, at a point approximately 1,950 feet West of the East section line and 2,600 feet South of the North section line of said Section 10 and which discharges into the Cache la Poudre River in the Northeast Quarter of the Northeast Quarter (NE1/4 NE1/4) of said Section 10 at a point approximately 50 feet West of the East section line and 1,100 feet South of the North section line of said Section 10. (c) F Street Release Structure, which is to be located approximately 1,575 feet east of the West Section line and 750 feet north of the South Section line of Section 34, Township 6 North, Range 66 West. (8) 35th Avenue Drainage Ditch, which is located in the Southwest Quarter of the Southwest Quarter (SW1/4 SW1/4) of Section 36, Township 6 North, Range 66 West at a point approximately 50 feet East of the West Section line and 50 feet North of the South Section line of said Section 36 and which discharges into the Cache la Poudre River in the Northwest Quarter of the Northwest Quarter (NW1/4 NW1/4) of said Section 36 at a point approximately 50 feet East of the West section line and 600 feet South of the North section line of said Section 36. (9) W.W. Farm Lake Nos. 1-4 outlet(s), to be constructed in Sections 32 and/or 33, Township 6 North, Range 66 West. ii. Exchange-to Points (Points of Diversion by Exchange) (all locations described from 6th P.M., Weld County, Colorado): (1) Ogilvy Canal headgate, which is located on the north bank of the Cache la Poudre River in the SE1/4 of the SW1/4 of Section 4, Township 5 North, Range 65 West. (2) Boyd and Freeman Ditch headgate, the decreed location for which is on the South side of the Cache la Poudre River on Section 34, Township 6 North, Range 66 West. (3) Greeley Canal No. 3 headgate, the decreed location for which is in the NW1/4 of the SE1/4, Section 32, Township 6 North, Range 66 West, at a point approximately 1,900 feet West of the East section line and 2,200 feet North of the South section line of said Section 32. (4) Wells, infiltration galleries, or other diversion structures described in Paragraph 4.B.ii., and the following wells, infiltration galleries, or other diversion structures including the following: 35th Avenue Reservoir Infiltration Gallery No. 1: to be located on the south or east bank of the Cache la Poudre River in the SE1/4 NE1/4, Section 34, Township 6 North, Range 66 West; 35th Avenue Reservoir Infiltration Gallery No. 2: to be located on the south bank of the Cache la Poudre River in the NW1/4 NW1/4, Section 35, Township 6 North, Range 66 West; 35th Avenue Reservoir Infiltration Gallery No. 3: to be located on the south bank of the Cache la Poudre River in the NE1/4 NW1/4, Section 35, Township 6 North, Range 66 West; 35th Avenue Reservoir Infiltration Gallery No. 4: to be located on the south bank of the Cache la Poudre River in the NW1/4 NE1/4, Section 35, Township 6 North, Range 66 West; 35th Avenue Reservoir Infiltration Gallery No. 5: to be located on the south bank of the Cache la Poudre River in the NE1/4 NE1/4, Section 35, Township 6 North, Range 66 West; 35th Avenue Reservoir Infiltration Gallery No. 6: to be located on the south or east bank of the Cache la Poudre River in the NE1/4 NE1/4, Section 34, Township 6 North, Range 66 West; WW Farm Infiltration Gallery No. 1: Located adjacent to the Cache la Poudre River at a point whence the Northwest corner of Section 32, Township 6 North, Range 66 West, bears North 38 degrees 25 minutes West a distance of 3,180 feet; and WW Farm Infiltration Gallery No. 2: Located adjacent to the Cache la Poudre River at a point whence the Northwest corner of Section 32, Township 6 North, Range 66 West, bears North 54 degrees 46 minutes West a distance of 4,960 feet. (5) 35th Avenue Drainage Ditch Diversion Point: a diversion structure located on the 35th Avenue Drainage Ditch in the SW1/4 of the NW1/4 of Section 36, Township 6 North, Range 66 West. (6) W. R. Jones Ditch: the headgate for which is located on the south side of the Cache La Poudre River in the SW1/4 of Section 36, Township 6 North, Range 67 West, at a point located approximately south 2,950 feet and east 850 feet from the northwest corner of said Section 36. (7) Whitney Irrigation Company Ditch: the headgate for which was originally situated in Section 20, Township 6 North, Range 67 West. The diversion point is now situated 1¬3/4 miles upstream of the original point in the SE1/4 of Section 19, Township 6 North, Range 67 West, at a point located approximately south 2,900 feet and west 2,500 feet from the northeast corner of said Section 19, Township 6 North, Range 67 West. iii. Places of Storage Following Exchange: Following Greeley’s diversion of water by exchange as outlined herein, water will be stored simultaneously in the places of storage described in Paragraph 4.B.i. and/or such other places of storage to be constructed in Sections 32,

33, 34, and/or 35, Township 6 North, Range 66 West, 6th P.M., Weld County, Colorado, in which Greeley may acquire a right to store water, including without limitation W.W. Farm Lakes, more particularly described in the decree entered in Case No. 90CW23, and 35th Avenue Reservoir, more particularly described in the decree entered in Case No. 98CW476. Greeley intends to fill and repeatedly refill these reservoirs by exchange. C. Source: Cache la Poudre River and surface and ground water tributary thereto. D. Date of appropriation: December 14, 1999. E. Amount: Maximum combined rate of diversion of water by exchange will be 225 c.f.s.; Table 1 of 1999CW234 decree. F. Use: To the extent the substitute supplies are decreed for such use, water diverted under these rights of exchange will be used for all municipal purposes, including, but not limited to, domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection, sewage treatment, power generation, street sprinkling, recreational, fish and wildlife propagation, lake and reservoir evaporation, exchange (including further exchange within Greeley’s system and with other water users), maintenance of adequate storage reserves, maintenance of operating detention, maintenance of historical return flows as required by judicial or administrative order, and replacement, augmentation or substitution. Greeley has the right to fully consume such water to the same extent as is permitted for the sources of substitute supply provided in exchange, whether by direct use, storage and subsequent release, reuse, successive use, further exchange or disposition. Finding of Diligence 7. Integrated System: The Conditional Storage Rights and Conditional Rights of Exchange originally decreed in Case No. 99CW234 were and are conceived and planned to be operated as 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. 8. 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 rounded to the nearest thousand dollars: The following activities and structure improvements facilitate Greeley’s ability to divert, capture and control water stored under the Conditional Storage Right and Conditional Rights of Exchange. The following activities and structure improvements also facilitate Greeley’s ability to treat, deliver, and use water rights changed for municipal purposes, which results in fully-consumable return flows being released from the Greeley’s Wastewater Treatment Plant and the Lonetree (Swift) Industrial Wastewater Treatment Plant, that may be exchanged and stored under the subject Conditional Rights of Exchange. A. Parcel B (a/k/a Flatiron Reservoir Nos. 3 and 4): i. In 2012, Greeley purchased Parcel B for approximately $528,000. ii. In 2012, Greeley began mining Parcel B and developing it for water storage. During this diligence period, Greeley has spent a total of $1,790,000 in mining costs. Greeley spent, approximately, $563,000 in 2012; $466,000 in 2013; $424,000 in 2014; and $87,000, to date, in 2015. An additional $250,000 was spent on environmental assessment and engineering. B. 8th Street Reservoir: In 2012, Greeley entered into an augmentation agreement with Greeley Urban Renewal Authority. Pursuant to the augmentation agreement, Greeley has agreed to augment the out-of-priority depletions associated with a gravel pit located on a portion of the real property on which the 8th Street Reservoir is to be constructed. Greeley has agreed to augment the gravel pit for valuable consideration, including the right to negotiate for the purchase of the water storage located thereon if and when Greeley Urban Renewal Authority decides to transfer or dispose of the real property. C. Poudre Ponds (a/k/a Flatiron Reservoir Nos. 1 and 2): i. In 2013-2014, Greeley winterized pumps at Poudre Ponds. Greeley spent $25,000 in engineering costs and $268,000 in constructions costs. ii. In 2015, Greeley spent approximately $17,000 repairing damage caused by a flooding event and armoring Poudre Ponds. Specifically, Greeley placed riprap along the bank of Cache la Poudre River adjacent to Poudre Ponds and reconstructed the intervening bike path. D. Treatment of Changed Water Rights: i. Improvements to the Boyd Lake Treatment Plant: (1) 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 approximately $195,000 on this construction. (2) 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 approximately $476,000 on this construction. ii. Improvements to Greeley’s Wastewater Treatment

Plant: (1) In 2009, Greeley replaced drain valves for the three primary clarifiers. Greeley expended approximately $218,000 on this replacement project. (2) In 2010-2011, Greeley upgraded the electrical control panels for all three of the facility’s centrifuges and overhauled a conveyor on one of the thickening centrifuges. Greeley expended approximately $450,000 on these upgrades. (3) In 2010-2012, Greeley increased the aeration capacity for all four basins, installed a new air diffuser system and air piping, modified the blower building, installed six new high-speed turbo blowers, and replaced the old centrifugal blowers in order to improve the facility’s ability to remove ammonia. Greeley expended approximately $3,012,000 on this project. (4) In 2011-2012, Greeley added a new fiber optic cable at its facility. Greeley expended approximately $68,000 on this installation. (5) In 2011-2012, Greeley drafted a long-range master plan for the South Plant Solids Handling & Treatment Improvements. Greeley expended approximately $346,000 on creating this plan. E. Changed Water Rights: i. In Case No. 2006CW258, decreed January 4, 2012, Greeley changed 75 shares of class B common stock in the Windsor Reservoir and Canal Company from irrigation to irrigation and all municipal and related uses, including the right to reuse, successively use and dispose of to extinction water diverted pursuant to the 75 Shares. ii. In Case No. 2007CW190, decreed November 7, 2014, Greeley changed 22.5 shares in the Water Supply and Storage Company from irrigation to alternate uses for irrigation and all municipal and related uses, including the right to reuse, successively use and dispose of to extinction water diverted pursuant to the 22.5 Shares. iii. During the diligence period, Greeley participated in the Windy Gap Firming Project, which firms the yield of Greeley’s Windy Gap Units. Water represented by Windy Gap Units may be reused and successively used and disposed of to extinction. During this diligence period Greeley expended approximately $484,000 through 2014. Greeley spent approximately: $80,000 in 2009; $80,000 in 2010; $162,000 in 2012, and $162,000 in 2014. F. Maintenance and Improvement of Other Structures: During the diligence period, Greeley expended approximately $1,444,000.00 in pro rata special assessments through the Boyd Irrigation Company to reconstruct the headgate, construct a return flow structure for the ditch, and to repair damage caused by several flooding events that occurred in 2010, 2013, and 2014. G. Work by Greeley Staff, Outside Counsel and Consultants: i. Greeley’s Water and Sewer Department staff regularly monitor river conditions to assess whether water may be stored under the Conditional Storage Rights or exchanged and stored under the Conditional Rights of Exchange. ii. During the diligence period, Greeley has participated as an objector in water court cases in order to prevent injury to this and other of its Cache la Poudre River and South Platte River water rights. iii. During the diligence period, Greeley made revisions to its accounting in response to a State Engineer’s audit. Claims to Make Conditional Storage Rights and Conditional Rights of Exchange Absolute, in Part 9. Claims to Make Absolute, in Part: A. Conditional Storage Rights Made Absolute, in Part: i. Date Conditional Storage Right applied to Beneficial Use: During the 2007-2014 water years, beginning approximately February 1, 2007. a. Amount: 1,304 acre-feet of the 8,552 acre-foot first fill absolute, with 7,248 of the first fill and the entire refill amount remaining conditional. b. Use: All uses defined under Paragraph 4.E. above. ii. Diversions and Beneficial Use: A maximum of 1,304 acre-feet of water was diverted at the 35th Avenue Drainage Ditch and at the Boyd and Freeman Ditch headgate under the 1999 storage priority and was subsequently stored in Poudre Ponds (a/k/a Flatiron Nos. 1 and 2). The capacity of Poudre Ponds is currently 1,458 acre-feet. Table 1 of Exhibit B attached to the Application, summarizes monthly diversions to storage in Poudre Ponds and demonstrates Greeley’s exercise of the Conditional Storage Right. B. Conditional Rights of Exchange Made Absolute, in Part: i. Date Conditional Exchange Rights applied to Beneficial Use: During the 2007-2013 water years, beginning approximately March 1, 2007. a. Amount: 10.54 c.f.s. absolute for exchanges from Greeley’s Wastewater Treatment Plant with 19.46 c.f.s. of the 30 c.f.s. maximum rate of exchange to remain conditional. b. Use: All uses defined under Paragraph 6.E. above. ii. Diversions and Beneficial Use: Greeley exchanged a maximum rate of 10.54 c.f.s. from Greeley’s Wastewater Treatment Plant to one or more of the decreed exchange-to points. Table 2 of Exhibit B summarizes monthly maximum rates of exchange operated by Greeley from the Wastewater Treatment Plant under the Conditional Rights of Exchange. The exchanges were exercised under the 1999 priority and, when required, with permission of the Ogilvy Land and Irrigation Company. Water diverted by exchange was subsequently stored in Poudre

