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DISTRICT COURT, WATER DIVISION 1, COLORADO SEPTEMBER 2014 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 SEPTEMBER 2014 for each County affected.

14CW41 LORNA F. HAMIL TRUST, % Lorna Hamil, 2462 Fantail Circle, Anchorage, AK 99515. 907-868-5096. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Date of original decree: 02-28-02 in case 97CW59, WD1. Subsequent decree: 09-04-08 in case 08CW4, WD1. Hamil Well located NE1/4, SW1/4, S26, T9S, 75W of the 6th PM at a distance 2160 ft. from S and 2220 ft. from W. Lot 25, Filing 25, Indian Mountain Subdivision, aka 397 Quiver Road. Source: Groundwater. Appropriation date: 05-31-73. Amount: 15 gpm, Conditional. Use: Household only inside a single family dwelling.

14CW42 JOHN E. TERMOTTO AND JOHANNE J. TERMOTTO, 3525 CW114, Elizabeth, CO 80107. 303-923-5921. APPLICATION FOR UNDERGROUND WATER RIGHTS IN THE DENVER BASIN AQUIFERS UNDERLYING APPLICANT’S PROPERTY IN ELBERT COUNTY. Applicant seeks to adjudicate the well, permit 216941, and to adjudicate the nontributary and not nontributary Denver Basin groundwater underlying a 70 acre tract of land lying in the SW1/4, SE1/4, S7, T9S, R64W of the 6th PM, including the Upper Dawson aquifer.

14CW43 LARRY AND KARLA LANGTON, 6958 S. Hill St., Littleton, CO 80120. 303-730-3518. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Date of original decree: 1-30-02 in case 96CW1150, WD1. Subsequent decree: 8-12-08 in case 08CW16, WD1. Langton Well located SE1/4, NE1/4, S22, T9S, R75W of the 6th PM at a distance 2350 ft. from N and 600 ft. from E. Lot 42, Filing 7, Indian Mountain Subdivision. 222 Chief Trail. Source: Groundwater. Amount: 15 gpm, Conditional. Appropriation date: 05-31-73. Use: Household use only in a single family dwelling, not including irrigation.

14CW44 CHARLES PAUL DUPONT, 7626 E. Camelback Rd., Scottsdale, AZ 85251. 480-947-0613. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN PARK COUNTY. Date of original decree: 2-8-02 in case 97CW3, WD1. Subsequent decree: 9-30-08 in case 08CW34, WD1. DuPont Well located SW1/4, NW1/4, S35, T9S, R75W of the 6th PM, 2250 ft. from N and 200 ft. from W. Source: Groundwater. Appropriation date: 5-31-73. Amount: 15 gpm, Conditional. Use: Household use only inside a single family dwelling, not including irrigation.

14CW3109 The Well Augmentation Subdistrict of the Central Colorado Water Conservancy District (WAS), 3209 West 28th Street, Greeley, Colorado 80634. (970) 330-4540 c/o Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Suite 1, Johnstown, CO, 80534 (970)622-8181. Application to Add Well to the WAS Augmentation Plan in WELD, ADAMS and MORGAN COUNTIES. 2. Structure to be Added and Augmented. 2.1.1. Decreed Name of Structure to be Added and Augmented. Mayer Well No. 1-13777, Permit No. R-13777-RF, WDID 0207150. 2.1.2. Name and Address of Well Owner. Kenneth Mayer, 14534 WCR 19, Platteville, Colorado 80651. 2.1.3. Decree W-2476. A decree was entered in Water Court, Water Division No. 1, Case No. W-2476 on July 16, 1975 adjudicating Mayer Well No. 1-13777 in the SE1/4 NW1/4 of Section 22, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado at a point 1980 feet east of the west line and 20 feet north of the south line of the NW1/4 of Section 22, in the amount of 2.0 c.f.s with an appropriation date of

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May 30, 1954 for irrigation of 80 acres located in the W1/2 NW1/4 Section 22, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado. The same 80 acres is also irrigated by Mayer Well No. 1-13776 (WDID 0207149) also decreed in Case No. 2476 which well is already included in the WAS plan and has Contract No. 930. 2.1.4. Permit No. R-13777-RF. Permit R-13777-RF was issued July 17, 1974 as a replacement for Permit No. 13777. The location of the replacement well is in the SE1/4 NW1/4 of Section 22, Township 3 North, Range 67 West of the 6th P.M., Weld County, Colorado at a point 1980 feet east of the west line and 2628 feet south of the north line of the NW1/4 of Section 22. 3. WAS Contract 930. Contract 930 was amended and approved August 19, 2014 to add Mayer Well No. 1. See Exhibit 1. 3.1. Proposed Terms and Conditions. 3.1. The terms and conditions for the Mayer Well No. 1 will be the same as for the other Covered Wells in the Decree. The consumptive use factors will be 60% for flood irrigated acres and 80% for sprinkler irrigated acres. The method for determining future Well depletions will be those set out in the Decree at ¶¶16-19. The well will be subject to all the terms and conditions for operation as for other Covered Wells in the Decree. 3.2. Net Stream Depletions. Depletions resulting from the consumptive use of groundwater and accretions resulting from deep percolation of groundwater applied for irrigation will be lagged back to the St. Vrain River, Reach-C-1, using the Glover alluvial aquifer method and the following parameters. Transmissivity (gallons/day/foot) T = 112,700. Specific Yield = 0.2. Total Distance of Alluvial Aquifer Boundary from River W = 8,770 feet. Distance of Well from River X = 6,770 feet. 3.3. Out of priority depletions from pumping of the added well shall be augmented by WAS. 4. Distribution of Future Well Depletions. The Decree requires WAS to distribute well depletions between river reaches. ¶22.2 of the Decree states: “In the event of the addition or deletion of a well under this plan pursuant to ¶¶11.1.2 and 11.1.3, the Court shall approve and order such adjustments to the percentages set forth in ¶¶22.2.1, 22.2.2, and 22.2.4 as necessary to ensure that depletions continue to be replaced at locations necessary to prevent injury.” White Sands Water Engineers The addition of the well in this application does not require adjustment to the percentages used to distribute stream depletions.

14CW3110 Wiggins Farms, LLC, Chris Dinsdale, P.O. Box 1866, Sterling, CO 80751, (970) 522-3766. APPLICATION FOR PLAN FOR AUGMENTATION, in WELD, MORGAN and WASHINGTON COUNTIES. APPLICATION FOR PLAN FOR AUGMENTATION. 2. Wells to be augmented: All wells are located in the 6th P.M., Morgan County, Colorado. 2.1 Well No. 3 (WDID 0108152), Permit No. 4981-F, decreed in CA16704, Water Division No. 1, dated March 26, 1971 (Decree #482). A portion of the water right was changed to a new point of diversion and place of use in Case No. 85CW108, Water Division No. 1, July 31, 1989. 2.1.1. Legal description of well location: In the NW1/4 NE/4 Section 18, Township 4 North, Range 59 West, approximately 1320 feet South and 1320 feet West of the NE corner of said Section. 2.1.2. Decreed flow rate: 2.66 cfs 2.1.3. Date of appropriation: January 1, 1964 2.1.4. Use: Irrigation of 132.1 acres in the NE1/4, Section 18. 2.2. Well No. 4 (WDID 0108154), Permit No. 4989RF, decreed in Case No. decreed in CA16704, Water Division No. 1, dated March 26, 1971 (Decree #481). 2.2.1. Legal description of well location: In the SW1/4 SE1/4, Section 7, Township 4 North, Range 59 West, approximately 1310 feet from the South line and 1330 feet from the East line. 2.2.2. Decreed flow rate: 3.55 cfs 2.2.3. Date of appropriation: January 1, 1964. 2.2.4. Use: Irrigation of 160 acres in SE1/4 Section 7. 2.3. Well No. 5 (WDID 0108156), Permit No. 6334RR, decreed in CA16704, Water Division No. 1, dated March 26, 1971 (Decree #486). 2.3.1. Legal description of well location: In the NE1/4 SW1/4, Section 7, Township 4 North, Range 59 West, approximately 1796 feet from the South line and 3615 feet from the East line. 2.3.2. Decreed flow rate: 3.55 cfs 2.3.3. Date of appropriation: January 1, 1956. 2.3.4. Use: Irrigation of 320 acres in the SW1/4 and the NE1/4 of Section 7. 2.4. Well No. 8N (WDID 0108158), Permit No. 6720F, decreed in CA16704, Water Division No. 1, March 26, 1971 (Decree #488). 2.4.1. Legal description of well location: In the SE1/4 NE1/4 Section 1,

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Township 4 North, Range 60 West. 2.4.2. Decreed flow rate: 2.66 cfs 2.4.3. Date of appropriation: September 1, 1965 2.4.4. Use: Irrigation of 312 acres in the W1/2 Section 6, Township 4 North, Range 59 West, and the E1/2 Section 1, Township 4 North, Range 60 West with Well No. 8S. 2.5. Well No. 8S (WDID 0105016), Permit No. 6722FR, decreed in CA16704, Water Division No. 1, March 26, 1971 (Decree #479). 2.5.1. Legal description of well location: In the SE1/4 SE1/4 Section 1, Township 4 North, Range 60 West, approximately 75 feet from the South line and 1190 feet from the East line. 2.5.2. Decreed flow rate: 2.66 cfs 2.5.3. Date of appropriation: May 1, 1965 2.5.4. Use: Irrigation of 312 acres in the W1/2 Section 6, Township 4 North, Range 59 West, and the E1/2 Section 1, Township 4 North, Range 60 West with Well No. 8N. 2.6. Well No. 12 (WDID 0108148), Permit No. 11013R, decreed in CA16704, Water Division No. 1, March 26, 1971 (Decree #402), and Amended Decree of the same date. 2.6.1. Legal description of well location: In the SW1/4 Section 5, Township 4 North, Range 59 West, approximately 10 feet from the South line and 1320 feet from the West line. 2.6.2. Decreed flow rate: 3.2 cfs 2.6.3. Date of appropriation: March 1, 1956 2.6.4. Use: Irrigation of 300 acres in the W1/2 of Section 5, Township 4 North, Range 59 West. 2.7. Well No. 16 (WDID 0107430), Permit No. 22297F, decreed in Case No. 85CW108, Water Division No. 1, July 31, 1989. 2.7.1. Legal description of well location: In the NE1/4 NE1/4, Section 16, Township 4 North, Range 59 West, approximately 1310 feet from the North line and 1310 feet from the East line. 2.7.2. Decreed flow rate: 1.78 cfs 2.7.3. Date of appropriation: January 31, 1964 2.7.4. Use: Irrigation of 130.5 acres in the NE1/4 of Section 16, Township 4 North, Range 59 West. 2.8. Well No. 17 (WDID 0106014), Permit No. 4755F, decreed in Case No. W-2115, Water Division No. 1, January 10, 1973. 2.8.1. Legal description of well location: In the SW1/4, Section 8, Township 4 North, Range 59 West, approximately 1320 feet from the South line and 1106 feet from the West line. 2.8.2. Decreed flow rate: 3.12 cfs 2.8.3. Date of appropriation: October 3, 1963 2.8.4. Use: Irrigation of 160 acres in the SW1/4 of Section 8, Township 4 North, Range 59 West. 2.9. Well No. 28 (WDID 0107026), Permit No. 7029R, decreed in Case No. W-3125, Water Division No. 1, November 8, 1973 2.9.1. Legal description of well location: In the SW1/4 SW1/4, Section 24, Township 4 North, Range 60 West, approximately 60 feet from the South line and 683 feet from the West line. 2.9.2. Decreed flow rate: 4.03 cfs 2.9.3. Date of appropriation: December 31, 1937 2.9.4. Use: Irrigation of 160 acres in the SW 1/4 Section 24, Township 4 North, Range 60 West. 2.10 Well No. 29 (WDID 0107027), Permit No. 7030R, decreed in Case No. W-3125, Water Division No. 1, November 8, 1973 2.10.1. Legal description of well location: In the SW1/4 NW1/4 of Section 24, Township 4 North, Range 60 West, approximately 2580 feet from the North line and 47 feet from the West line. 2.10.2. Decreed flow rate: 2.90 cfs 2.10.3. Date of appropriation: July 29, 1952 2.10.4. Use: Irrigation of 160 acres in the NW1/4 of Section 24, Township 4 North, Range 60 West. 2.11 Well No. BW9 (WDID 0108829), Permit No. 04438F, decreed in Case No. W-2437, Water Division No. 1, February 7, 1973. 2.11.1. Legal description of well location: SE1/4 SE1/4 of Section 28, Township 4 North, Range 60 West, approximately 200 feet from the South line and 43 feet from the East line. 2.11.2. Decreed flow rate: 2.444 cfs 2.11.3. Date of appropriation: August 31, 1963 2.11.4. Use: Irrigation of 160 acres in the SE1/4 of Section 28, Township 4 North, Range 60 West. 2.12. Well No. BW10 (WDID 0108837), Permit No. 9272F, decreed in Case No. W-2437, Water Division No. 1, February 7, 1973. A correction of the place of use was decreed in Case No. 95CW20, Water Division No. 1, October 12, 1995. 2.12.1. Legal description of well location: NE1/4 SW1/4 of Section 28, Township 4 North, Range 60 West, approximately 1320 feet from the South line and 1320 feet from the West line. 2.12.2. Decreed flow rate: 2.444 cfs 2.12.3. Date of appropriation: September 30, 1965 2.12.4. Use: Irrigation of 140 acres in the SW¼ of Section 28, Township 4 North, Range 60 West. 2.13. Well No. 30 (WDID 0107576), Permit No. 6331RF, decreed in Case No. W-1950, Water Division No. 1, December 19, 1972. A portion of the water right was changed to a new point of diversion and place of use in Case No. 85CW108, Water Division No. 1, July 31, 1989. 2.13.1. Legal description of well location: In