Ponds (a/k/a Flatiron Nos. 1 and 2) and accounted for separately from water stored under the Conditional Storage Right. 10. 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: A. 8th Street Reservoir, outlet and infiltration gallery/well: Greeley Urban Renewal Authority, 1100 10th Street, Suite 201, Greeley, CO 80631 and Leprino Foods Company, 1830 W 38th Ave Denver, CO 80211-2200. B. F Street Reservoir, outlet and infiltration gallery/well: Applicant. C. Flatirons Reservoir Nos. 1-5, outlet(s) and infiltration galleries/wells: Applicant. D. 35th Avenue Reservoir, outlet(s) and infiltration galleries/wells: Martin Marietta Materials Inc., c/o Baden Tax Management, PO Box 8040, Fort Wayne, IN 46898. E. W.W. Farm Lakes, outlet(s) and infiltration galleries: Aggregate Industries - WCR Inc., 1687 Cole Boulevard, Suite 300, Lakewood, CO 80401-3318; Aggregate Industries, 6401 Golden Triangle Drive, Suite 40, Greenbelt, MD 20770-3204; and Camas Colorado Inc. (79.99% Interest) and Denver Aggregates Inc. (20.01% interest) c/o Aggregate Industries-WRC Inc. 1687 Cole Boulevard, Suite 300, Lakewood, CO 80401-3318. F. Greeley Canal No. 3: Applicant and Greeley Irrigation Company, 1025 9th Avenue, Suite 309, Greeley, CO 80631. G. Boyd and Freeman Ditch: Boyd Irrigation Company, 1100 10th Street, Suite 300, Greeley, CO 80631, United States. H. Greeley Wastewater Treatment Plant Outfall: Applicant. I. Ogilvy Canal: Ogilvy Land and Irrigation Company, c/o Witwer Oldenburg Barry & Johnson LLP [28639 Weld County Road 58 1/2, Greeley, CO 80631] 822 7th Street, Suite 760, Greeley, CO 80631. J. W. R. Jones Ditch: Mr. Randy Knutson, President, c/o Central Colorado Water Conservancy District, 3209 West 28th Street, Greeley, CO 80631. K. Whitney Irrigation Company Ditch: The Whitney Irrigating Ditch Company, 30951 County Road 27, Greeley, CO 80631. WHEREFORE: Greeley requests the Court enter a decree finding (1) that Greeley has exercised reasonable diligence toward completion of the appropriation for the Conditional Storage Rights and Conditional Rights of Exchange, as decreed in Case No. 99CW234, and continuing said conditional water rights for another six-year diligence period; and (2) that Greeley has made the rights described in Paragraph 9 absolute for the decreed uses in the amounts claimed above. (14 pages) 15CW3100 (08CW270). Pete C. Kuyper, P.O. Box 729, Divide, CO 80814 (719) 687-6011. Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, Colorado 80302. IN TELLER COUNTY, COLORADO. APPLICATION TO MAKE PORTION OF A CONDITIONAL WATER STORAGE RIGHT ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF PETE C. KUYPER. DISTRICT COURT, WATER DIVISION NO. 1, STATE OF COLORADO, 901 9th Street, Greeley, CO 80632. 1. Name, address and telephone number of applicant: Pete C. Kuyper, P.O. Box 729, Divide, CO 80814 (719) 687-6011. Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, Colorado 80302. 2. Name of structures: Divide Reservoir No. 1 (a/k/a Kuyper Reservoir No. 1) 3. Description of conditional water rights: (a) Decree: Decreed by the District Court in and for Water Division No. 1 in Case No. 85CW453 on October 5, 1988. Previous diligence decrees were entered in Case No. 94CW181 on October 12, 1995, Case No. 01CW173 on December 11, 2002, and Case No. 08CW270 on August 12, 2009. By decree in Case No. 13CW3117 entered on October 30, 2014, the decreed location of Divide Reservoir No. 1 was corrected to that set forth below.(b) Decreed location: NE1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 1,112 feet south of the north section line and 2,312 feet east of the west section line of said Section 7. (c) Source: The source of water for Divide Reservoir No. 1 is surface and groundwater tributary to Rule Creek, a tributary of Trout Creek, a tributary of Horse Creek, a tributary of the South Platte River. These waters include runoff from surrounding property, water diverted from wells to be located in parts of Sections 6 and 7, T13S, R69W, 6th P.M., and delivered to the Reservoir by means of pipes or surface ditches, and water diverted from Rule Creek; provided, however, that wells can be used to fill the Reservoir only if the prior written consent is obtained from the State or Division Engineers. (d) Appropriation date: December 30, 1985. (e) Amount: 50 acre feet, with the right to refill continuously whenever in priority. (f) Use: Irrigation, municipal, fire protection, commercial, industrial, domestic,

recreational, fish propagation, aesthetic uses and augmentation purposes. 4. Claim to Make Portions Absolute. The Divide Reservoir No. 1 has been constructed, a stage area capacity table created, and an outflow measuring device and staff gage installed. Water has been stored in the reservoir in priority in the amount of at least 8.4 acre feet on various occasions, including on July 28, 2015. 5. Claim for Reasonable Diligence: Since the last diligence decree was entered in August, 2009, applicant has undertaken the following specific activities which demonstrate diligence with regard to the subject conditional right: (a) Extensive repairs and updgrades were made to Divide Reservoir No. 1, including installation of a new measuring device, staff gage and improved outlet works. (b) Applicant put water to beneficial use water from Kuyper Well Nos. 1, 3 and 4 which are part of the integrated water supply system of which Divide Reservoir No. 1 is decreed to be a part and which provides augmentation water for such wells. Applicant also re-drilled Well No. 1. (c) Applicant filed for and obtained findings of reasonable diligence in Case Nos. 08CW271 (Kuyper Well Nos. 1-11), 11CW41 (Kuyper Well Nos. 13 and 14), and 13CW3099 (Divide Reservoir Nos. 2 and 3) concerning other aspects of the integrated water supply system of which the subject wells are decreed to be a part. All diligence activities found in those cases are also claimed herein with respect to the subject wells. (d) Applicant filed for and obtained a conditional right of exchange for the Woodland Park/Divide Exchange in Case No. 10CW82 by decree dated June 14, 2011 to provide additional sources of augmentation water for storage in Divide Reservoir Nos. 1, 2 and 3. (e) A new Scada interface for remote reading and operation of the wells and water treatment plan that are part of the integrated water system was purchased and installed. (f) New meters were installed in Kuyper Well Nos. 1 and 4 which are part of the integrated water system. (g) New lightning protection was purchased and installed at the water treatment plant. (h) The building that houses the controls for Well No. 1 was replaced. (i) Two new water main crossings were installed under State Highways 24 and 67. (j) Applicant expended in excess of $240,000 toward development of the central water supply system of which the subject wells are a part during this diligence period. (5 pages) 15CW3101 (08CW271). Pete C. Kuyper, P.O. Box 729, Divide, CO 80814 (719) 687-6011. Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, Colorado 80302. IN TELLER COUNTY, COLORADO. APPLICATION TO MAKE PORTIONS OF CONDITIONAL UNDERGROUND WATER RIGHTS ABSOLUTE AND FOR FINDING OF REASONABLE DILIGENCE. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF PETE C. KUYPER. DISTRICT COURT, WATER DIVISION NO. 5, STATE OF COLORADO, 901 9th Street, Greeley, CO 80632. 1. Name, address and telephone number of applicant: Pete C. Kuyper, P.O. Box 729, Divide, CO 80814 (719) 687-6011. Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, Colorado 80302. 2. Name of structures: Kuyper Well Nos. 1 through 11. 3. Description of conditional water rights: (a) Decree: Decreed by the District Court in and for Water Division No. 1 in Case No. 85CW452 on October 5, 1988. Previous diligence decrees were entered in Case No. 94CW180 on October 12, 1995, Case No. 01CW174 on December 11, 2002, and Case No. 08CW271 on August 12, 2009. By decree in Case No. 13CW3117 entered on October 30, 2014, the decreed locations of Kuyper Well No. 1, Kuyper Well No. 3, and Divide Reservoir No. 1 were corrected to those set forth below. (b) Decreed locations: Kuyper Well No. 1 is located in the NW1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 1,209 feet south of the north section line and 147 feet east of the west section line of said Section 7. Kuyper Well No. 2 is located in the SW1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 1,400 feet south of the north section line and 400 feet east of the west section line of said Section 7. Kuyper Well No. 3 is located in the SW1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 1,728 feet south of the north section line and 378 feet east of the west section line of said Section 7. Kuyper Well No. 4 is located in the NW1/4SW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 3,400 feet south of the north section line and 700 feet east of the west section line of said Section 7. Kuyper Well No. 5 is located in the SW1/4SW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 4,100 feet south of the north section line and 800 feet east of the west section line of said Section 7. Kuyper Well No. 6 is located in the SW1/4SW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 4,800 feet south of the north section

line and 900 feet east of the west section line of said Section 7. Kuyper Well No. 7 is located in the NW1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 900 feet south of the north section line and 1,300 feet east of the west section line of said Section 7. Kuyper Well No. 8 is located in the NE1/4SW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 3,200 feet south of the north section line and 1,500 feet east of the west section line of said Section 7. Kuyper Well No. 9 is located in the NE1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 800 feet south of the north section line and 2,500 feet east of the west section line of said Section 7. Kuyper Well No. 10 is located in the SE1/4NW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 2,200 feet south of the north section line and 2,400 feet east of the west section line of said Section 7. Kuyper Well No. 11 is located in the NE1/4SW1/4 of Section 7, T. 13 S., R. 69 W., 6th P.M. at a point 3,250 feet south of the north section line and 2,300 feet east of the west section line of said Section 7. (c) Source: Groundwater tributary to Rule Creek, a tributary of Trout Creek, a tributary of Horse Creek, a tributary of the South Platte River. (d) Appropriation date: November 11, 1985 for each well. (e) Amount: 200 gpm each, with total diversions of all wells not to exceed 400 acre feet annually. (f) Use: Irrigation, municipal, fire protection, commercial, industrial, domestic, recreational, fish propagation, and aesthetic uses. The wells may also be used to fill and maintain Kuyper (a/k/a Divide) Reservoir Nos. 1, 2 and 3, but only if the prior written consent is obtained from the State or Division Engineers. The decreed recreational, fish propagation and aesthetic uses will only be made if and when the water is lawfully stored in Kuyper (a/k/a Divide) Reservoir Nos. 1, 2 and/or 3. The wells are alternate and supplemental points of diversion for one another. The wells are part of an integrated municipal water supply system. 4. Claim to Make Portions Absolute. (a) Kuyper Well No. 1 (Well Permit No. 42522-F-R) was drilled and completed in July 2011 and a Well Construction and Test Report filed on August 3, 2011. A pump was installed in May 2012 and a Pump Installation and Test Report filed on May 22 6, 2012. Since that time, the well has been pumped and used for irrigation, municipal, fire protection, commercial, industrial, and domestic purposes at the maximum rate of 65 gpm. Applicant seeks to make such amount absolute for the foregoing uses. (b) Kuyper Well No. 3 (Well Permit No. 057107-F) was drilled and completed in July 2002 and a Well Construction and Test Report filed that same month. A pump was installed in August 2002 and a Pump Installation and Test Report filed on October 29, 2002. Since that time, the well has been pumped and used for irrigation, municipal, fire protection, commercial, industrial, and domestic purposes at the maximum rate of 36 gpm. Applicant seeks to make such amount absolute for the foregoing uses. (c) Kuyper Well No. 4 (Well Permit No. 62802-F) was drilled and completed in July 2005 and a Well Construction and Test Report filed on August 8, 2005. A pump was installed in September 2005 and a Pump Installation and Test Report filed on April 6, 2006. Since that time, the well has been pumped and used for irrigation, municipal, fire protection, commercial, industrial, and domestic purposes at the maximum rate of 74 gpm. Applicant seeks to make such amount absolute for the foregoing uses. 5. Claim for Reasonable Diligence: Since the last diligence decree was entered in August, 2009, applicant has undertaken the following specific activities which demonstrate diligence with regard to the subject conditional rights: (a) As set forth above, applicant put water from Kuyper Well Nos. 1, 3 and 4 to beneficial use. Kuyper Well No. 1 was also re-drilled in 2011. All of the wells are decreed as alternate and supplement points of diversion for the other Kuyper Wells. (b) Applicant filed for and obtained findings of reasonable diligence in Case Nos. 08CW270 (Divide Reservoir No. 1), 11CW41 (Kuyper Well Nos. 13 and 14), and 13CW3099 (Divide Reservoir Nos. 2 and 3) concerning other aspects of the integrated water supply system of which the subject wells are decreed to be a part. All diligence activities found in those cases are also claimed herein with respect to the subject wells. (c) Applicant filed for and obtained a conditional right of exchange for the Woodland Park/Divide Exchange in Case No. 10CW82 by decree dated June 14, 2011 to provide additional sources of augmentation water for the operation of the subject Kuyper Wells. (d) A new Scada interface for remote reading and operation of the wells and water treatment system was purchased and installed. (e) New meters were installed in Well Nos. 1 and 4. (f) New lightning protection was purchased and installed at the water treatment plant. (g) Extensive repairs and updgrades were made to Divide Reservoir No. 1 which is a source of augmentation water for the subject wells, including installation of a new measuring device, staff gage and improved outlet works.

(h) The building that houses the controls for Well No. 1 was replaced. (i) Two new water main crossings were installed under State Highways 24 and 67. (j) Applicant expended in excess of $240,000 toward development of the central water supply system of which the subject wells are a part during this diligence period. (6 pages) 15CW3102, Dallas and Leslie Evans, 1393 Buffalo Trail, Elizabeth, CO 80107 (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. 35.1 acres generally located in the S1/2NW1/4 of Section 11, T9S, R65W of the 6th P.M., as described and 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: Upper Dawson: 16 acre-feet, Lower Dawson: 9 acre-feet, Denver: 13 acre-feet, Arapahoe: 13 acre-feet, Laramie-Fox Hills: 10 acre-feet. Proposed Use: Domestic, commercial, industrial, irrigation, agriculture, 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 of the 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 inhouse use in up to two single family residences, irrigation of lawn, garden, trees, pasture and hay on the Subject Property, stockwatering, and storage. Applicants reserve the right to revise these uses without having to amend the application or republish the same. Sewage treatment for inhouse use will be provided by non-evaporative septic systems 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. Applicants estimate that depletions occur to the Running Creek and South Platte River stream systems. 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, Applicants pray that this Court grant the application and for such other relief as seems proper in the premises. (6 pages).