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the NE1/4 SE1/4 Section 24, Township 4 North, Range 60 West, approximately 1940 feet from the South line and 350 feet from the East line. 2.13.2. Decreed flow rate: 3.22 cfs 2.13.3. Date of appropriation: August 26, 1952 2.13.4. Use: Irrigation of 143.1 acres in the NE1/4 of Section 24, Township 4 North, Range 60 West. 2.14. Well No. 31 (WDID 0107578), Permit No. 6330RR, decreed in Case No. W-1950, Water Division No. 1, December 19, 1972. A portion of the water right was changed to a new point of diversion and place of use in Case No. 85CW108, Water Division No. 1, July 31, 1989. 2.14.1. Legal description of well location: In the SW1/4 SE1/4 of Section 24, Township 4 North, Range 60 West, approximately 35 feet from the South line and 1785 feet from the East line. 2.14.2. Decreed flow rate: 3.88 cfs 2.14.3. Date of appropriation: April 21, 1944 2.14.4. Use: Irrigation of 138 acres in the SE1/4 of Section 24, Township 4 North, Range 60 West. 2.15. Well No. 32 (WDID 0107579), Permit No. 13034, decreed in Case No. W-1950, Water Division No. 1, December 19, 1972. A portion of the water right was changed to a new point of diversion and place of use in Case No. 85CW108, Water Division No. 1, July 31, 1989. 2.15.1. Legal description of well location: In the NE1/4 NE1/4 Section 25, Township 4 North, Range 60 West, approximately 1310 feet from the North line and 1316 feet from the East line. 2.15.2. Decreed flow rate: 2.84 cfs 2.15.3. Date of appropriation: May 5, 1937 2.15.4. Use: Irrigation of 132.1 acres in the NE1/4 of Section 25, Township 4 North, Range 60 West. 2.16. Well No. 33 (WDID 0107577), Permit No. 13035, decreed in Case No. W-1950, Water Division No. 1, December 19, 1972. A portion of the water right was changed to a new point of diversion and place of use in Case No. 85CW108, Water Division No. 1, July 31, 1989. 2.16.1. Legal description of well location: In the SW1/4 SE1/4 Section 25, Township 4 North, Range 60 West, approximately 55 feet from the South line and 1507 feet from the East line. 2.16.2. Decreed flow rate: 3.22 cfs 2.16.3. Date of appropriation: February 4, 1945 2.16.4. Use: Irrigation of 136.7 acres in the SE1/4 of Section 25, Township 4 North, Range 60 West. 3. Water to be used for augmentation: 3.1 All water rights claimed, listed, or otherwise described in the pending application in Case No. 13CW3156, Water Division No. 1, including but not limited to the Wiggins Farms East Pump Station and Wiggins Farms West Pump Station recharge projects. 3.2. All water rights decreed, listed, or otherwise described in the decree in Case No. 09CW7, Water Division No. 1, December 7, 2012, including but not limited to Wiggins Farms’ Recharge Projects No. 1 and 2, and augmentation credits used by Applicant pursuant to agreements with others, including Fort Morgan Reservoir and Irrigation Company (Case Nos. W-2692, 92CW81, 94CW185, 00CW261, 02CW345, 03CW399A, and 10CW177), Sublette, Inc. (Case No. 89CW27), Bijou Irrigation Company (Consolidated Case Nos. 04CW357, 01CW109, 02CW317, and 03CW406), and Groves Farms and Riverview Farms, LLC (Case No. 04CW81). 3.3 Blue Wing Farms, LLC (“Blue Wing”) has recently purchased farms adjacent to Applicant’s lands. Mr. Chris Dinsdale, member of Applicant, is also a member of Blue Wing. Blue Wing may develop recharge projects and may lease, purchase, or otherwise acquire water which may be used for replacement and augmentation, directly or by exchange. Applicant claims the right to use any such replacement sources in the plan for augmentation claimed herein. 3.4 Applicant may lease, purchase, or otherwise acquire and use additional replacement and augmentation supplies in this plan, and claims the right to do so without amending and republishing this application if such additional supplies are decreed by the water court or approved by the State Engineer’s Office for augmentation. 4. Oil and gas use. Applicant intends to file a well permit application to add commercial use to at least one well. Such uses will be accounted for as 100% depletion to the South Platte River and out-of-priority depletions will be replaced accordingly. 5. Statement of plan for augmentation: Diversions from the wells listed in paragraph 2 cause depletions to the South Platte River. To the extent that the depletions are out of priority, the plan will replace such out of priority depletions as necessary to prevent injury to vested water rights of others. Depletions from pumping after March 15, 1974 will be replaced with the exceptions described as follows in this paragraph and in paragraph 6. Well Nos. 3 and 12 were formerly augmented structures in the plan for augmentation obtained by

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the Well Augmentation Subdistrict of the Central Colorado Water Conservancy District (WAS) in Case No. 03CW99, Water Division No. 1, May 14, 2008. Well Nos. 3 and 12 were deleted from the WAS plan by decree in Case No. 11CW106, Water Division No. 1, January 17, 2013. Well Nos. 28, 29, BW9 and BW10 were formerly member wells in WAS and were removed from WAS prior to entry of a decree in 03CW99. Post-pumping depletions from these six wells under the WAS Substitute Water Supply Plans during the years 2003 – 2005 are replaced by WAS pursuant to the terms of its decree in Case No. 03CW99. All other depletions from these wells will be replaced by this plan for augmentation. 6. Central GMS Member Wells: The Well Nos. 30, 31, 32, and 33 are GMS Member Wells augmented by the augmentation plan of the Groundwater Management Subdistrict of the Central Colorado Water Conservancy District (GMS) decreed in Case No. 02CW335, Water Division No. 1, June 3, 2005, under Class D Contract No. 1047. The plan of augmentation proposed herein is for the purpose of allowing diversions from the wells in addition to the annual quota permitted under the GMS plan. Applicant and not GMS is and will be responsible for all depletions resulting from diversions authorized under this proposed plan for augmentation and any Substitute Water Supply Plan filed in connection with this Application. GMS policy prohibits GMS from replacing any depletion from supplemental plans. Applicant has complied with the GMS Policy regarding supplemental plans. 7. Applicant reserves the right to operate pursuant to §37-92-308, C.R.S., and successor statutes. Applicant reserves the right to identify additional wells to be augmented, and to remove wells and augmentation supplies from the plan for augmentation described herein. 8. Names and addresses of owners of land on which structures are located: Applicant owns the lands on which all wells except Well Nos. BW9 and BW10 are located. Well Nos. BW9 and BW10 are located on lands owned by Blue Wing Farms, LLC, c/o Chris Dinsdale, 1660 17th St., Suite 300, Denver, CO 80202. There are several diversion and recharge structures described in the decree in Case No. 09CW7 and the pending application in Case No. 13CW3156. A list of the owners of the lands where such structures are located is as follows: Fort Morgan Reservoir and Irrigation Company, 218 E. Kiowa, Fort Morgan, CO 80701; Sublette, Inc., c/o Rick Sandquist, P.O. Box 21, Orchard, CO 80644; Bijou Irrigation Company, P.O. Box 972, Fort Morgan, CO 80701; Groves Farms and Riverview Farms, LLC, 0085 Road X, Orchard, CO 80649; and Mary Anne Rothe, 15160 Highway 144, #16, Fort Morgan, CO 80701. 8 pages. 0 exhibits.

14CW3111 VERIFIED COMPLAINT FOR INJUNCTIVE RELIEF, COSTS AND PENALTIES. THE PEOPLE OF COLORACO, EX REL. DICK WOLFE, THE STATE ENGINEER FOR THE STATE OF COLORADO, AND DAVID L. NETTLES, THE DIVISION ENGINNER FOR WATER DIVISION 1, Plaintiffs v. MILLER-HFI, LLC AND JERRY MILLER, Defendants. Address: 428 N. 2nd Street, LaSalle, CO 80645.

14CW3112 The Well Augmentation Subdistrict of the Central Colorado Water Conservancy District (WAS), 3209 West 28th Street, Greeley, Colorado 80634. C/O Lawrence Jones Custer Grasmick LLP, 5245 Ronald Reagan Blvd., Johnstown, CO, 80531 (970)622-8181. APPLICATION TO DELETE A MEMBER WELL FROM AND ADD A WELL TO THE WAS AUGMENTATION PLAN in WELD, ADAMS AND MORGAN COUNTIES. 2. Augmentation Plan Deletion. Applicant operates an augmentation plan decreed in Case No. 03CW99 (the Plan). ¶11.1.3 of the decree in Case No. 03CW99 (Decree) allows the deletion of Member Wells from the Plan subject to notice and terms and conditions. WAS Contract 842, Exhibit 1, was modified on August 14, 2014 to delete Well Permit 12674-RR (WDID 0207194) and add in its place Well Permit 12673-R (WDID 0207192). Applicant now seeks approval of the Court to delete Well 12674-RR from the Plan. Well No. 3-12674 was decreed in Case No. W-4101 on April 3, 1974, located in the SE1/4 NW1/4, Section 6, Township 3 North, Range 66 West of the 6th P.M., Weld County, Colorado at a point 2615 feet South and 2295 feet East of the NW Corner of said Section 6 for diversion of 1.95 c.f.s with an appropriation date of December

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31, 1938 for irrigation of 80 acres in the E1/2 NW1/4 of said Section 6. The well is owned by McGlothlin Farms, LLC and Ms. Deb McGlothlin, 6734 S. Detroit Circle, Centennial, Colorado 80122. 3. Proposed Terms and Conditions for Deletions. ¶11.1.3 of the Decree requires that “WAS shall continue to replace all out-of-priority depletions caused by predeletion pumping of the well that occurred while the well was covered under the WAS plan or associated substitute supply plan.” White Sands Water Engineers Inc., (WSWE) has computed the total amount of the future depletions from past pumping for the years Well No. 1-12674-RR was pumped, 2003, 2004, 2005, 2013 and 2014. That amount is a total of 1.88 af as shown in the WSWE report dated September 5, 2014, Exhibit 2, Attachment 3. Applicant proposes to replace all the depletions in Exhibit 2, Attachment 3 at any time such depletions are out of priority. Applicant requests the Court approve Exhibit 2, Attachment 2 which is a Revised Exhibit 1 to the Decree and which reflects the proposed deletion and addition requested in this application. 4. Augmentation Plan Additions. ¶11.1.2 of the Decree in Case No. 03CW99 allows the addition of Member Wells to the Plan subject to notice and terms and conditions. 5. Structures to be Added and Augmented. 5.1. Decreed Name of Structure to be Added and Augmented. Well No. 1-12673, Permit 12673-R (WDID 0207192). 5.1.1. Name and Address of Well Owners. McGlothlin Farms, LLC and Ms. Deb McGlothlin, 6734 S. Detroit Circle, Centennial, Colorado 80122. 5.1.2. Decree W-4101. A decree was entered in Water Court, Water Division No. 1, Case No. W-4101 on April 3, 1974 adjudicating Well No. Well No. 1-12673 in the SE1/4 SW1/4 of Section 6, Township 3 North, Range 66 West of the 6th P.M Weld County, Colorado at a point 25 feet North and 2165 feet East of the SW corner of said Section 6, in the amount of 1.84 c.f.s with an appropriation date of December 31, 1925 for irrigation of 40 acres in the SE1/4 SW1/4 of Section 6, Township 3 North, Range 66 West of the 6th P.M., Weld County, Colorado. Exhibit 3. 5.1.3. WAS Contract 842. Contract 842 was modified on August 14, 2014 to delete Well Permit 12674-RR and add in its place Well Permit 12673-R. 6. Proposed Terms and Conditions. 6.1. The terms and conditions for Well Permit 12673-R the will be the same as for the other Covered Wells in the Decree. The consumptive use factors will be 60% for flood irrigated acres and 80% for sprinkler irrigated acres. The method for determining future well depletions will be those set out in the Decree at ¶¶16-19. The well will be subject to all the terms and conditions for operation as for other Covered Wells in the Decree. 6.2. Net Stream Depletions. Depletions resulting from the consumptive use of groundwater and accretions resulting from deep percolation of groundwater applied for irrigation will be lagged back to the South Platte River using the Glover alluvial aquifer method and the following parameters. Transmissivity (gallons/day/foot) T = 168,000. Specific Yield = 0.2. Total Distance of Alluvial Aquifer Boundary from River W = 13,600 feet. Distance of Well from River X = 11,200 feet. 6.3. Out of priority depletions from pumping of Well Permit 12673-R occur in Reach C-1 and will be augmented by WAS. 7. Distribution of Future Well Depletions. The Decree requires WAS to distribute well depletions between river reaches. ¶22.2 of the Decree states: “In the event of the addition or deletion of a well under this plan pursuant to ¶¶11.1.2 and 11.1.3, the Court shall approve and order such adjustments to the percentages set forth in ¶¶22.2.1, 22.2.2, and 22.2.4 as necessary to ensure that depletions continue to be replaced at locations necessary to prevent injury.” The addition and deletion of the wells in this application require no adjustment to the percentages used to distribute stream depletions as described in the WSWE report.

14CW3113 IZZET GÜNBIL, Henry D. Worley, Worley Law Office LLC, 611 North Weber, Suite 104, Colorado Springs, CO 80903. Application for Underground Water Rights and for Approval of Plan for Augmentation IN DOUGLAS COUNTY. 1. Name and address of Applicant: Izzet Günbil, 14360 Arfsten Road, Larkspur, CO 80118. Phone 303.660.9000. E-mail izzet@izzet.com. Applicant owns 40.0 acres of land described as the NW1/4 SW1/4 Section 26, T. 10 S., R. 66 W., 6th P.M. in Douglas County (the “Property”). A map showing the Property’s approximate boundaries is attached as Figure 1. A copy of the Applicant’s deed to the

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Property is attached as Exhibit A. 2. Names of wells and permit, registration, or denial numbers: permit no. 187044. This structure is currently permitted as an exempt well in the Dawson aquifer. A copy of that well permit is attached as Exhibit B. 3. Legal description of wells: Permit no. 187044 is located in the NW1/4 SW1/4 Section 26, T. 10 S., R. 66 W., 6th P.M., 1645 feet from the south section line and 660 feet from the west section line. Applicant hereby waives the 600 foot spacing rule in regard to all Dawson aquifer wells constructed on the Property. 4. Source: Not nontributary Dawson aquifer. 5.A. Date of appropriation: Not applicable. 5.B. How appropriation was initiated: Not applicable. 5.C. Date water applied to beneficial use: Not applicable. 6. Amounts claimed: Not nontributary Dawson aquifer: 3,024 acre feet, absolute. Nontributary Denver aquifer: 3,243.6 acre feet, absolute. Nontributary Arapahoe aquifer: 1,938 acre feet, absolute. Nontributary Laramie-Fox Hills aquifer: 1,272 acre feet, absolute. These amounts may be adjusted upward or downward to correspond to the State Engineer’s Determinations of Facts. 7. Proposed use: all beneficial uses, including augmentation, except municipal. 8. Names and addresses of owners of land on which well is located: Same as Applicant. 9. Remarks: A. There is one lien against the Property. Applicant is giving notice of the application to the lienor pursuant to C.R.S. 37-92-302(2)(b). A copy of the letter is attached as Exhibit C. After entry of the decree adjudicating the water rights and approving the plan for augmentation described below, Applicant will apply for a new well permit for his existing well, the terms of which are consistent with the plan for augmentation and with applicable statutes and regulations. II. APPLICATION FOR APPROVAL OF PLAN FOR AUGMENTATION. 10. Name of structures to be augmented: Existing Dawson aquifer well 187044. No other water rights are or will be diverted from this well. 11. Previous decrees for water rights to be used for augmentation: not applicable. 12. Historic use: Not applicable. 13. Statement of plan for augmentation: A. Water Demand. Applicant seeks to pump 1.5332 acre feet annually from his Dawson aquifer well for some or all of the following purposes: for indoor uses for drinking and sanitary purposes in the principal house, for livestock watering, for landscape and garden irrigation, for commercial use including but not limited to a dog breeding and training facility, including an office for the same, for a hot tub or swimming pools, fire suppression and for augmentation of depletions pursuant to the augmentation plan applied for herein. B. Water Consumption and Return Flows. Annual indoor water usage for the principal house is assumed by the State Engineer to be at least 0.2 acre foot. It is generally accepted that no more than ten percent of water used indoors in residences using non-evaporative septic systems and leach fields for wastewater disposal is consumed, with 90 percent (0.18 acre foot per home, annually) returning to the stream system. Although there will be some return flows from other uses, Applicant will rely only on return flows from septic systems and leach fields for replacement of depletions during a proposed 300 year pumping period. C. Allowable Annual Pumping and Replacement of Stream Depletions During Pumping. Based on computer modeling, stream depletions will occur to tributaries of the South Platte and Arkansas Rivers. Applicant proposes to aggregate and replace all stream depletions to Elk Creek, a tributary of Cherry Creek and the South Platte River. Computer modeling for an adjacent property indicates that during pumping total stream depletions will gradually increase to a maximum of approximately 11.74 percent of annual pumping in the 300th year. Based on that, Applicant intends to pump 1.533 acre foot annually for 300 years. This amount may be adjusted in the decree, to conform with the Division Engineer’s Consultation Report regarding depletions as a percentage of pumping over the proposed 300 year pumping period. Applicant also reserves the right to shorten the pumping period. D. Replacement of Stream Depletions After Cessation of Pumping. Applicant agrees to replace depletions for the shortest of the following periods: the period provided by the Colorado Legislature, should it eventually specify one and if the Applicants obtain water court approval for such modification, the period determined by the State Engineer, should the State Engineer lawfully establish such a period; the period established through rulings of the Colorado Supreme Court in relevant cases; or until Applicant or her