15CW3103 (04CW72) FORT MORGAN RESERVOIR AND IRRIGATION COMPANY. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN MORGAN AND WELD COUNTIES . Name, address and telephone number of Applicant: Fort Morgan Reservoir & Irrigation Company (“FMRIC”), c/o Cynthia Vassios, P.O. Box 38, Fort Morgan, CO 80701, (970) 867-7561. Direct all pleadings to: Cynthia F. Covell and Andrea L. Benson, Alperstein & Covell P.C., 1600 Broadway, Suite 900, Denver, CO 80202. Name of structures: Great Western Well No. 014000-F (aka Fort Morgan Plant Well No. 3); Western Sugar/Fort Morgan Well (aka Fort Morgan Plant Well No. 2) (Collectively “Augmentation Wells”). Describe conditional water right giving the following from the Referee’s ruling and judgment and decree: Date and Case Number of Original Decree: August 13, 2009 in Case No. 04CW72 in Water Division No. 1, State of Colorado. Great Western Well No. 014000-F (aka Fort Morgan Plant Well No. 3. Well Permit: Permit No. 67972-F. Location: SW1/4 of the SW1/4 of Section 31, Township 4 North, Range 57 West of the 6th P.M. at a point which is 33 feet North and 1,241 feet East of the Southwest Corner of said Section 31, in Morgan County, Colorado. Depth: 125 feet. Capacity: 2,500 gpm, CONDITIONAL for augmentation uses. Date of Appropriation: March 31, 2004. Use: Augmentation. Western Sugar/Fort Morgan Well (aka Fort Morgan Plant Well No. 2. Well Permit:

Permit No. 59300-F. Location: SE1/4 of the SE1/4 of Section 36, Township 4 North, Range 58 West of the 6th P.M. at a point that is 159 feet north and 1004 feet west of the Southeast Corner of said Section 36 in Morgan County, Colorado. Depth: 224.5 feet. Capacity: 3,000 gpm, CONDITIONAL for augmentation uses. Date of Appropriation: March 31, 2004. Use: Augmentation. A map depicting the locations of the Augmentation Wells is attached hereto as Exhibit A. Provide a 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: FMRIC operates an augmentation plan decreed in Case No. W-2692, on April 22, 1985 (the “W-2692 Augmentation Plan”) for the benefit of its shareholders. Underground water rights for the Augmentation Wells were decreed in Case No. 04CW72 as supplemental augmentation supplies for the W-2692 Augmentation Plan. Pursuant to C.R.S. § 37-92-301(4)(b), when an integrated system is composed of several features, as is the case here, work on one feature of the system is considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire system. During this diligence period, FMRIC has undertaken work attributable to the Augmentation Wells and the Company’s integrated system as described below, all of which is integral and prerequisite to the orderly development of these conditional water rights. After the Application in Case No. 04CW72 was filed, FMRIC pumped the Augmentation Wells pursuant to a substitute water supply plan, including in November, 2006. A copy of the November 2006 accounting is attached hereto as Exhibit B. The Augmentation Wells have not been pumped since entry of the 04CW72 decree, since the decree limits FMRIC’s use of the wells to times when only other sources of augmentation water are insufficient or unavailable. Since the November, 2006 pumping occurred outside of the diligence period and before the case was decreed, FMRIC is not seeking to make any portion of these water rights absolute by this Application. During this diligence period, Fort Morgan has spent approximately $18,752.37 in expenses to maintain and repair the infrastructure for the Augmentation Wells, in the event such wells are needed. The improvements include installation of a new meter and necessary maintenance and repairs on both wells. During the diligence period from 2009 to the present, FMRIC has spent approximately $333,026.24 for legal and engineering work related to its integrated water system. Specifically, FMRIC has defended against applications filed where it has determined that injury to the Augmentation Well water rights and other water rights could occur in the absence of appropriate terms and conditions, and has filed its own applications for water rights that are now a part of FMRIC’s integrated system. In addition, legal expenses have been incurred in negotiating and memorializing agreements pertaining to the W-2692 Augmentation Plan and the Augmentation Wells themselves. WHEREFORE, Applicant Fort Morgan Reservoir & Irrigation Company, having demonstrated that it has steadily applied effort to complete the appropriation of the subject water rights in a reasonably expedient and efficient manner under all the facts and circumstances, respectfully requests this Court to find that it has exercised reasonable diligence in putting the water rights to beneficial use conditionally decreed in Case No. 04CW72. 15CW3104, Div 1; 15CW3043, Div 2, David A. Wismer and Mary Anne Wismer Trust, ATTN: David A. Wismer, Co-Trustee, 15555 Highway 83, Colorado Springs, Colorado 80921 [719-495-8665]. Robert E. Schween, Robert E. Schween, P.C., 62489 E. Border Rock Rd., Tucson, AZ 85739. Tele: 303-995-7870. Email: respc@q.com. APPLICATION FOR PLAN FOR AUGMENTATION FOR WITHDRAWAL OF NOT NONTRIBUTARY DAWSON AQUIFER GROUNDWATER IN EL PASO COUNTY. David A. Wismer and Mary Anne Wismer Trust, ATTN: David A. Wismer, Co-Trustee, 15555 Highway 83, Colorado Springs, Colorado 80921 [719-495-8665]. Robert E. Schween, Robert E. Schween, P.C., 62489 E. Border Rock Rd., Tucson, AZ 85739. Tele: 303-995-7870. Email: respc@q.com. 2. Background: A. The ground water rights underlying the property and the ground water to be used in this plan for augmentation are owned by the Applicant. Such rights are decreed in Case No. 94-CW-023B, Water Division 1, which amended an original decree in Case No. 85-CW-446, Water Division 1. Such decree was entered by the Water Judge on June 12, 1996. B. The property in question is 701 acres, more or less, located generally in Sections 30 and 31, Township 11 South, Range 65 West of the 6th P.M., in El Paso County. See General Location Map, Exhibit A, and Property Legal Description, Exhibit B hereto.

No part of such property lies within a designated groundwater basin. C. The Water Court has jurisdiction over this application pursuant to sections 37-90-137(4) and -137(9), C.R.S. D. The Applicant intends to waive the 600 feet well spacing requirement for any wells to be located upon the Applicant’s Property. 3. Names of Structures to be Augmented: A. The Applicant has plans to develop the property which include alternatives of various sized separate tracts or lots, with a maximum of 140 residential lots. Upon each lot, either Applicant or the lot purchaser will complete a well into the Dawson aquifer to serve the domestic and irrigation demands of that lot, as described and limited herein. B. Well permit applications have not been submitted at the time of this application for a plan for augmentation. Applicant has not determined the specific locations for all the wells required to withdraw groundwater from the Dawson aquifer, however each well will be constructed within the Subject Property and each well will be designed so that it withdraws water from the Dawson aquifer. Applicant requests the right to locate the wells required to withdraw its entitlement from the Dawson aquifer at any point within the Subject Property without the necessity of republishing or petitioning the Court for the reopening of any decree. See 2 CCR 402-7, Rule 11. C. Applicant owns the property described herein free and clear of all liens or encumbrances and thus certifies its compliance with the lienholder notice provisions set forth in C.R.S. § 37-92-302(2)(b) and § 37-90-137(4)(b.5)(I). 4. Previous Decrees for Water Rights To Be Used for Augmentation Source: A. The decree in Case No. 94-CW-023B, Water Division 1, adjudicating rights in nontributary and not nontributary ground water which are to be used as a sources of replacement water in this augmentation plan, is summarized as follows: (1) Decree Entered: June 12, 1996; (2) Court: District Court, Water Division 1; (3) Type of Water Right: Vested property right to withdraw all groundwater underlying the property in specified aquifers, pursuant to '' 37-90-137(4) and -137(9), C.R.S.; (4) Legal Description: The decreed ground water rights underlie parts of Sections 30 and 31, Township 11 South, Range 65 West of the 6th P.M., El Paso County, consisting of 701 acres, more or less. (5) Sources and Amounts of Ground Water Decreed: Dawson aquifer (Not Nontributary): 201 AF/Year; Laramie-Fox Hills aquifer (Nontributary): 204 AF/Year. (6) Decreed Uses: Reuse and successive uses for all beneficial purposes including municipal, domestic, industrial, commercial, irrigation, stock watering, recreation, fish and wildlife, fire protection, and sanitary purposes, including the right to use, reuse, and successively use such water to extinction. Further, such water may be stored for subsequent use and may be used for augmentation, exchange, and replacement purposes. B. A copy of the decree in said Case No. 94-CW-023B is attached as Exhibit C hereto. 5. Historical Use: Not Applicable. 6. Statement and Description of Plan for Augmentation: A. Source of Augmentation Water. (1) The augmentation sources for this plan will be the fully augmented not nontributary groundwater in the Dawson aquifer and the nontributary groundwater in the Laramie-Fox Hills aquifer underlying Applicant's property, described in Exhibit B. Such sources may be available by direct discharge to the stream system, by percolation and return to the stream system after domestic use, land application, and by rapid infiltration. (2) The average amounts of groundwater available for augmentation purposes are those amounts decreed in the above referenced decree, Case No. 94-CW-023B, Water Division 1. Such average annual amounts are listed in paragraph 4, above. B. Use and Estimated Demand. (1) The Applicant’s property, shown on Exhibit A, will be developed over time with residential homesites. The development will consist of a maximum of 140 home sites or lots of varying acreages of land and each with its own Dawson aquifer well and nonevaporative wastewater discharge (septic) system. (2) A preliminary engineering study indicates that full development of the property, employing standard in-house and lawn irrigation water use limitations, will require no more than approximately 68 acre-feet per year. Each site or lot owner will be allotted an average amount of withdrawal of 0.476 acre-feet. One acre-foot per year is reserved for landscape irrigation of the common area at the entrance of the development. (3) The supply for such demand will be the decreed water rights in the Dawson aquifer underlying the subject parcel, as depicted in Exhibit A. Total average Dawson aquifer amounts available for the development are 68 acre-feet per year, based on a projected 300-year life of the Dawson aquifer. C. Augmentation of Modeled Depletions. (1) Stream Systems Affected: Cherry Creek, tributary to the South Platte River, and Monument Creek, tributary to the Arkansas River. (2) Modeled Stream Depletions: Based on a computer model study produced by Quantum Water & Environment, pumping of up to 68 acre-feet per year from the Dawson aquifer at this location results in maximum depletions to the stream system of approximately 5.23 acre-feet per year, which,

at peak levels of depletion, is 7.7% of the annual amount withdrawn. Maximum stream depletion is reached at approximately the 181st year after pumping commences. See Technical Letter Report, attached as Exhibit D hereto. D. Replacement of Depletions During Pumping Period. (1) Assuming that the development will achieve return flows of 90% of the water used in-house and 10% of the water used for irrigation purposes, the total combined return flows at full build-out will exceed 37 acre-feet per year, calculated as follows:

Type of Use Estimated Annual Amount Domestic Use, Each Lot 0.276 AF Maximum Irrigation, Each Lot 0.200 AF Maximum Withdrawal, Each Lot 0.476 AF Return Flows Generated Estimated Annual Amount Domestic (0.276 AF x 90%) 0.248 AF Irrigation (0.200 AF x 10%) 0.020 AF Total Return Flow, Each Lot 0.268 AF Total Return Flow, 140 Lots 37.58 AF

(2) The domestic return flows will be adequate in quantity to replace depletions caused by the withdrawals of not nontributary ground water from the Dawson aquifer. For the period addressed by this plan, stream depletions caused by the withdrawal of all not nontributary ground water will be adequately augmented by return flows of fully augmented not nontributary groundwater sources. Irrigation return flows will not be accounted for or used for replacement credits under this plan. (3) Excess Return Flows: To the extent that lawn irrigation and domestic effluent returns exceed the quantities needed to fully augment all projected stream depletions, Applicant reserves the right to apply for alluvial wells in the Cherry Creek and Monument Creek basins to recapture and reuse such excess returns. E. Replacement of Depletions During the Post-Pumping Period. (1) Applicant reserves the right to claim and demonstrate that the impact of post-pumping depletions are wholly de minimis and non-injurious and need not be replaced under the law. ' 37-90-137(9), C.R.S. (2) Assuming that such depletions may be determined to be injurious and replacement is required, Applicant will reserve for such purpose the nontributary groundwater in the Laramie-Fox Hills aquifer underlying the property, as such ground water is decreed in Case No. 94-CW-023B, Water Division 1. Such quantity is sufficient to fully replace all water withdrawn under this plan for augmentation. F. Summary of Augmentation Plan. (1) The planned development will require up to 68 acre-feet per year to be produced from the Dawson aquifer. Depletions to the affected stream system from such groundwater production may reach a maximum of 5.23 acre-feet per year. Return flows from uses of such ground water will exceed 37.5 acre-feet per year and will, therefore, adequately replace all projected depletions. (2) To the extent that a "short fall" in actual return flows occurs in any given time period during the first 300 years of operation, adequate nontributary ground water reserves exist to compensate for such short fall. 7. Administration of Plan for Augmentation: The Applicant or any successor in interest shall install and maintain such measuring devices and maintain such accounting forms as necessary to demonstrate the adequacy of Applicant's augmentation efforts as a minimum requirement for administration of its augmentation obligations hereunder. Applicant shall make reports to the Division Engineer as required. 8. Application Filed in Water Divisions 1 and 2: This Application is being filed in Water Divisions 1 and 2 because depletions from the pumping of the Dawson aquifer may occur in both the South Platte and the Arkansas River systems. The return flows set forth herein will accrue to tributaries of the South Platte River system where the majority of stream depletions will occur. Applicant 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. 9. Retained Jurisdiction: A. Applicant requests the Court to retain jurisdiction for a period to be determined after the entry of the decree to protect against injury to other water rights. Applicant requests that any party or entity invoking such retained jurisdiction must make a prima facie case that injury to its water rights has been actually caused by Applicant's withdrawals or operation of this plan for augmentation. B. Further, Applicant requests that the Court retain jurisdiction to resolve any controversy which may arise with respect to well construction, well location(s), and amount, timing, and location of replacements hereunder. C. Finally, Applicant requests the