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successors petition the water court and after notice to parties in the case prove that they have complied with all statutory requirements. Applicant will reserve approximately 442 acre feet from the Denver aquifer underlying the Property for the replacement of post-pumping depletions, unless and until such time as any of the above conditions occurs which terminates the obligation to replace post-pumping depletions, or unless Applicant obtains judicial approval of another source of replacement water for post-pumping depletions. Applicant shall make post-pumping replacements annually as required to replace modeled stream depletions. Applicant proposes to aggregate all depletions and to replace them to the South Platte drainage. E. Miscellaneous. (1) As stated above, after entry of this decree, Applicant shall apply for a new well permit for existing permit 187044 on terms consistent with the decree in this case and with applicable regulations and statutes. (2) Applicant will include in the decree provisions which (a) limit annual pumping from the proposed Dawson aquifer well to 1.5332 acre feet annually: (b) require the use of a non-evaporative septic system for wastewater treatment; (c) reserve adequate nontributary water for replacement of post-pumping depletions, which reservation may be voided upon the occurrence of any of the events specified above eliminating the need for such reservation; (d) inform future owners that utilization of water for indoor residential purposes is required in order to generate the necessary return flows for augmentation; and (e) indicate that the owners will be required to construct a well or wells into the Denver aquifer underlying the Property for replacement of post-pumping depletions if the source of augmentation water is unchanged. Provisions otherwise limiting the uses to which water may be used on the Property are unnecessary because the annual pumping limitations, and the requirement that non-evaporative septic systems be used, ensures that septic system return flows alone will equal depletions throughout the 300 year pumping period. (3) This application is being filed in both Water Divisions 1 and 2 because stream depletions will occur in both the South Platte and Arkansas drainages. After the time for filing statements of opposition has expired, Applicant will seek to consolidate the two applications in Water Division 1. (4) It is not uncommon in applications such as this for values for amounts of water available for appropriation, amounts which may be pumped annually pursuant to the plan for augmentation, depletion factors, and amounts required to replace post-pumping depletions to vary somewhat from the values determined by the Division of Water Resources. Applicant hereby gives notice that he reserves the right to amend the figures set forth herein as necessary to conform to the State’s figures regarding such issues. 14CW3114 GREEN ACRES TURF FARMS, INC. c/o Dan Platt and Eugene J. Riordan, Vranesh and Raisch, LLP, 1720 14th Street, Suite 200, Boulder, Colorado 80302, 303.443.6151. APPLICATION FOR FINDING OF REASONABLE DILIGENCE IN WELD COUNTY. 1. Name, Mailing Address, and Telephone Number of Applicant: Green Acres Turf Farms, Inc. (“Green Acres”), 5515 County Road 49, P.O. Box 219, Hudson, Colorado 80642, Telephone 303.288.2637. 2. Name of structure: Ireland Reservoir No. 4. 3. Description of conditional water right: 3.1. Date of original decree, case number, and court: The water right that is the subject of this diligence application was originally decreed by the District Court, Water Division 1 on February 9, 1993, in Case No. 1990CW197. 3.2. Subsequent decrees awarding findings of reasonable diligence: Findings of reasonable diligence were made by decrees entered on June 28, 2000 in Case No. 1999CW22 and on September 4, 2008 in Case No. 2006CW147. 3.3. Legal description of structure: The dam for Ireland Reservoir No. 4 is located on Box Elder Creek in Section 7, Township 1 North, Range 64 West, 6th P.M., Weld County, Colorado, approximately 1,883 feet from the south section line and 1,985 feet from the west section line of Section 7. (See Exhibit A). 3.4. Source: Box Elder Creek, a tributary to the South Platte River. 3.5. Dates of Appropriation: May 1, 1948 and May 1, 1974. 3.6. Amount: 32.33 acre feet annual fill and refill. 3.7. Use: In Case No. 1990CW197 irrigation, fish and wildlife uses were decreed absolute and domestic, commercial, industrial and fire protection uses were decreed

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conditional for the first fill, and irrigation, fish and wildlife, domestic, commercial, industrial and fire protection uses were decreed conditional for refill, with a May 1, 1948 date of appropriation. Augmentation and exchange uses were decreed conditional for the first fill and refill with a May 1, 1974 date of appropriation. 4. Detailed outline of what has been done toward completion of the appropriation and application of the water to a beneficial use as conditionally decreed, including expenditures, during the previous diligence period: Green Acres has continued to use the absolute water right from Ireland Reservoir No. 4 for irrigation, fish and wildlife purposes. Since the last diligence decree in Case No. 2006CW147 was entered in September, 2008 the following work has been done toward completion of the appropriation of the conditional water right. 4.1. Green Acres sold an additional five lots in the Hudson Industrial Park for development. Green Acres owns one remaining lot and an additional 240 acres within the Hudson Industrial Park that are unplatted. Green Acres has continued to market the remaining lot and 240 acre parcel within the Hudson Industrial Park. 4.2 Green Acres installed a data logger to measure water released from Ireland Reservoir No. 4 for irrigation use. The data logger is attached to the meter Green Acres installed during the previous diligence period. 4.3. Green Acres installed staff gauges and prepared topographic surveys and Stage Area Capacity tables for Ireland Reservoir No. 4 and Ireland Reservoir No. 1. 4.4. Green Acres spent over $18,000 for materials and the services of consultants and engineers to complete the activities described in paragraphs 4.2 and 4.3. Green Acres spent an additional $3,600 in legal fees in connection with the activities identified in paragraphs 4.1, 4.2 and 4.3. 5. Names and addresses of owners or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure, is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. 5.1. Green Acres is the owner of the land upon which water will be placed to beneficial use, and has an easement for Ireland Reservoir No. 4. 5.2. The following are owners of land in the southwest quarter of Section 7, Township 1, North, Range 64 West, and may own land upon which Ireland Reservoir No. 4 is located: Susan D. Barrier Rev. Living Trust, Gregg A. Barrier Rev. Living Trust, 4402 County Road 49, Hudson, Colorado 80642; Debora A. and Fred R. Olguin, 4274 County Road 49, Hudson, Colorado 80642; Pamela L. and Randy L. Edens, P. O. Box 459, Hudson, Colorado 80642; Katherine A. and Leslie A. Resler, P.O. Box 190, Hudson, Colorado 80642. 6. Remarks. At this time Green Acres does not claim that any of the conditional water right has been made absolute. This is a claim for continuing diligence. WHEREFORE, Green Acres respectfully requests that the Court make a finding of reasonable diligence and that the conditional water right for Ireland Reservoir No. 4 be continued in the amount of 32.33 annual acre feet for domestic, commercial, industrial, fire protection, augmentation and exchange uses for the first fill, and for irrigation, fish and wildlife, domestic, commercial, industrial, fire protection, augmentation and exchange uses for the refill. 14CW3115 Gail C. Ridings. 997 Upper Bear Creek Road, Evergreen, Colorado 80439. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION TO MAKE ABSOLUTE A CONDITIONAL UNDERGROUND WATER RIGHTS. IN CLEAR CREEK COUNTY. 2. Name of Structures: Tallgrass Well No. 1 (Permit No. 68488-F) and Tallgrass Well No. 2 (Permit No. 68705-F). 3. Description of Conditional Water Rights: A. Date of Original Decree: October 1, 2008. Case No. 2008CW41. Court: District Court, Water Division 1. B. Location: Tallgrass Well No. 1 is located in the NW 1/4 NE 1/4 of Section 11, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point approximately 1,100 feet from the North Section line and 2,250 feet from the East Section line of said Section 11. Tallgrass Well No. 2 is located in the NW 1/4 NE 1/4 of Section 11, Township 5 South, Range 72 West, 6th P.M., Clear Creek County, at a point approximately 1,000 feet from the North Section line and 2,400 feet from the East Section line of said Section 11. C. Source: Ground water that is tributary to Bear Creek and the South Platte River. D. Appropriation Dates: Tallgrass Well