Court to retain jurisdiction to allow Applicant to file a separate application for the recapture and reuse of the excess return flows. 10. Miscellaneous: A. In the event that a different wastewater treatment system is established for the planned development, Applicant shall amend this application or its decreed plan for augmentation to address such change. B. Applicant asks the Court to enter a decree in this matter: (1) Granting the application sought herein; and (2) Specifically determining that -- (a) Applicant's Dawson aquifer ground water withdrawals may be augmented with return flows from domestic and lawn irrigation uses of such ground water; (b) Return flows from such uses will be adequate to replace any and all injurious stream depletions caused by pumping of such ground water; (c) Granting this application will not injuriously affect the owners or persons entitled to use water under vested water rights or decreed conditional water rights; and (d) Jurisdiction will be retained on the question of injury and as further requested herein. WHEREFORE, Applicant prays this Court grant this and such other relief as it deems proper and necessary. (6 Pages.) 15CW3105 (08CW282). Equus Farms, Inc., 2400 Anaconda Tower, 555 17th Street, Denver, CO 80202 (303) 298-1000. Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, Colorado 80302. APPLICATION TO MAKE STORAGE RIGHT ABSOLUTE OR, IN THE ALTERNATIVE, FOR FINDING OF REASONABLE DILIGENCE IN WELD COUNTY. IN THE MATTER OF THE APPLICATION FOR WATER RIGHTS OF EQUUS FARMS, INC. DISTRICT COURT, WATER DIVISION NO. 1. STATE OF COLORADO, 901 9TH Avenue, P.O. Box C, Greeley, Colorado 80632. 1. Name, address and telephone number of applicant: Equus Farms, Inc., 2400 Anaconda Tower, 555 17th Street, Denver, CO 80202 (303) 298-1000 Direct all pleadings to: Michael F. Browning, Porzak Browning & Bushong LLP, 2120 13th Street, Boulder, Colorado 80302. 2. Name of structure: Stagecoach Reservoir 3. Description of conditional water rights: Stagecoach Reservoir was decreed a water storage right for 80 acre feet, with the right to fill and refill when in priority, with an appropriation date of March 1, 1986 by decree of this Court dated May 31, 1989 in Case No. 86CW385. The Reservoir is located in the S1/2 of Section 17, Township 4 North, Range 62 West, 6th P.M., Weld County, Colorado. The outlet of the Reservoir is in the SE1/4 of the SE1/4 of said Section 17, at a point approximately 1,080 feet North and 0 feet West of the Southeast corner of said Section 17. The Reservoir is fed by water diverted by the Bijou Canal from the South Platte River at a point in the NE1/4 of Section 13, Township 4 North, Range 63 West, 6th P.M., which bears South 5� West 600 feet from the Northeast corner of said Section 13; water is then diverted into the Corona Ranch Ditch and delivered to the Reservoir. The Reservoir was decreed absolute for irrigation of 166 acres in the SW1/4 of Section 16, SE1/4 of Section 17 and N1/2 of Section 22, Township 4 North, Range 62 West, 6th P.M., recreational, piscatorial and wildlife habitat purposes. The right was decreed and remains conditional for irrigation on an additional 1,044 acres, releases for augmentation and replacement, and recharge credit. Previous findings of reasonable diligence with respect to these conditional uses have been obtained in Case Nos. 95CW103, 02CW4 and 08CW282. 4. Claim to Make Absolute: Water was diverted and stored in Stagecoach Reservoir in priority on multiple occasions including in 2012 and 2014. Pursuant to SB13-041, such storage is sufficient to make all remaining conditional uses decreed to the Stagecoach Reservoir absolute. 5. Alternative Claim for Diligence. If for any reason the remaining conditional uses decreed to Stagecoach Reservoir are not made absolute, Applicant seeks a finding of reasonable diligence with respect to the same. Since the last diligence decree was entered in August 2009, applicant has undertaken the following specific activities which demonstrate diligence with regard to the conditional uses decreed to the Reservoir: (a) Applicant continued to operate, maintain and improve Stagecoach Reservoir. (b) Applicant continued to operate the augmentation plans decreed in Case Nos. 86CW386 and 87CW052 under which Stagecoach Reservoir is a decreed augmentation source. (c) Applicant participated as an objector in numerous water court applications to protect its water rights, including the subject conditional water right. (d) Applicant irrigated an additional 275.14 acres using the subject water right over and above the 166 acres identified in Case No. 86CW385. (d) Applicant has maintained measurement devices capable of recording deliveries to the South Platte River form the outlet of Stagecoach Reservoir. (e) Applicant hired Adaptive Resources to design a new outlet structure for

Stagecoach Reservoir. (4 pages) 15CW3106 The La Croix, LLC, 607 St. Charles Avenue, St. Charles, Louisiana 70130. Copies of all pleadings to: Stephen C. Larson, David F. Bower, Michael S. Davidson, Johnson & Repucci LLP, 2521 Broadway, Suite A, Boulder, Colorado 80304. Application for Underground Water Rights, Surface Water Right, Approval of Plan for Augmentation, and Appropriative Right of Exchange, IN MORGAN, WASHINGTON, AND LOGAN COUNTIES, Colorado. Overview. Applicant seeks underground water rights, a surface water right, approval of a plan for augmentation, and an appropriative right of exchange for industrial purposes. This plan will essentially replicate for industrial purposes the irrigation-use plan decreed in Case No. 03CW370 for the same recharge pond and two wells involved in this plan. Accordingly, this plan will result in the cessation of agricultural diversions under the 03CW370 plan while providing for the replacement of all post-pumping depletions arising under that plan. Maps depicting the location of all of the structures involved in this application are attached as Exhibit A and Exhibit B. APPLICATION FOR UNDERGROUND WATER RIGHTS. Name and Legal Description. Quint Recharge Well Enlargement. The Quint Recharge Well is located in the NW1/4 of the SE1/4 of Section 13, Township 5 North, Range 55 West of the 6th P.M., Morgan County, at a point that is approximately 1,900 feet from the south line and 1,575 feet from the east line of said Section 13, UTM Coordinates 629672E, 4473174N, NAD83, Zone 13. The Quint Recharge Well was granted a water right in Case No. 03CW370 for the purposes of use as a substitute water supply for the augmentation plan decreed in that case; an enlargement right is sought for this well so that it can also replace depletions under this plan as described in Section 6.E below. La Croix Well No. 1. La Croix Well No. 1 is located in the SW1/4 of the NW1/4 of Section 19, Township 5 North, Range 54 West of the 6th PM, Washington County, Colorado, at a point 2,619 south and 236 feet east of the NW corner of Section 19. La Croix Well No. 2. La Croix Well No. 2 is located in the SE1/4 of the SW1/4 of Section 18, Township 5 North, Range 54 West of the 6th P.M., Morgan County, at a point that is approximately 230 feet from the south line and 1,910 feet from the west line of Section 18. Source of Water. The source of water for the three ground water rights described above is ground water tributary to the South Platte River. Depth of Wells. The depth of the Quint Recharge Well is approximately 64 feet. The depth of the two La Croix wells is approximately 100 feet each. Date of Appropriation. The appropriation date for the three ground water rights described above is the date of the filing of this application. Appropriation was initiated by the formation of requisite intent, coupled with actions manifesting such intent sufficient to put third parties on notice. Uses. Quint Recharge Well Enlargement. The Quint Recharge Well was granted a water right in Case No. 03CW370 for the purposes of use as a substitute water supply for the augmentation plan decreed in that case. The enlargement right sought in this case seeks to add to those uses commercial and industrial uses; augmentation and replacement uses under the subject plan; and reuse to extinction. Accordingly, this is an enlargement in uses and not in the amount of water decreed in 03CW370 to be diverted by the Quint Recharge Well. The Quint Recharge Well Enlargement may be used directly or after storage in the Quint Recharge Pond. La Croix Well No. 1. Commercial, industrial, augmentation and replacement. The water may be used, reused, and successively reused to extinction. La Croix Well No. 2. Commercial, industrial, augmentation and replacement. The water may be used, reused, and successively reused to extinction. Amount Claimed. Quint Recharge Well Enlargement. A total of 6.68 cfs (3,040 gpm) and 1,500 acre-feet/year, conditional. These amounts are to be considered the total aggregate amounts for the Quint Recharge Well Enlargement and the Quint Recharge Well, combined. La Croix Well No. 1. A total of 3.53 cfs (1,584 gpm). La Croix Well No. 2. A total of 6.68 cfs (3,000 gpm). APPLICATION FOR SURFACE WATER RIGHT. Name and Legal Description. La Croix Surface Diversion, located on the South Platte River in the NW1/4 of the SE1/4 of Section 13, Township 5 North, Range 55 West of the 6th P.M., Morgan County, at a point that is approximately 2,240 feet from the south line and 2,250 feet from the east line of Section 13. Source of Water. The source of water for the La Croix Surface Diversion is the South Platte River. Date of Appropriation. The appropriation date for the La Croix Surface Diversion is the date of the filing of this application. Appropriation was initiated by the formation of requisite intent, coupled with actions manifesting such intent sufficient to put third

parties on notice. Uses. Commercial, industrial, augmentation and replacement. The water may be used, reused, and successively reused to extinction. Amount Claimed. 10.0 cfs, conditional. Applicant claims the right to make absolute this water right or any portion thereof that is put to beneficial use prior to entry of a decree herein. Name of Owner of Land Upon Which Structures are Located. La Croix Surface Diversion is located on land owned by Applicant. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION. Name of Structures to be Augmented. La Croix Well No. 1, La Croix Well No. 2 and the Quint Recharge Well Enlargement, as more particularly described above. Water Rights to be Used for Augmentation. Quint Recharge Pond. The Quint Recharge Pond will augment depletions from La Croix Well No. 1, La Croix Well No. 2 and the Quint Recharge Well Enlargement, via accretions or direct deliveries to the South Platte River. Water from the Quint Recharge Well and the La Croix Surface Diversion will be diverted, metered and discharged into the Quint Recharge Pond. An independent water right for the Quint Recharge Pond is not sought in this case. The Quint Recharge Pond is an existing pond located in the SE1/4 of the SW1/4 of Section 18, Township 5 North, Range 54 West of the 6th PM. The approximate center of the recharge pond is located 2,011 feet east of the west section line and 232 feet north of the south section line of said Section 18, in Washington County, Colorado. Storage Volume: 56.12 acre-feet. Surface Area: 9.73 acres. Quint Recharge Well Enlargement. In addition to pumping into the Quint Recharge Pond, the Quint Recharge Well Enlargement may augment depletions from La Croix Well No. 1 and La Croix Well No. 2 via direct deliveries to the South Platte River. Applicant claims the right to re-divert, exchange, use and reuse for industrial, commercial, augmentation and replacement purposes, all recharge credits in the river that are in excess of accrued depletions. La Croix Well No. 1 and La Croix Well No. 2. La Croix Well No. 1 and La Croix Well No. 2 may augment depletions via releases to the South Platte River. Additional Sources. Applicant reserves the right to use additional or alternative sources of replacement water to replace depletions arising from the augmented structures, pursuant to C.R.S. §§ 37-92-308 and 309. Detailed Description of Plan for Augmentation. Total depletions are estimated to be 1500 acre-feet/year. The Quint Recharge Well Enlargement will function primarily as a recharge and augmentation well that will fill the Quint Recharge Pond to augment La Croix Well No. 1 and La Croix Well No. 2, which will function primarily as sources of industrial supply water. The Quint Recharge Well Enlargement is located very close to the bank of the South Platte River with very short lagged depletions associated with it. The recharge well will be pumped primarily in priority in order to minimize lagged depletions from this well. The Quint Recharge Pond and La Croix Well No. 1 and La Croix Well No. 2 will be located less than a mile from the South Platte River, each at approximately the same distance from the hydraulic connection to the South Platte River. The Quint Recharge Well Enlargement and the La Croix Surface Diversion will pump to the Quint Recharge Pond. The pond accretions will replace depletions from the nearby La Croix Well No. 1 and La Croix Well No. 2 by accreting to the river in approximately the same time as depletions from the wells accrue to the river. Depletions from La Croix Well No. 1 and La Croix Well No. 2 may also be replaced by direct deliveries from the Quint Recharge Pond. Applicant shall make such direct deliveries to the South Platte River each day as are necessary to offset any depletions accruing to the river that are in excess of recharge credits in the river. Post-pumping depletions from the Quint Recharge Well Enlargement will be replaced by direct deliveries and accretions from the Quint Recharge Pond; or occasionally via direct deliveries from La Croix Well No. 1 and La Croix Well No. 2. Applicant shall meter its diversions and measure its direct releases, perform daily accounting, daily balancing, and shall report its accounting under this plan monthly. Name of Owner of Land Upon Which Structures are Located. La Croix Well No. 1, La Croix Well No. 2, and the Quint Recharge Well and the Quint Recharge Pond are all located on land owned by Applicant. A flume in the drain that intercepts recharge accretions from the Quint Recharge Pond is proposed to be located, with permission of the landowners, in the S1/2 of the SE1/4 of Section 8, Township 5 North, Range 54 West of the 6th P.M., on land jointly owned by Susan G. Adams, 8395 Green Island Circle, Lone Tree, Colorado 80124, and TMG Ranch LLC, 16476 East Powers Place, Centennial, Colorado 80015. APPLICATION FOR CONDITIONAL APPROPRIATIVE RIGHT OF EXCHANGE. Overview: Accretions in excess of requirements for replacement of out-of-priority depletions may be exchanged upstream along the South Platte River for diversion at the La Croix Surface

Diversion or the Quint Recharge Well. Recharge accretions will accrue to the main stem South Platte River in the reach directly north of the Quint Recharge Pond, and to the drain areas between the Quint Recharge Pond and the river. Downstream Terminus. In the NE ¼ of Section 4, Township 5 North, Range 54 West of the 6th P.M, at a point approximately 1,331 feet south of the north section line and 1,277 feet west of the east section line of Section 4. Upstream Termini. A Point on the South Platte River adjacent to the Quint Recharge Well, in the NW1/4 of the SE1/4 of Section 13, Township 5 North, Range 55 West of the 6th P.M., Morgan County, at a point that is approximately 2,195 feet from the south line and 2,287 feet from the east line of said Section 13. La Croix Surface Diversion, located in the NW1/4 of the SE1/4 of Section 13, Township 5 North, Range 55 West of the 6th P.M., Morgan County, at a point that is approximately 2,240 feet from the south line and 2,250 feet from the east line of Section 13. Exchange rate. Up to 6 cfs, conditional. Date of appropriation. Date of filing application. Appropriation was initiated by the formation of requisite intent, coupled with actions manifesting such intent sufficient to put third parties on notice. Name of Owner of Land Upon Which Structures are Located. Recharge accretions may be intercepted by the South Platte Ditch for delivery to the South Platte River. The South Platte Ditch is owned by the South Platte Ditch Company, 13244 CR 6, Merino, Colorado 80741. Remarks. The La Croix Well No. 1 water right utilizes the same well structure for which Copple Well No. 4347-F was decreed a water right in Case No. 2969 (A29) as amended by Case No. 03CW370 (“Copple Well Water Right”). The Quint Recharge Pond and Quint Recharge Well are structures decreed to replace depletions in Case No. 03CW370. As a condition of granting the La Croix Well No. 1 water right herein, the Copple Water right shall be abandoned. As a condition of approving the plan for augmentation requested herein, depletions under Case No. 03CW370 (other than post-pumping depletions) will cease; and use of the Quint Recharge Pond and Quint Recharge Well Enlargement for the purposes of the subject plan will be limited to the capacity of the Quint Recharge Pond and Quint Recharge Well not needed to augment post-pumping depletions under Case No. 03CW370. (10 pages) AMENDMENTS 08CW28 COTTONWOOD WATER AND SANITATION DISTRICT, c/o Patrick F. Mulhern, Mulhern MRE, Inc., 2 Inverness Drive East, Suite 200, Englewood, CO 80112. THIRD AMENDED APPLICATION FOR TRIBUTARY GROUNDWATER RIGHTS, CHANGES OF WATER RIGHTS, AND APPROVAL OF MODIFICATIONS TO DECREED AUGMENTATION PLANS IN DOUGLAS AND ARAPAHOE COUNTIES. Introduction: Applicant filed the original application in this matter on January 31, 2008. By leave of the Court, Cottonwood amended the application on February 9, 2010 and again on September 30, 2013. In the Third Amendment, Applicant seeks to update the application to conform to changes that have been made to Applicant’s water system since the original application. TRIBUTARY GROUND WATER RIGHT 2. Cottonwood Cherry Creek Well Field: Cottonwood seeks confirmation of its appropriation of a conditional ground water right for the Cottonwood Cherry Creek Well Field. This proposed well field may contain up to nineteen (19) wells located within the Cherry Creek alluvium in and near Cottonwood’s service area, generally located in Sections 3, 4, 5 and 9, Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado, and in Section 32, Township 5 South, Range 66 West of the 6th PM in Arapahoe County, Colorado, as depicted on Exhibit A. Upon approval of this application, the Cottonwood Cherry Creek Well Field wells will be included as new structures to be augmented under the plan for augmentation requested herein, and under the Upper Cherry Creek Water Association’s plan for augmentation, as decreed in Case No. 01CW284, to the extent the wells are not already included in that plan. 3. Name and legal description of the claimed location of each well:

Well Name Legal Description

Cottonwood Pine Lane Well No. 1

NE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 582 feet from the north section line and 2,416 feet from the west section line of said Section 9

Cottonwood Cherry Creek Well No. 1

NE1/4 of the NE1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately

200 feet from the north section line and 700 feet from the east section line of said Section 5

Cottonwood Cherry Creek Well No. 2

NE1/4 of the NE1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately

200 feet from the north section line and 100 feet from the east section line of said Section 5

Cottonwood Cherry Creek Well No. 3

SW1/4 of the NW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,495 feet from the north section line and 55 feet from the west section line of said Section 4

Cottonwood Cherry Creek Well No. 4

(Permit No. 69655-F aka 280245)

SW1/4 of the NW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 2,610 feet from the north section line and 130 feet from the west section line of said Section 4

Cottonwood Cherry Creek Well No. 5

SW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,110 feet from the west section line and 1,135 feet from the south section line of said Section 4

Cottonwood Cherry Creek Well No. 6

SW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado at a point

approximately 687 feet from the west section line and 222 feet from the south section line of said Section 4

Cottonwood Cherry Creek Well No. 7

NW1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado at a point

approximately 1,216 feet from the west section line and 810 feet from the north section line of said Section 9

Diamond over D Well No. 1A

(Permit No. R-18954-RF)

NW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,180 feet from the West section line and 2,050 feet from the South section line of said Section 4

Diamond over D Well No. 2 SE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

(Permit No. 3975) approximately 2,656 feet from the North section line and 2,073 feet from the West section line of said Section 9

Diamond over D Well No. 3

(Permit No. 3R-20053-RF)

SW1/4 of the NW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,005 feet from the west section line and 1,965 feet from the north section line of said Section 4

Diamond over D Well No. 4

(Permit No. R-20053-RF)

SE1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately 1,562 feet from the West section line and 1,533 feet from the South

section line of said Section 4

Diamond over D Well No. 5

(Permit No. R-20053)

SW1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,023 feet from the West section line and 2,648 feet from the North section line of said Section 9

Diamond over D Well No. 6

(Permit No. 13322)

SE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,503 feet from the West section line and 2,645 feet from the North section line of said Section 9.

Diamond over D Well No. 7

(Permit No. R-13323-RF)

SE1/4 of the NE1/4 of Section 5 Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately

464 feet from the East section line and 1,705 feet from the North section line of said Section 5

Feedlot Well No. 2 NE1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point

approximately 1,955 feet from the west section line and 2,511 feet from the south section line of said Section 4

Race Well No. 1*

(Permit No. 1-14555, 38779-F, and 39130-FR)

SW1/4 of the SE1/4 of Section 32, Township 5 South, Range 66 West of the 6th P.M., Arapahoe County Colorado, at a point

approximately 30 feet from the South section line and 1,530 feet from the East section line of said Section 32

Antonoff Well No. 1*

(Permit No. 19495)

S1/2 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately 2,800

feet from the West section line and 1,680 feet from the South section line of said Section 9

Antonoff Well No. 2*

(Permit No. RF639)

SW1/4 of the SE1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County Colorado, at a point approximately 849.9 feet North of the South section line and 3,302 feet East of the

West section line of said Section 9

Loyd Well No. 2* SW1/4 of the NE1/4 of Section 9, Township 6 South, Range 66

West of the 6th P.M., Douglas County, Colorado, at a point approximately 2,640 feet South and 2,310 feet West of the Northeast

(Permit No. 19492) corner of said Section 9

* These wells are owned and operated by the Arapahoe County Water and Wastewater Authority and will only be operated on behalf of Cottonwood pursuant to an agreement.

The actual or proposed locations of the wells are depicted on Exhibit A, attached hereto. Any well completed within 200 feet of the location identified above for such well shall be deemed to be completed at its decreed location. 4. Source: Groundwater from the alluvium of Cherry Creek, tributary to the South Platte River. 5. Depths: All wells in the Cottonwood Cherry Creek Well Field will be or have been drilled to depths ranging from 40 to 100 feet. 6. Appropriation date: December 18, 2007, the date on which Cottonwood appropriated the subject groundwater right by Resolution of its Board of Directors, and by posting notice of the claimed groundwater right. 7. Amount: 16 cfs, CONDITIONAL for the Cottonwood Cherry Creek Well Field. 8. Uses: A. Place of Use: Within Cottonwood’s present and future service area, as it exists or may be modified in the future. Cottonwood may also use the subject water right outside of Cottonwood’s service area, as it currently exists or may be modified in the future, pursuant to contract, agreement or other lawful arrangement, including but not limited to pursuant to extraterritorial service agreements; and/or use in the Upper Cherry Creek Water Association (“UCCWA”) plan for augmentation (Case No. 01CW284); and/or pursuant to water trade agreements with nearby municipal water providers such as the Arapahoe County Water and Wastewater Authority (“ACWWA”), Inverness Water and Sanitation District (“Inverness”), Parker Water and Sanitation District (“Parker”) or Stonegate Village Metropolitan District (“Stonegate”). The current service area of Cottonwood is depicted on Exhibit B. B. Type of Use: All municipal uses, including, but not limited to, domestic, agricultural, industrial, commercial, irrigation, stockwatering, fire protection, recreation, fish and wildlife preservation and propagation, augmentation and exchange purposes, the replacement of depletions resulting from the use of water from other sources, as said uses may occur either by immediate application or after storage and subsequent application to said uses. Water from the Cottonwood Cherry Creek Well Field may be fully consumed and successively used and reused to extinction for the uses described herein, either directly or after diversion or re-diversion to storage. Storage of this right may occur in Cottonwood’s aquifer storage recharge and recovery program in the Arapahoe aquifer, as claimed herein, in Rueter-Hess Reservoir, Cherry Creek Reservoir and/or in Chambers Reservoir. 9. Integrated water system: The new conditional water right and structures claimed herein will be part of a single water “project or integrated water system” within the meaning of C.R.S. § 37-92-301(4)(b), such that work on any feature of Cottonwood’s integrated water system shall be considered in finding that reasonable diligence has been shown in the development of any and all water rights for that entire system. 10. Names and addresses of owners of land on which new wells will be located: A. Cottonwood Pine Lane Well No. 1: Douglas County Board of County Commissioners, 100 Third Street, Castle Rock, CO 80104. B. Cottonwood Cherry Creek Well No. 1: Cottonwood Water and Sanitation District, c/o Patrick F. Mulhern, Mulhern MRE, Inc., 2 Inverness Drive East, Suite 200, Englewood, Colorado 80112. C. Cottonwood Cherry Creek Well Nos. 2-5: Cottonwood Metropolitan District, P. O. Box 2917, 2305 E. Arapahoe Rd., #207, Littleton, Colorado 80161. D. Cottonwood Cherry Creek Well Nos. 6 and 7: C&J Land Investments, LLC, P. O. Box 247, Eastlake, Colorado 80614-0247. CHANGE OF WATER RIGHT – CHERRY CREEK EXCHANGE 11. Names of water right/structures for which change is sought: Cottonwood Cherry Creek Exchange. 12. Original decree: July 22, 1999, Case No. 95CW276, District Court for Water Division No. 1, State of Colorado. 13. Description of proposed change of water right: Cottonwood requests the following changes: (1) to add an additional exchange-from point, (2) to add additional exchange-to points and (3) to add additional sources of substitute supply. A map of the exchange is provided in Exhibit C. A. Addition of New Exchange-from point: (1) Outfall of the Metro Wastewater Reclamation District: The outfall is located on the South Platte River in the SE1/4 of the SW1/4 of Section 1, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado. B. Addition of New Exchange-to points: (1) Additional Points of Depletion Associated with Wells in the Cottonwood Cherry Creek Well Field: Cottonwood seeks to add as exchange-to points the depletion

points on Cherry Creek associated with the Cottonwood Cherry Creek Well Field wells, described in paragraph 3 above, to the extent these wells are not identified in Case No. 95CW276. (2) Newlin Gulch Aqueduct No. 1 Depletion Reach: Cottonwood seeks to add as exchange-to points the points on Cherry Creek where Parker Water and Sanitation District’s alluvial wells associated with Newlin Gulch Aqueduct No. 1 deplete Cherry Creek. Wells supplying Newlin Gulch Aqueduct No. 1 are located in Sections 16, 21, 27, and 34 in Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado, as described in para. 13 of the decree in Case No. 04CW270. This depletion reach begins at an upstream point on Cherry Creek where depletions from Parker’s CCC-13 Well impact Cherry Creek and extends downstream to a point on Cherry Creek where depletions from Parker’s CC-15 Well impact Cherry Creek. The depletion location for Well CCC-15 which is located in the SW1/4, NE1/4, Section 16, Township 6 South, Range 66 West of the 6th P.M. in Douglas County, where said diversion intersects the thread of Cherry Creek at a point 1,600 feet south of the north line of said Section 16 and 1,815 feet west of the east line of said Section 16. The depletion location for Well CCC-13 which is located in the SW1/4, NW1/4, Section 27, Township 6 South, Range 66 West of the 6th P.M. in Douglas County, where said diversion intersects the thread of Cherry Creek at a point 1,275 feet south of the north line of said Section 27 and 2,288 feet east of the west line of said Section 27. (3) Newlin Gulch Aqueduct No. 2: Cottonwood seeks to add as an exchange-to point Parker Water and Sanitation District’s surface diversion structure on Cherry Creek known as Newlin Gulch Aqueduct No. 2, which is located in the SE1/4 of the NW1/4 of Section 3, Township 7 South, Range 66 West of the 6th P.M. in Douglas County, where said diversion dam intersects the thread of Cherry Creek at a point 2,090 feet south of the north line of Section 3 and 1,870 feet east of the west line of said Section 3, as decreed in Case No. 04CW348. C. Sources of substitute supply: The sources of substitute supply include those sources identified in the Case No. 95CW276 decree and those that are added by this application. Generally, the sources of substitute supply are reusable return flows that are introduced at the outfall of the ACWWA’s Lone Tree Creek Water Reuse Facility (“Lone Tree Creek WRF”), located in the SW1/4 of the NE1/4 of Section 24, Township 5 South, Range 67 West of the 6th P.M., Arapahoe County. Cottonwood’s reusable return flows will be discharged into Lone Tree Creek, and delivered down Lone Tree Creek to Cottonwood Creek and then down Cottonwood Creek to Cherry Creek Reservoir. Reusable return flows available at the outfall are derived from the following water rights: (1) Cottonwood’s nontributary and not-nontributary water rights: Fully consumable and reusable return flows derived from Cottonwood’s not-nontributary and nontributary Dawson, Denver, Arapahoe and Laramie-Fox Hills aquifer wells decreed in Cases No. W-7824-74, 80CW416, 81CW142, 81CW246, 81CW368, 83CW173, 84CW206, 85CW190 and 85CW195, 85CW167, 86CW055, 86CW270(A), 86CW360, 86CW361, 86CW362, 88CW110 and 01CW052, all in District Court, Water Division No. 1, together with any additional sources of fully consumable water from the Denver Basin aquifers which underlie property located within Cottonwood’s service area. (2) Cottonwood’s tributary water rights: Fully consumable and reusable return flows derived from Cottonwood’s tributary water rights, including: a. Cottonwood’s ownership interests in the Boss Ditch, Gilman Ditch, Parker Ditch, and Fifty-Nine No. 1 Ditch, the historic consumptive use of which was quantified in Case No. 81CW142; b. Loyd Well Nos. 1-18788 and 2-14736, the historic consumptive use of which was quantified in Case No. 84CW155; c. Diamond Over D Wells No. 1 through 7, Feedlot Well No. 2, and Bruce Domestic Well, the historic consumptive use of which was quantified in Case No. 81CW142; and d. Cottonwood’s Cherry Creek Well Field water right, as set forth herein. (3) Contract Water Rights: Fully consumable and reusable return flows derived from water sources owned, leased and/or used pursuant to agreement, as follows: a. Cherry Creek Project Water Authority water rights: Cottonwood is a member, along with three other municipal water providers, of the Cherry Creek Project Water Authority (“CCPWA”). Subject to the terms and conditions of any administrative approval and/or decree obtained by CCPWA in Case No. 10CW318 or any future CCPWA decree, Cottonwood will be entitled to use as a source of substitute supply reusable return flows derived from its undivided ownership interest in the CCPWA water rights, which include the water rights shown in Exhibit D. b. WISE Water: Cottonwood has entered into a contract with several other municipal water providers to form the South Metro WISE Authority, a water authority as defined in C.R.S. § 29-1-204.2. The South Metro WISE