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No. 1: February 9, 1984. Tallgrass Well No. 2: March 26, 1969. E. Amounts: Tallgrass Well No. 1: 12 gallons per minute, Conditional. Tallgrass Well No. 2: 3 gallons per minute, Conditional. F. Uses. Commercial, domestic and fire protection purposes; provided, however, that the use of water for domestic purposes is in conjunction with a commercial business, Conditional. 4. Outline of What Has Been Done Toward Completion of the Appropriation and Application of Water to a Beneficial Use as Conditionally Decreed. a. The Tallgrass Well Nos. 1 and 2 are used to supply the water requirements for a commercial business. The wells were included in the plan for augmentation which was decreed in Case No. 2008CW41. b. The Tallgrass Well Nos. 1 and 2 were in use at the time the plan for augmentation was approved. However, the permits under which the wells were being operated only authorized domestic use of the water. Therefore, the Court awarded conditional water rights to each structure. c. Subsequent to the approval of the plan for augmentation, the State Engineer issued new permits for the Tallgrass Well Nos. 1 and 2, copies of which are enclosed as Exhibits "A" and "B." The Permits authorize use of water from the wells for commercial, domestic and fire protection purposes in accordance with the Decree in Case No. 2008CW41. 5. Date Water Applied to Beneficial Uses: The first day that water from the Tallgrass Well No. 1 was beneficially used in conformity with the Decree in Case No. 2008CW41 and Permit No. 68488-F was August 19, 2009. The first day that water from the Tallgrass Well No. 2 was beneficially used in conformity with the Decree in Case No. 2008CW41 and Permit No. 68705-F was October 21, 2009. WHEREFORE, Applicant requests that the Court enter an Order making the Tallgrass Well No. 1 Absolute in the amount of 12 gallons per minute, and the Tallgrass Well No. 2 Absolute in the amount of 3 gallons per minute, for all of the decreed uses. (4 pages and two exhibits). 14CW3116, The City of Aurora, Colorado, a municipal corporation of the Counties of Adams, Arapahoe, and Douglas, acting by and through its Utility Enterprise (“Aurora Water”), 15151 East Alameda Parkway, Suite 3600, Aurora, Colorado 80012. Telephone: 303-739-7370. c/o John M. Dingess, Esq., and Peter C. Johnson, Esq., Duncan, Ostrander & Dingess, P.C., 3600 South Yosemite Street, Suite 500, Denver, Colorado 80237. Telephone 303.779.0200.APPLICATION TO MAKE CONDITIONAL WATER RIGHTS ABSOLUTE, FOR A FINDING OF REASONABLE DILIGENCE AND TO CONTINUE CONDITIONAL WATER RIGHTS, IN ADAMS AND ARAPAHOE COUNTIES. 2. Description of conditional water rights: In Case No. 06CW257, Water Division 1, the Court approved an augmentation plan enabling Aurora to replace out-of-priority depletions caused by a) irrigation of municipal parks, golf courses, and greenbelts throughout the City, and b) evaporation from certain ponds. As part of Case No. 06CW257, Aurora was awarded conditional water rights for these structures. Aurora now seeks a finding of reasonable diligence regarding those structures, and seeks to perfect certain portions of the conditional water rights, as further described below. 2.1. Previous Decree: The original decree was entered in Case No. 06CW257, Water Division No. 1 on September 25, 2008 (the “06CW257 Decree”). 2.1.1. Note: In addition to approving the subject conditional water rights, the 06CW257 Decree also approved a plan for augmentation. The plan for augmentation approved in the 06CW257 Decree is not within the jurisdiction of this Court in this diligence proceeding. 2.2. Source: Surface and ground water tributary to Westerly Creek, West Tollgate Creek, East Tollgate Creek, and Piney Creek. Westerly Creek, West Tollgate Creek, and East Tollgate Creek are tributaries of Sand Creek. Piney Creek is a tributary of Cherry Creek. Sand Creek and Cherry Creek are tributaries of the South Platte River. 2.3. Date of Appropriation: December 14, 2006. 2.4. Uses: Municipal, irrigation, recreation, fish and wildlife propagation, and replacement and augmentation of such uses. 2.5. Place of Use: The parks, golf courses, and greenbelts identified in the 06CW257 Decree, including Expo Park, Utah Park, Jewell Wetlands, City Center Park, Hutchinson Greenway, Centre Hills Golf Course, and Saddle Rock Golf Course. A general location map of these structures and locations is attached hereto as Exhibit A.

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2.6. Names, Sources, and Amounts: TABLE 1

Structure Source Conditional Amount Expo Park Pond No. 1 & Pump Station

Westerly Creek 1,815 gpm

Expo Park Pond No. 2 Westerly Creek 10 gpmExpo Park Pond No. 3 Westerly Creek 5 gpmUtah Park Pond & Pump Station

Westerly Creek 1,150 gpm

Jewell Wetlands Pond Westerly Creek 5 gpmCity Center Park Pond Tollgate Creek 10 gpmHutchinson Greenway Pond & Pump Station

Tollgate Creek 1,220 gpm

Centre Hills GC Pond No. 1 & Pump Station

Tollgate Creek 515 gpm

Centre Hills GC Pond No. 2 Tollgate Creek 10 gpmCentre Hills GC Pond No. 3 Tollgate Creek 5 gpmCentre Hills GC Pond No. 4 Tollgate Creek 5 gpmSaddle Rock GC Well Permit No. 61038-F

Piney Creek 150 gpm

2.7. Location of Structures: 2.7.1. Westerly Creek: 2.7.1.1. Expo Park Pond #1 and Pump Station: Irrigation Pond with pump located on Westerly Creek in the NE1/4 of the NW1/4 of Section 14, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 250 feet from the North Section line and 1,590 feet from the West Section line. 2.7.1.2. Expo Park Pond #2: Pond located on Westerly Creek in the SE1/4 of the NW1/4 of Section 14, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 1,615 feet from the North Section line and 1,520 feet from the West Section line. 2.7.1.3. Expo Park Pond #3: Pond located on Westerly Creek in the SE1/4 of the NW1/4 of Section 14, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 2,125 feet from the North Section line and 1,700 feet from the West Section line. 2.7.1.4. Utah Park Pond & Pump Station: Irrigation pond with pump located on Westerly Creek in the SW1/4 of the SW1/4 of Section 24, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 900 feet from the South Section line and 715 feet from the West Section line. 2.7.1.5. Jewell Wetlands Pond: Pond located in the SW1/4 of the SE1/4 of Section 24, Township 4 South, Range 67 West of the 6th P.M., Arapahoe County, at a point 340 feet from the South Section line and 2,420 feet from the East Section line. 2.7.2. Tollgate Creek: 2.7.2.1. City Center Park Pond: Pond located in the SW1/4 of the SE1/4 of Section 7, Township 4 South, Range 66 West of the 6th P.M., Arapahoe County, at a point 760 feet from the South Section line and 2,065 feet from the East Section line. 2.7.2.2. Hutchison Greenway Pond & Pump Station: Irrigation Pond with pump located on West Tollgate Creek in the SW1/4 of the SE 1/4 of Section 28, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 275 feet from the South Section line and 1,920 feet from the East Section line. 2.7.2.3. Centre Hills Golf Course Pond #1 & Pump Station: Irrigation Pond with pump located on East Tollgate Creek in the NE1/4 of the SW1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 1,475 feet from the South Section line and 2,630 feet from the West Section line. 2.7.2.4. Centre Hills Golf Course Pond #2: Pond located on East Tollgate Creek in the SW1/4 of the SE1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 920 feet from the South Section line and 2,245 feet from the East Section line. 2.7.2.5. Centre Hills Golf Course Pond #3: Pond located on East Tollgate Creek in the SW1/4 of the SE1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 650 feet from the South Section line and 1,310 feet from the East Section line.