Authority entered into the WISE Partnership – Water Delivery Agreement with the City and County of Denver, acting by and through its Board of Water Commissioners (“Denver Water”) and the City of Aurora, acting by and through its Utility Enterprise (“Aurora”), by which Aurora and Denver Water agree to provide fully reusable water to the members of the South Metro WISE Authority, including Cottonwood. c. Baja Water: Cottonwood has an agreement to purchase or receive as a dedication the right to the delivery of fully reusable water pursuant to the Water Delivery Contract for Delivery of Fully Reusable Water between the City of Aurora and the Baja Ranch Co., dated November 20, 2009 (“Baja Water”). CHANGE OF WATER RIGHTS – CHANGE IN TRIBUTARY WELL LOCATION 14. Change of point of diversion: Cottonwood seeks approval of a change of water rights in order to replace DD Well Nos. 1 and 3, and Feedlot Well No. 2 at new locations more than 200 feet from the locations decreed in Cases No. CA 3746 and 81CW142. The new locations of these wells are described below, and depicted on Exhibit E: A. Diamond Over D Well No. 1 (a/k/a DD-1A): Re-drilled at a location in the NW1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately 1,180 feet from the west section line and 2,030 feet from the south section line of said Section 4. B. Diamond Over D Well No. 3: To be re-drilled at a location in the SW1/4 of the NW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately 1,005 feet from the west section line and 1,965 feet from the north section line of said Section 4. C. Feedlot Well No. 2: To be re-drilled at a location in the NE1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point approximately 1,990 feet from the west section line and 2,530 feet from the south section line of said Section 4. CHANGE OF WATER RIGHTS – CHANGE IN NONTRIBUTARY WELL LOCATION 15. Change in decreed well locations: Cottonwood seeks approval of a change of water rights in order to replace Deep Well No. 6 at a new location more than 200 feet from its location decreed in Case No. 80CW416. The new location of this well is described below, and depicted on Exhibit F: A. Deep Well No. 6: To be re-drilled at a location in the SE1/4 of the SE1/4, Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point 630 feet from the east line and 1,250 feet from the south line of said Section 5. CHANGE OF GROUND WATER RIGHTS – TYPE AND PLACE OF USE 16. Change in use: Cottonwood seeks to change certain previously-quantified ground water rights, as follows: A. Cottonwood Loyd Wells Water Rights: (1) Cottonwood Loyd Well No. 1-18788: Originally decreed in Case No. W-2640 on May 14, 1973 for irrigation purposes, at a diversion rate of 1.78 cfs. (2) Cottonwood Loyd Well No. 2-14736: Originally decreed in Case No. W-2640 on May 14, 1973 for irrigation purposes, at a diversion rate of 0.89 cfs. (3) Subsequent Change for the Cottonwood Loyd Wells Water Rights: By decree dated December 13, 1988 in Case No. 84CW155, the decreed uses of the Cottonwood Loyd Wells Water Rights were changed to irrigation, municipal, domestic, storage, commercial, replacement, and all other beneficial uses and the historical consumptive use for the water rights was quantified as 19.7 acre-feet per year, cumulatively between the Cottonwood Loyd Wells Water Rights. B. Change in type of use: Cottonwood seeks to change the Cottonwood Loyd Wells Water Rights to allow reuse, successive use and use to extinction. C. Change in place of use: Cottonwood seeks to change the Cottonwood Loyd Wells Water Rights to allow use within Cottonwood’s present and future service area, as it exists or may be modified in the future and to allow use outside of Cottonwood’s service area, as it currently exists or may be modified in the future, pursuant to contract, agreement or other lawful arrangement. CHANGE OF WATER RIGHTS – ALTERNATE POINTS OF DIVERSION 17. Alternate Points of Diversion: Cottonwood seeks to change certain previously-quantified ground water rights to allow use of the wells described below as new, alternate points of diversion, as follows: A. Cottonwood Loyd Wells Water Rights: Cottonwood seeks to change its Cottonwood Loyd Wells Water Rights, as described in paragraph 16.A above, to alternate points of diversion at those wells in the Cottonwood Cherry Creek Well Field, as identified in paragraph 3 above. AMENDMENTS TO COTTONWOOD’S DECREED AUGMENTATION PLANS 18. Description of Cottonwood’s Augmentation Plan: Cottonwood provides municipal water and wastewater service to residents and customers in northern Douglas County, including portions of the Town of Parker. Cottonwood’s augmentation plan claimed herein constitutes a consolidation, extension, integration and

amendment of Cottonwood’s existing augmentation plans decreed in Cases No. 81CW142 and 88CW110, as supplemented by the exchanges decreed in Cases No. 95CW276 and 01CW284 in order to provide water to land within Cottonwood’s present and future service area as it may be expanded (collectively, “Cottonwood Augmentation Plan”). By this application, Cottonwood seeks to include in the Cottonwood Augmentation Plan: (1) additional augmentation water rights and storage facilities that have been acquired since entry of the decrees in Case Nos. 81CW142 and 88CW110; (2) add additional structures to be augmented; (3) new methods for the release, recapture, successive use and reuse of Cottonwood’s reusable return flows; and (4) the stream accretive effect from lawn grass irrigation and municipal system losses in the District. Except as modified by any decree entered in this case, the terms and conditions of the decrees in Cases No. 81CW142, 88CW110, 95CW276, and 01CW284 shall remain in full force and effect. A. Cottonwood’s participation in the Upper Cherry Creek Water Association’s plan for augmentation: Cottonwood is a member of the Upper Cherry Creek Water Association (“UCCWA”), a Colorado unincorporated nonprofit association which operates a regional plan for augmentation on Cherry Creek and its tributaries between Cherry Creek Reservoir and the U.S. Geological Survey stream gage below the Town of Parker, Colorado. Cottonwood intends to continue to operate under UCCWA’s regional augmentation plan decreed in Case. No. 01CW284 until it withdraws from UCCWA or UCCWA disbands. To the extent the amendments to the Cottonwood Augmentation Plan sought in this application modify Cottonwood’s operations under UCCWA’s plan for augmentation, those amendments will be incorporated into the UCCWA plan for augmentation pursuant to paragraph 46 of the decree in Case No. 01CW284, and the UCCWA accounting shall be revised accordingly. 19. Names of structures to be augmented: A. Tributary Cherry Creek Wells: The location of the tributary wells to be augmented is shown on Exhibit A and described as follows:

Structure Name Location Original Decree Diamond over D Well No. 1A As described in paragraph 14.A, above. CA 3746 Diamond over D Well No. 2 SE1/4 of the NW1/4 of Section 9,

Township 6 South, Range 66 West CA 3746

Diamond over D Well No. 3 As described in paragraph 14.B, above. CA 3746

Diamond over D Well No. 4 SE1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West

CA 3746

Diamond over D Well No. 5 SW1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West

CA 3746

Diamond over D Well No. 6 SE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West

CA 3746

Diamond over D Well No. 7 SE1/4 of the NE1/4 of Section 5, Township 6 South, Range 66 West

CA 3746

Feedlot Well No. 2 As described in paragraph 14.C, above. W-2853 Cottonwood Pine Lane Well No. 1 As described in paragraph 3, above. Pending Cottonwood Cherry Creek Well No. 1

As described in paragraph 3, above. Pending

Cottonwood Cherry Creek Well No. 2

As described in paragraph 3, above. Pending

Cottonwood Cherry Creek Well No. 3

As described in paragraph 3, above. Pending

Cottonwood Cherry Creek Well No. 4

As described in paragraph 3, above. Pending

Cottonwood Cherry Creek Well No. 5

As described in paragraph 3, above. Pending

Cottonwood Cherry Creek Well No. 6

As described in paragraph 3, above. Pending

Cottonwood Cherry Creek Well No. 7

As described in paragraph 3, above. Pending

Race Well No. 1* As described in paragraph 3, above. W-3098 Antonoff Well No. 1* As described in paragraph 3, above. W-1776

Antonoff Well No. 2* As described in paragraph 3, above. W-1776 Loyd Well No. 2* As described in paragraph 3, above. W-2640 * These wells are owned and operated by the Arapahoe County Water and Wastewater Authority and will only be augmented under Cottonwood’s plan for augmentation when the wells are operated on behalf of Cottonwood. B. Not-Nontributary Wells: The location of the not-nontributary wells to be augmented is shown on Exhibit F and described as follows: Structure Name Location Original Decree Crown Pointe Well DA-1 (Lower Dawson)

NE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West

85CW167

Cottonwood Loyd Well No. DA-1 (Lower Dawson)

On the west section line in the SW1/4 of Section 3, Township 6 South, Range 66

West

86CW360

Crown Pointe Well D-1 (Denver)

NW1/4 of the SW 1/4, Section 3, Township 6 South, Range 66 West

85CW167

Cottonwood Loyd Well No. DEN-1 (Denver)

NE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West

86CW362

20. Water Rights to be used for augmentation: A. Tributary water rights: Water Right Name Original Case Decree Date Subsequent Change

Case(s)

Fifty Nine No. 1 Ditch 1883 Adjudication 12/10/1883 81CW142

Boss Ditch 1883 Adjudication 12/10/1882 81CW124, 84CW155

Gillman Ditch 1883 Adjudication 12/10/1882 81CW124, 84CW155

Feedlot Well No. 2 W-2853 8/1/1973 81CW142

Bruce Domestic Well 81CW142 3/21/1986 81CW142, 82CW138

Diamond over D Wells No. 1 – 7

81CW142 3/21/1986

Loyd Well No. 1-18788 W-2640 5/14/1973 84CW155, Pending

Loyd Well No. 2-14736 W-2640 5/14/1973 84CW155, Pending

Cottonwood Cherry Creek Well Field

Pending

B. Nontributary Water Rights: Water Right Name Original Case Decree Date Subsequent Change

Case(s)

Dawson Aquifer

Artesian Well No. 1 80CW416 9/25/1981 81CW368

Artesian Well No. 2 80CW416 9/25/1981 81CW368

Bruce Artesian Well 80CW416 9/25/1981 81CW368

Deep Well No. 5 W-7824-74 8/4/1977 81CW246, 85CW190

Deep Well No. 6 80CW416 9/25/1981 81CW368

Deep Well No. 9 81CW368 5/15/1984 83CW173, 84CW206

Denver Aquifer

Deep Well No. 7 80CW416 9/25/1981

Deep Well No. 10 81CW368, 83CW173 5/15/1984,

6/20/1984

Arapahoe Aquifer

Deep Well No. 1 (a/k/a Cottonwood Well D-1)

W-7824-74, 81CW246

8/4/1977, 10/12/82

81CW142, 83CW173,86CW207A

Deep Well No. 2 (a/k/a Cottonwood Well D-2)

W-7824-74,

81CW246

8/4/1977, 10/12/82

85CW190

Deep Well No. 3 (a/k/a Cottonwood Well D-3)

W-7824-74,

81CW246

8/4/1977, 10/12/82

81CW368, 85CW190, 86CW270A

Deep Well No. 4 (a/k/a Cottonwood Crown Pointe Well D-4)

W-7824-74, 81CW246

8/4/1977, 10/12/82

86CW055, 01CW052

Deep Well No. 11 81CW368 5/15/1984 86CW270(A)

Cottonwood Well A-1 85CW167 8/31/1989 01CW052

Cottonwood Loyd Well A-1 86CW361 1/14/1988 01CW052

Laramie-Fox Hills Aquifer

Deep Well No. 8 80CW416 9/25/1981 81CW368, 83CW173, 84CW206

Deep Well No. 12 81CW368 5/15/1984 84CW206

Cottonwood Loyd Well LFH-1 86CW361 1/14/1988

Crown Pointe Well LFH-1 85CW167 8/31/1989

C. Not-Nontributary Water Rights: Crown Pointe Well DA-1 (Lower Dawson)

85CW167, 88CW110 8/31/1989

Cottonwood Loyd Well No. DA-1 (Lower Dawson)

86CW360 1/14/1988

Crown Pointe Well D-1 (Denver)

85CW167, 88CW110 8/31/1989

Cottonwood Loyd Well No. DEN-1 (Denver)

86CW362 1/14/1988

D. Sources of water owned or used by the CCPWA: As described in paragraph 13.C(3)a above, and as shown on Exhibit D. E. WISE Water: As described in paragraph 13.C(3)b above. F. Baja Water: As described in paragraph 13.C(3)c above. G. Reusable return flows: Reusable return flows from the above-described water sources, including from any future acquired water sources added to this plan for augmentation, that are available at the Joint Water Purification Plant and/or the Lone Tree Creek WRF and/or that accrue to Cherry Creek as LIRFs and/or system losses. (1) Use of Case No. 81CW142 Reusable Return flows: Paragraph 18 of the 81CW142 decree determined that Cottonwood did not own and thereby could not make re-use or successive use to extinction of certain reusable return flows associated with the tributary water rights changed or adjudicated in that case. Since entry of the 81CW142 decree, Cottonwood has acquired ownership over all such return flows and now claims such return flows as a source of augmentation water. 21. Future Acquired Water Sources: Cottonwood may acquire additional water sources for use as a source of augmentation, replacement and/or substitute supply in the subject plan for augmentation in the future. Cottonwood seeks the right to incorporate any such water sources into the plan for augmentation claimed herein, so long as the water source has been approved for use as a source of supply pursuant to a substitute water supply plan under Colo. Rev. Stat. § 37-92-308 or are decreed or are otherwise lawfully available for such use. 22. Surface Storage Structures and Locations: Cottonwood may store water in the following surface storage structures for subsequent delivery into Cottonwood’s municipal system or for use as a source of augmentation, replacement, exchange or substitute supply: A. Rueter-Hess Reservoir: Rueter Hess Reservoir is located in Section 30, Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado. Rueter-Hess Reservoir is owned and operated by the Parker Water and Sanitation District. (1) Water Sources: a. WISE Water:

As described in paragraph 13.C(3)b above. WISE water may be delivered directly into storage via a pipeline. b. CCPWA Water Rights: As described in paragraph 13.C(3)a above, and in accordance with the terms and conditions of the decree in Case No. 10CW318. c. Cottonwood Cherry Creek Well Field Water Right: As described in paragraphs 2-9 above. The Cottonwood Cherry Creek Well Field Water Right may be delivered directly into storage by use of a pipeline. d. Nontributary and Not-Nontributary Water Rights: Cottonwood’s nontributary and not-nontributary water rights, as described in paragraph 20.B and C, may be delivered directly into storage by use of a pipeline. e. Reusable Effluent Return Flows: Reusable effluent return flows available at the outfall of the Lone Tree Creek WRF may be delivered to storage by exchange or directly by use of a pipeline. (2) Diversion Structures: a. Newlin Gulch Aqueduct No. 1: Wells supplying Newlin Gulch Aqueduct No. 1 are located within Township 6 South, Range 66 West of the 6th P.M. in Douglas County, Colorado, as described in para. 13 of the decree in Case No. 04CW270. B. Newlin Gulch Aqueduct No. 2: Located in the SE1/4, NW1/4, Section 3, Township 7 South, Range 66 West of the 6th P.M. in Douglas County, where said diversion dam intersects the thread of Cherry Creek at a point 2,090 feet south of the north line of Section 3 and 1,870 feet east of the west line of said Section 3, as decreed in Case No. 04CW348. c. Rueter-Hess Reservoir Pipeline: Cottonwood may deliver the Cottonwood Cherry Creek Well Field Water Right, its nontributary and not-nontributary water rights, and reusable effluent return flows available at the outfall of the Lone Tree Creek WRF through a pipeline into storage in Rueter-Hess Reservoir. The pipeline is shown in Exhibit G. B. Chambers Reservoir: Chambers Reservoir is located in the W1/2 of the NW1/4 of Section 6, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado. Chambers Reservoir is owned and operated by ACWWA. (1) Water Sources: a. WISE Water: As described in paragraph 13.C(3)b above. WISE water may be delivered directly into storage via a pipeline.b. CCPWA Water Rights: As described in paragraph 13.C(3)a above, and in accordance with the terms and conditions of the decree in Case No. 10CW318. c. Cottonwood Cherry Creek Well Field Water Right: As described in paragraphs 2-9 above. The Cottonwood Cherry Creek Well Field Water Right may be delivered directly into storage by use of a pipeline. d. Nontributary and Not-Nontributary Water Rights: Cottonwood’s nontributary and not-nontributary water rights, as described in paragraph 20.B and C, may be delivered directly into storage by use of a pipeline. e. Reusable Effluent Return Flows: Reusable effluent return flows available at the outfall of the Lone Tree Creek WRF may be delivered directly to storage by use of a pipeline. (2) Diversion Structures: a. Cottonwood Cherry Creek Well Field wells: As described in paragraph 3 above. b. Chambers Reservoir Pipeline: Cottonwood may deliver the Cottonwood Cherry Creek Well Field Water Right, its nontributary and not-nontributary water rights, and reusable effluent return flows available at the outfall of the Lone Tree Creek WRF to storage in Chambers Reservoir by use of a pipeline. The pipeline is shown in Exhibit G. 23. Aquifer Storage and Recharge Plan for Augmentation: Cottonwood will artificially inject fully consumable and/or reusable water into the Arapahoe Aquifer underlying Cottonwood’s service area for subsequent use in and through the municipal water supply system of Cottonwood as a plan for augmentation. Cottonwood’s Aquifer Storage and Recharge plan for augmentation operations will occur in accordance with the Denver Basin Artificial Recharge Extraction Rules, 2 CCR 402-11 (“SEO Rules”). A. Structures (Injection and Extraction Wells): Cottonwood will inject and withdraw water into the Arapahoe Aquifer underlying Cottonwood’s service area from the following wells, as shown on Exhibit F: (1) Deep Well No. 1 (a/k/a Cottonwood Well D-1), located in the NE1/4 of the SW1/4 of Section 4, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 2,495 feet from the North section line and 2,071 feet from the East section line of said Section 4; (2) Deep Well No. 2 (a/k/a Cottonwood Well D-2), located in the SE1/4 of the NE1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 2,583 feet from the North section line and 2,538 feet from the East section line of said Section 5; (3) Deep Well No. 3 (a/k/a Cottonwood Well D-3), located in the SE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 2,570 feet from the North section line and 2,067 feet from the West section line of said Section 9; (4) Cottonwood Well D-4A, located in the SE1/4 of the SW1/4 of Section 3, Township 6 North, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point 850 feet from the South section line and 2530 feet from the West

section line of said Section 3; (5) Deep Well No. 11, located in the SW1/4 of the SW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 900 feet from the South section line and 1,000 feet from the West section line of said Section 5; (6) Cottonwood Well A-1, located on the West section line of Section 3, Township 6 South, Range 66 West of the 6th P.M., at a point on the section line approximately 1,550 feet from the South line of said Section 3. (7) Cottonwood Loyd Well A-1, located in the NE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., at a point approximately 350 feet South of the North section line and 1,600 feet East of the West section line of said Section 9. B. Water and Water Rights Included in aquifer Storage and Recharge Plan for Augmentation: (1) CCPWA water, as described in paragraph 13.C(3)b and Exhibit D; (2) WISE water, as described in paragraph 13.C(3)a; (3) Fully reusable, potable water available from the Joint Water Purification Plant (“JWPP”); (4) Cottonwood may recharge additional, later-acquired sources that have been added to this plan for augmentation. C. Injection Operations: Injection Operations will be carried out in accordance with the requirements of the SEO Rules. Accordingly, pursuant to Rule 5.1, all water recharged will be fully consumable and/or reusable, or decreed at the time of injection for storage by means of artificial recharge in the Denver Basin Aquifers, and any augmentation or relinquishment requirements applicable to the water to be injected shall be met prior to or at the time of injection. In accordance with Rule 5.1 and Rule 7.1, water will be injected into the wells described in paragraph 23.A above (including future wells). In addition, all water injected shall be treated and/or otherwise comply with the Underground Injection Control Program established by the Safe Drinking Water Act and administered by the Environmental Protection Agency. D. Extraction Operations: Extraction Operations will be carried out in accordance with the requirements of the SEO Rules. Accordingly, pursuant to Rule 7.1, water injected into the wells described in paragraph 23.A above will be withdrawn by those same wells (i.e., the wells described in paragraph 23.A (including future wells)). In no case shall the extraction well be located more than 5 miles from the furthest injection site. In addition, no extraction shall be accomplished by means of a well located within the cylinder of appropriation, as calculated pursuant to Rule 4.A.7 of the Statewide Nontributary Ground Water Rules, 2 CCR 402-7, for any permitted or decreed well that is owned by a party other than the Applicant and authorized to withdraw water from the same aquifer, without the written permission of the owner of such well. Further, pursuant to Rule 7.3 of the SEO Rules, the maximum amount of recharged water that may be extracted from an aquifer through any one extraction well in any one calendar year shall not exceed 5 times the maximum amount of water injected into that aquifer in any one calendar year or the total amount of water previously injected into that aquifer, less any amounts previously extracted. Pursuant to Rule 7.4 of the SEO Rules, Cottonwood may retain water it has artificially recharged into the aquifer indefinitely. E. Wells: Pursuant to Rule 5.7 of the SEO Rules, all wells used for injection or extraction shall be equipped with suitable totalizing flow meters, which shall be operated and maintained to measure the amount of water injected and extracted. The meters shall be installed according to the manufacturer’s recommendations and shall contain sufficient recording digits to assure that “roll over” to zero does not occur prior to accumulating a total of 999 acre-feet. At any time when a meter is not operational, Cottonwood shall not inject or extract water by means of the well. Flow meters installed on existing wells authorized to withdraw naturally occurring groundwater shall be reverified to be in accurate working condition prior to initiation of injection and/or extraction operations, and shall be reverified to be in accurate working condition every four years thereafter. Totalizing flow meters installed on new wells to be used for injection and/or extraction operations shall be reverified in the field to be in accurate working condition under the supervision of an individual or entity approved by the State Engineer every four years after the date of original installation. The State Engineer shall be notified in writing of the date and name of the person performing re-verifications. All totalizing flow meters shall provide an accuracy of plus or minus 5 percent. 24. Modification of Decreed Methodology for Calculating Reusable Lawn Irrigation Return Flows: A. Cottonwood seeks to modify the methodology decreed in Case No. 81CW142 for determining the amount, timing and location of its reusable lawn irrigation return flows attributable to use of water for outdoor irrigation with Cottonwood’s present and future service area. The quantification of the amount of reusable lawn irrigation return flows from such application throughout Cottonwood’s service area may be

determined based upon a fixed percentage, as determined in this case. Accretion bands will be designated in this case to reasonably represent the timing and location of such return flows. B. Cottonwood seeks to identify and add new land areas that have been added to Cottonwood’s service area since the entry of the decree in Case No. 81CW142 for which Cottonwood will claim lawn irrigation return flows. 25. Determination of reusable municipal system loss return flows: Cottonwood seeks to decree the methodology that it will use to determine the amount, timing and location of the reusable return flows from municipal system losses that accrue to Cherry Creek and its tributaries by means of the surface and ground water system. Cottonwood will use the municipal system loss credits pursuant to its plan for augmentation. 26. Determination of reusable wastewater return flows: Cottonwood seeks to decree the methodology that it will use to determine the amount, timing and location of reusable wastewater return flows. Presently, all of Cottonwood’s wastewater is treated at the Lone Tree Creek WRF. Cottonwood will measure the amount of reusable wastewater return flows available at the outfall of the Lone Tree Creek WRF to determine the amount of water available for Cottonwood’s use. 27. Determination of reusable water treatment plant return flows: Cottonwood seeks to decree the methodology that it will use to determine the amount, timing and location of reusable water treatment plant return flows. Presently, all of Cottonwood’s potable water supply is treated at the JWPP. Cottonwood will measure the amount of reusable water treatment plant return flows available at the outfall of the JWPP to determine the amount of water available for Cottonwood’s use. 28. Location of Delivery of Sources of Augmentation Supply: Cottonwood will replace out-of-priority depletions by delivering water from its augmentation supplies described in paragraphs 20 and 21, as necessary to prevent injury, at the following locations: A. Outfall of the Lone Tree Creek Water Reuse Facility: Cottonwood will directly discharge reusable effluent from the Lone Tree Creek WRF to Lone Tree Creek in the SW1/4 of the NE1/4 of Section 24, Township 5 South, Range 67 West of the 6th P.M. Arapahoe County, Colorado, at a point approximately 2,180 feet from the North line and 2,220 feet from the East line of said section 24. B. Cottonwood / ACWWA Lone Tree Creek WRF Effluent Return Flow Pipeline: The effluent return flow pipeline will carry effluent from the outfall of the Lone Tree Creek WRF, upstream along Cherry Creek to points of discharge to Happy Canyon Creek to be located in the SW1/4 of the NW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, or in the NE1/4 of the NE1/4 of Section 6, Township 6 South, Range 66 West of the 6th P.M., Arapahoe County, Colorado, and/or to discharge points to Cherry Creek expected to be located in the NW1/4 of the NE1/4 of Section 16, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, or in the NE1/4 of the NW1/4 of Section 9, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado. The projected course of this pipeline and the contemplated points of discharge to Happy Canyon Creek and/or to Cherry Creek are depicted on the map attached hereto for illustrative purposes as Exhibit G. C. Cottonwood / ACWWA Joint Water Purification Plant: The JWPP is located in the SW1/4 of Section 32, Township 5 South, Range 66 West of the 6th P.M., Dove Valley V Filing No. 2, Lot 2, Arapahoe County, Colorado, and treats water of Cottonwood and ACWWA to use for municipal and other purposes. Happy Canyon Creek traverses the west side of the site of the JWPP. D. Cottonwood / ACWWA JWPP Pipeline: Cottonwood may discharge concentrate or treated water from the JWPP to Happy Canyon Creek (or its tributary Green Acres Creek), Windmill Creek, Lone Tree Creek or Cherry Creek. The JWPP presently discharges into Windmill Creek, at a point in the NE1/4 of the NW1/4 of Section 31, Township 5 South, Range 66 West of the 6th P.M., Arapahoe County, Colorado, at a point approximately 985 feet from the North section line and 1,655 feet from the West section line of said Section 31. Cottonwood and ACWWA may also pipe discharge from the JWPP for release into Happy Canyon Creek (or its tributary Green Acres Creek), Lone Tree Creek or Cherry Creek. The discharge location on Lone Tree Creek is in development, but will be located in the reach upstream of the discharge point for the Lone Tree Creek WRF and below the point where Broncos Parkway crosses Lone Tree Creek. The projected course of the JWPP pipeline and the contemplated points of discharge to Happy Canyon Creek, Windmill Creek, Lone Tree Creek, and Cherry Creek are depicted for illustrative purposes on the map attached hereto as Exhibit G. E. Interconnect between the JWPP and the Lone Tree Creek WRF: ACWWA and Cottonwood may direct concentrate discharge from the JWPP to the Lone Tree Creek WRF for treatment and release at those points described