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2.7.2.6. Centre Hills Golf Course Pond #4: Pond located on East Tollgate Creek in the SE1/4 of the SE1/4 of Section 8, Township 4 South, Range 66 West of 6th P.M., Arapahoe County, at a point 360 feet from the South Section line and 645 feet from the East Section line. 2.7.3. Piney Creek: 2.7.3.1. Saddle Rock Golf Course (Well Permit No. 61038-F): A tributary well in Piney Creek located in the NE 1/4 of the NW1/4, Section 25, Township 5 South, Range 66 West of the 6th P.M., Arapahoe County, at a point 850 feet from the North Section line and 2525 feet from the West Section line. 3. Integrated Water Supply System: The conditionally decreed water rights described above each constitute a feature of an integrated water system. “When a project or integrated system is comprised of several features, work on one feature of the project or system shall be considered in finding that reasonable diligence has been shown in the development of water rights for all features of the entire project or system.” C.R.S. § 37-92-301(4)(b). 4. Detailed outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures, during the previous diligence period: During this diligence period, Applicant undertook the following work in furtherance of these conditional water rights, including the following: 4.1 Aurora’s Diligence Activities Specific to the Subject Conditional Water Rights. 4.1.1. Aurora has actively maintained the pumps and upgraded meters at Expo Park, Utah Park, Hutchinson Greenway, and Centre Hills Golf Course. New meters were installed at these four sites in 2011 at a cost of $50,352.55. 4.1.2. Aurora has actively maintained the ponds and surrounding structures at Expo Park, Utah Park, Jewell Wetlands, City Center Park, Hutchinson Greenway, and Centre Hills Golf Course. Routine daily, weekly, and monthly maintenance occurs at all locations. 4.1.3. Pumping and evaporative depletions from the subject structures has been calculated and recorded, and such monthly accounting has been maintained and submitted to the Division 1 State Engineer’s office. 4.1.4 The subject ponds and diversions structures are fully constructed, therefore little physical construction activity is required to perfect the subject conditional water rights. However, Aurora constantly monitors streamflow conditions and administrative conditions (i.e. river calls) to identify opportunities during which Aurora can divert and place to beneficial use additional amounts of water pursuant to the subject conditional water rights. 4.2. Aurora’s Legal Protection and Development Efforts Pertaining to the Subject Conditional Water Rights. 4.2.1. Aurora has actively protected the subject conditional water rights from potential injury by performing monthly reviews of the Water Division 1 Water Court Resume to determine whether the filing of Statements of Opposition was necessary to protect its water rights in Water Division 1, including the subject conditional water rights. Aurora has filed statements of opposition in several cases to protect its water rights during this diligence period. Additionally, Aurora’s counsel has continued to participate in pending legal actions to protect these conditional water rights during this diligence period. During the subject diligence period, Aurora expended approximately $36,000 on legal expenses and $338,000 on engineering expenses for the aforementioned development and perfection of the subject conditional water rights. 4.3. Aurora’s System-Wide Diligence Activities. During this diligence period, Aurora performed work on other parts of its integrated water supply system that is either necessary for the successful operation of the subject water rights or in furtherance of those rights, including the following: 4.3.1. South Platte River Basin 4.3.1.1. Prairie Waters Project: During this diligence period, Aurora has expended over $371,000,000 on the construction of several elements of its Prairie Waters Project. 4.3.1.2. Construction of Northern Treatment Plant: Aurora is a member of the Metro Wastewater Reclamation District (“Metro”). Metro is currently constructing its Northern Treatment Plant, which is projected to be operational by 2016. 4.3.1.3. Sand Creek Water Reuse Plant: Aurora operates this 5-million-gallon per day facility to provide treated water for irrigation throughout the city. During this diligence period, Aurora expended over $2,800,000 on improvements and expansion of this facility. 4.3.1.4. Reuse of Lawn Irrigation Return Flows: During this diligence period, Aurora prosecuted Case No. 02CW341, Water Division 1, under which return flows from lawn irrigation use are quantified to facilitate future reuse of this water,

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including diversion of such water pursuant to the subject conditional water rights as well as replacement of out-of-priority depletions from the same. A decree was entered in that case in December of 2008. Aurora also performed studies of LIRFs throughout Aurora that included various analyses conducted to determine the amount, timing, and location of additional LIRFs within several drainage basins within Aurora’s service area. 4.3.1.5. Water System Master Plan: Aurora updates its Master Plan every five years to identify water storage, transmission, and pumping system improvements needed to meet future growth. Aurora expended over $125,000 during the subject diligence period on this effort. 4.3.1.6. South Platte Exchange: On September 22, 2013, Aurora obtained a decree in Case No. 08CW253, Water Division 1, granting a finding of reasonable diligence and making absolute portions of conditional exchange rights. These water rights allow Aurora to exchange certain reusable water from the confluence of Tarryall Creek and the South Platte River to Spinney Mountain Reservoir, where it can be released as a replacement source for the subject conditional water rights. 4.3.1.7. Griswold Water Treatment Plant Renovations: This facility treats a portion of the raw water before it is delivered to Aurora’s customers. Over $1,200,000 was spent by Aurora during this diligence period for improvements to this facility. 4.3.1.8. Wemlinger Water Treatment Plant Expansion: During this diligence period, Aurora spent over $2,000,000 on expansion of the Wemlinger Water Treatment Plant. 4.3.1.9. Automated Meter Reading System: Aurora spent over $4,300,000 during this diligence period for conversion of its manual utility reading system to a fully automated system. 4.3.1.10. Study of Aurora’s Water Needs: During this diligence period, Aurora spent more than $1,560,000 toward engineering and planning studies to assist in determining the City’s future water needs and a plan to meet those needs. 4.3.2. Arkansas River Basin 4.3.2.1. Case No. 2006CW101: During this diligence period, Aurora obtained a decree in Case No. 2006CW101, Water Division 2, thereby making absolute certain conditional exchanges of water in the Arkansas River Basin upstream to the Otero Pipeline for conveyance to Aurora’s storages and diversion facilities within the South Platte River Basin. The decree in this case was granted on June 8, 2009. 4.3.2.2. Case No. 2001CW145 Water Division 2: Aurora completed negotiations with opposers and adjudication of several appropriative rights of exchange in the Arkansas River Basin, which will increase Aurora’s ability to exchange water from the Arkansas River Basin upstream to the Otero Pipeline for conveyance to Aurora’s storages and diversion facilities within the South Platte River Basin. The decree in this case was granted on October 30, 2012. 4.3.2.3. Payment for purchase and lease of Rocky Ford Ditch shares: During this diligence period, Aurora spent over $4,700,000 for repayment of bonds, including principal and interest, that were issued or refunded for the purchase of original Rocky Ford Ditch shares changed in Case No. 83CW18, Water Division 2. 4.3.2.4 Payments to Rocky Ford School District R-2: Aurora and the Rocky Ford School District R-2 entered into an Intergovernmental Agreement on February 7, 2005 under which Aurora agreed to make annual payments to the School District concerning the Rocky Ford Ditch shares that are a replacement source for the subject conditional water rights. During this diligence period, Aurora made a total of $300,000 in annual payments. 4.3.2.5. Revegetation: During this diligence period, 100% completion of the revegetation of formerly irrigated lands required under the decree in Case No. 83CW18, Water Division 2, and subsequent orders was achieved. Aurora also completed a majority of the revegation effort pertaining to Case No. 99CW169(A), Water Division 2. This allows for the transfer and eventual use by Aurora of Rocky Ford Ditch water. Weed control of the revegetated lands is continuing. During this diligence period, Aurora has made expenditures for expert revegetation classifications and reports, actual revegetation and weed control costs, as well as farm equipment purchases, office overhead and personnel costs. 4.3.2.6. Payments to Otero County: Aurora and Otero County entered into an Intergovernmental Agreement on February 22, 1994, and amended that Agreement on October 29, 2001 under which Amendment Aurora agreed to make annual payments to Otero County concerning the Rocky Ford Ditch shares that are a replacement source for the subject conditional water rights. During this diligence period, Aurora made payments of over $200,000. 4.3.2.7. Pueblo Reservoir