in paragraphs 28.A and B, above. Additionally, ACWWA and Cottonwood may direct reusable effluent return flows to the JWPP, and these reusable effluent return flows may be released at those points described in paragraphs 28.C and D, above. F. Outlets of Rueter-Hess Reservoir: (1) Newlin Gulch: Located in the SE1/4 SW1/4 of Section 30, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado. (2) Proposed Pipeline to Cottonwood Creek: Located in or near the SW1/4 NW1/4 of Section 14, Township 6 South, Range 67 West of the 6th P.M., Douglas County, Colorado. G. Parker Water and Sanitation District’s wastewater facilities: As part of the plan for augmentation requested herein, Cottonwood seeks approval to book-over to Parker Water Cottonwood’s reusable and fully consumable water stored in Rueter-Hess Reservoir pursuant to an agreement with Parker Water for an equivalent amount of reusable and fully consumable water delivered into Cherry Creek at one or more of Parker Water’s wastewater treatment plants, and any other discharge points that Parker Water may establish in the future. Parker Water’s wastewater treatment facilities discharge into Sulphur Gulch at a point or points located within the SE1/4 NE1/4 of Section 21, Township 6 South, Range 66 West and located approximately 720 feet west of the east section line and 1,780 feet south of the north section line, and/or the SW1/4 NW1/4 of Section 22, Township 6 South, Range 66 West of the 6th P.M. in Douglas County. H. Outlet of Chambers Reservoir: (1) Discharge Point to Storm Sewer: The location of the discharge point from Chambers Reservoir to a proposed storm sewer pipe, which is tributary to an unnamed tributary of Happy Canyon Creek, is in the NW1/4 of the NW1/4 of Section 8, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point 244 feet from the North section line and 920 feet from the West section line of said Section 8. (2) Discharge Point to Unnamed Tributary: The location of the discharge point from Chambers Reservoir to an unnamed tributary of Happy Canyon Creek is in the SW1/4 of the SW1/4 of Section 5, Township 6 South, Range 66 West of the 6th P.M., Douglas County, Colorado, at a point 790 feet from the South section line and 65 feet from the West section line of said Section 5. I. Lawn Irrigation Return Flows: As described in paragraph 24. J. Direct Releases: Cottonwood may make direct releases into Cherry Creek for the replacement of out-of-priority depletions from the following structures: (1) Cottonwood Well D-1: Cottonwood may make direct augmentation releases of nontributary groundwater pumped from Well D-1, as described in paragraph 23.A(1); (2) Cottonwood’s municipal distribution system: Cottonwood may make direct releases of fully consumable water into Cherry Creek from its municipal distribution system at various locations within Cottonwood’s service area. K. System Losses: As described in paragraph 25. 29. Determination of Out-of-Priority Depletions and Replacement Obligations: A. Geographic scope of Cottonwood Augmentation Plan: Cottonwood will pump the identified wells to serve its customers, including those served pursuant to extraterritorial agreement, to the extent it can replace out-of-priority depletions under the Cottonwood Augmentation Plan. Cottonwood estimates its demand at build out to be approximately 2,512 acre-feet per year, however, this value may be revised based upon the results of a forthcoming master plan. Cottonwood hereby seeks the right to use any of its augmentation credits either within or outside of Cottonwood’s boundaries, as they presently exist or may be modified in the future. B. Augmentation Requirements: (1) Tributary Wells: Water pumped through Cottonwood’s wells identified in paragraph 19, above, will be delivered via pipeline to the JWPP, where it will be treated and delivered to its customers through Cottonwood’s potable water system. Additionally, water may be pumped into Cottonwood’s non-potable, irrigation system. Water delivered into these systems will be separately metered and accounted for under the Cottonwood Augmentation Plan. The replacement water to offset depletions associated with pumping these wells will be owed to Cherry Creek. (2) Not Nontributary Wells: a. Cottonwood Loyd Wells No. DA-1 and DEN-1: Water withdrawn from Cottonwood Loyd Wells No. DA-1 and DEN-1 from the Lower Dawson and Denver aquifers, respectively, is to be used within Cottonwood’s municipal system for all decreed uses adjudicated in Cases No. 86CW360 and 86CW362. Cottonwood’s replacement requirements for these wells will be determined in accordance with C.R.S. § 37-90-137(9)(c). b. Crown Pointe Wells No. DA-1 and D-1: Cottonwood’s replacement requirements for its Crown Pointe Wells No. DA-1 and D-1 were determined in Case No. 88CW110. Cottonwood seeks to modify the methods by which water replacement water will be provided in order to satisfy the replacement requirements determined in Case No. 88CW110. C. Lagged Well Depletions: (1)

Tributary Wells: Pumping at the wells identified in paragraph 19.A, above, will be metered and recorded on a daily basis and reported on a monthly basis. The lagged depletive effect of the pumping for those wells added to the Cottonwood Augmentation Plan as modified herein will be determined as part of this case. (2) Not Nontributary Wells: As required by statute, Cottonwood will replace depletions that accrue while well pumping is occurring and to offset post-pumping depletive effects. 30. Integrated accounting for related decrees: Cottonwood hereby seeks approval of comprehensive accounting of water use and replacement of out-of-priority depletions under the Cottonwood Augmentation Plan, as modified herein. 31. Removal of limitation on well pumping: Cottonwood seeks the removal of previously-stipulated well pumping limits applicable to certain of Cottonwood’s tributary wells, as agreed to with ACWWA and incorporated into paragraph 21 of the decree in Case No. 81CW142, should Cottonwood enter into a written agreement with ACWWA providing for such removal. 32. Discontinue Use of Rapid Infiltration Ponds: Paragraph 17.B.2 of the decree in Case No. 81CW142 contemplated Cottonwood’s use of up to six rapid infiltration ponds (“RIPs’) to recharge water into the Cherry Creek alluvium. Cottonwood seeks to remove use of the RIPs from the Cottonwood Augmentation Plan. 33. Conclusion: Cottonwood seeks adjudication of water rights, change of water rights, modification of plans for augmentation, and claim for exchange, as described above and as may be revised to address concerns expressed by water users or Colorado water officials. 12CW304, The Board of County Commissioners of the County of Weld, State of Colorado (hereinafter "Co-Applicant” or “County”), P.O. Box 758, 915 10th Street, Greeley, CO 80632, 970-304-6496; The Central Colorado Water Conservancy District and Groundwater Management Subdistrict of the Central Colorado Water Conservancy District (hereinafter “Co-Applicant” or “Central”), 3209 W. 28th Street, Greeley, CO 80634, 970-330-4540; (Bradley C. Grasmick, #35055, Curran A. Trick, #44914, Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO 80534, Telephone: (970) 622-8181, E-mail: brad@ljcglaw.com; curran@ljcglaw.com). Amended Application For Storage Rights And Plan For Augmentation in WELD COUNTY. 2. Description of Application: The County has operated a gravel pit (the “Geisert Pit”) which has exposed groundwater that is tributary to the Cache la Poudre River. Currently, the County provides water to the Cache la Poudre and South Platte River for the Geisert Pit’s depletions under a Substitute Water Supply Plan (“SWSP”) approved by the State Engineer. As part of the reclamation of the Geisert Pit, the County has installed a slurry wall liner and seeks by this application to adjudicate a water storage right for the Geisert Pit. A portion of the Property will remain unlined which includes exposed groundwater and this Application includes a claim to augment depletions from the same. I. Application For Storage Rights. 3. Name of Structure: The Geisert Pit. 4. Legal Description: The Geisert Pit is located in Section 31, Township 6 North, Range 65 West of the 6th P.M. Weld County, Colorado (see Figure 1). 5. Name and capacity of ditches or structures used to fill reservoir and legal descriptions of point of diversion: Water will be diverted from the North bank of the Cache La Poudre River via a structure to be constructed, the point of diversion will be located at the Northeast 1/4 of the Southwest 1/4 of Section 31, Township 6 North, Range 65 West of the 6th P.M. Weld County, Colorado. An alternate location for the point of diversion will be at the Northwest 1/4 of the Southeast 1/4 of Section 31, Township 6 North, Range 65 West of the 6th P.M., Weld County, Colorado. 6. Diversion Amount: 55 cfs. 7. Source: the Cache La Poudre River. 8. Date of Appropriation: February 9, 2011 for 40 cfs diverted from either or a combination of both points of diversion described above; August 7, 2015 for 15 cfs diverted from either or a combination of both points of diversion. 9. How appropriation was initiated: By actions of the Weld County Commissioners authorizing construction and installation of a slurry wall liner to create storage space for the first 40 cfs and the total volume of the Giesert Pit and by filing of this amended application for the additional 15 cfs rate of diversion to fill and refill the reservoir. 10. Use: Augmentation, agricultural, industrial, mineral resource development, mining operations and construction of public works projects including operating air emissions control devices; controlling fugitive particulate emissions; washing and processing sand, gravel and aggregate; washing equipment; accounting for evaporative losses of water from mined materials stockpiled or removed from the site; irrigating and reclaiming mine site; maintaining wetlands;

construction and maintenance of roads, irrigation of landscaping, reclamation of construction sites for public facilities, fire suppression, and emergency response. 11. Surface Area at High Water Line: 39.3 acres. 12. Capacity of Reservoir: 2,200 acre feet. Applicant claims the right to fill and refill the Reservoir when the same is in priority. 13. Description of Project: Water will be diverted from the Cache la Poudre River and stored in Geisert Pit for application to the beneficial uses listed herein. II. Application For Augmentation Plan. 14. Structures to Be Augmented: Geisert Pit Cells 1 and 2 located in the Northeast 1/4 of Section 31, Township 6 North, Range 65 West of the 6th P.M. Weld County, Colorado, with a combined surface area of 7.1 acres. However, 2.3 acres of surface area resulted from pre 1981 mining activities. Therefore, Applicant intends to replace depletions from a surface area of 4.8 acres. The estimated depletions from Cells 1 and 2 to be replaced by Applicant are 13.9 acre feet per year. 15. Water Rights to be Used for Augmentation: A portion of the 300 acre feet of fully consumable water available to the Applicant from the City of Greeley pursuant to the perpetual lease agreement between the City and the Applicant dated November 4. 2004, the water right applied for herein for the Geisert Pit and other water rights available for augmentation. 16. Plan for Augmentation: The Geisert Pit Cells 1 and 2 were created as part of the mining operations on the Property and exposes groundwater to the atmosphere. This augmentation plan will replace the evaporative depletions associated with these two cells. 17. Method for Determination of Depletions: The Integrated Decision Support Group’s Alluvial Water Accounting System model (IDSAWAS), Version 1.5.77, was used to determine depletions to the Cache la Poudre River associated with the consumptive uses at the Geisert Pit Cells 1 and 2. 18. Location of Depletions: Depletions that impact the Cache la Poudre River in the Southeast 1/4 of Section 31, Township 6 North, Range 65 West of the 6th P.M. Weld County. 19. Replacement of Out-of-Priority Depletions: The County will make replacement of out-of-priority depletions in time, location and amount from the sources identified herein so as to prevent injury to vested water rights when the call affecting depletions is senior to December 29, 2012. 20. Accounting and Reporting: The County will install such measuring device(s) as are reasonably required by the Water Commissioner and will provide reports and accountings to the State and Division Engineers on a monthly basis. 21. Names and Addresses of Owners of Land on Which Structures are Located: The County owns the lands upon which the Geisert Pit is located and the City of Greeley owns the facilities associated with the water provided to the County pursuant to the perpetual water lease agreement. This amended application consists of 7 pages. THE WATER RIGHTS CLAIMED BY THESE APPLICATIONS MAY AFFECT IN PRIORITY ANY WATER RIGHTS CLAIMED OR HERETOFORE ADJUDICATED WITHIN THIS DIVISION AND OWNERS OF AFFECTED RIGHTS MUST APPEAR TO OBJECT WITHIN THE TIME PROVIDED BY STATUTE OR BE FOREVER BARRED.

YOU ARE HEREBY NOTIFIED that any party who wishes to oppose an application, or an amended application, may file with the Water Clerk, P. O. Box 2038, Greeley, CO 80632, a verified Statement of Opposition, setting forth facts as to why the application should not be granted, or why it should be granted only in part or on certain conditions. Such Statement of Opposition must be filed by the last day of OCTOBER 2015 (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.