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Storage: During this diligence period, Aurora paid the Bureau of Reclamation over $3,119,000 for use of Pueblo Reservoir in the storage and exchange of Arkansas River Basin water upstream for transport and use by Aurora in the South Platte Basin. 4.3.2.8. Intergovernmental Agreement with SECWCD: On October 3, 2003, Aurora entered into an Intergovernmental Agreement with the Southeastern Colorado Water Conservancy District (“SECWCD”), replacing an agreement between the parties dated December 7, 2001. Aurora’s use of Fryingpan-Arkansas facilities for certain water rights is discussed under this IGA. During this diligence period, Aurora made payments of approximately $929,000 to SECWCD under this IGA. 4.3.2.9. Intergovernmental Agreement with LAWVWCD: Pursuant to an Intergovernmental Agreement with the Lower Arkansas Valley Water Conservation District (“LAVWCD”), Aurora paid approximately $750,000 to LAVWCD for the identification and implementation of infrastructure improvements, research, and investigations designed to assist in the permitting or implementation of water leasing programs in the Lower Arkansas Valley, as well as remediation and restoration efforts in the Fountain Creek Corridor. 4.3.2.10. Agreements for Use of the Holbrook System Facilities: On March 1, 2005, Aurora entered into two agreements pertaining to the use of the diversion, conveyance and storage facilities of the Holbrook Mutual Irrigating Company (“Holbrook”). Aurora and Holbrook extended this agreement on February 2, 2010. These agreements implement a program to recapture and store yield from foregone diversions of senior water rights. Aurora completed structural modifications to the Holbrook system facilities and has filed a Substitute Water Supply Plan necessary to implement the program. Further, Aurora initiated a study to examine enlargement of the Holbrook Reservoir to further facilitate operations. During this diligence period, Aurora made payments of approximately $169,000 to Holbrook under this agreement. 4.3.2.11. Gravel Pit Storage: Aurora is pursuing gravel pit storage options on the Arkansas River downstream from Pueblo Reservoir to allow storage of its water rights for eventual exchange to Pueblo Reservoir. These stored rights will facilitate Aurora’s Arkansas River Basin operation. During this diligence period, Aurora spent over $143,000 toward this effort. 4.3.3. Colorado River Basin. 4.3.3.1. During this diligence period, Aurora and the City of Colorado Springs negotiated with Objectors in Case No. 95CW272(A), Water Division 5, and entered into Stipulations with many of the Objectors in that case, which adjudicated changes of water rights and augmentation plans and exchanges involving the Homestake water rights. A decree was granted in this matter on March 16, 2011. 4.3.3.2. Homestake Project: Work was done on the Homestake Diversion Channel to reduce erosion, including riprap and installation of a new roadway culvert. Once water is transported over the continental divide through the Otero Pump Station and Homestake Pipeline, it is then transported by the Homestake Diversion Channel to Spinney Mountain Reservoir in the South Platte Basin. During this diligence period, Aurora spent over $22,400,000 toward this effort. 4.3.3.3. During this diligence period, Aurora prosecuted Case No. 2009CW17, Water Division 5. On October 10, 2010, the Division 5 Water Court entered a decree confirming diligence and continuing in effect the conditional water rights originally decreed in Case No. 98CW270, which comprise part of the Homestake Project. 4.3.3.4. On June 21, 2004, the City of Aurora entered into an additional Water Exchange Agreement with the Eagle Park Reservoir Company, the Colorado River Water Conservation District, the Eagle River Water and Sanitation District, the Upper Eagle Regional Water Authority, and Vail Associates, Inc. to supplement a 1998 Water Exchange Agreement. This agreement affects operations of the Homestake water rights and deliveries of reusable water to Aurora for use as a replacement source for the subject conditional water rights. On January 5, 2010, the City of Aurora entered into a Consolidated Water Exchange Agreement to supplement and merge and consolidate the 1998 and 2004 Agreements. 4.3.3.5. During this diligence period, Aurora has negotiated and recently executed a Recovery Action Plan Participation Agreement with the Northern Colorado Water Conservancy District, and a Ruedi Insurance Water Cost Participation Agreement with the City and County of Denver. The purpose of these agreements is to mitigate the impacts of transmountain diversions to Colorado’s front range in order to support the

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Recovery Implementation Program for Endangered Fish Species in the Upper Colorado River Basin. 4.3.4. Protection Efforts: During this diligence period, Aurora made expenditures for legal services for participation in Water Divisions 1, 2 and 5 cases to protect the rights and interests of Aurora with regard to its water supply system, including the subject conditional water rights.

5. Claims to make absolute:

Structure Date(s) of Diversion and Application to

Beneficial Use Amount

Place of Use

Expo Park Pond No. 1 &

Pump Station

July 1, 2009 August 27, 2014

1,548 gpm

Expo Park

Expo Park Pond No. 2

July 1, 2009 8 gpm Expo Park

Expo Park Pond No. 3

July 1, 2009 3 gpm Expo Park

Utah Park Pond & Pump Station

July 1, 2009 June 17, 2014

1,020 gpm

Utah Park

Jewell Wetlands Pond

February 1-10, 2010 2.6 gpm Jewell Wetlands

City Center Park Pond

April 18-24, 2009 4 gpm City Center

Park Hutchinson

Greenway Pond & Pump Station

July 1, 2009 August 27, 2014

657 gpm

Hutchinson Greenway

Centre Hills GC Pond No. 1 & Pump Station

July 1, 2009 June 1-3, 2010

167 gpm

Centre Hills Golf Course

Centre Hills GC Pond No. 2

July 1, 2009 3.3 gpm Centre Hills Golf Course

Centre Hills GC Pond No. 3

July 1, 2009 1.8 gpm Centre Hills Golf Course

Centre Hills GC Pond No. 4

July 1, 2009 2 gpm Centre Hills Golf Course

5.1.1. Type of use for all absolute claims: Municipal, irrigation, recreation, fish and wildlife propagation, and replacement and augmentation of such uses. 5.1.2. Evidence that diversions were made in priority: Applicant’s accounting data, field observations, and measurements prove that the above-described diversions were made in priority in the amounts claimed for the beneficial uses listed herein. 6. Name and address of owner or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: None. All of the subject structures are existing structures owned by Aurora. WHEREFORE, the Applicants respectfully request that this Court enter a decree: (1) finding that the Applicants have exercised reasonable diligence in the development of the above-referenced conditional water rights; (2) confirming that the above-described conditional water rights are part of an integrated water system and that due diligence as to any one component constitutes due diligence on all parts of such system; (3) awarding the above-described absolute water rights in the amounts described above; (4) continuing the remaining conditional water rights in full force as decreed; (5) confirming that this application for a finding of reasonable diligence pertains only to the subject conditional water

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rights, and that the plan for augmentation approved in the 06CW257 Decree remains otherwise unaffected by this proceeding; and for such other and further relief as this Court deems just and proper. 14CW3117 (Former Case No. 99CW207) CITY OF WESTMINSTER, 4800 West 92nd Avenue, Westminster, CO 80030, (303) 658-2400; APPLICATION FOR A FINDING OF REASONABLE DILIGENCE AND TO MAKE A PORTION OF A CONDITIONAL EXCHANGE ABSOLUTE IN WELD, ADAMS AND JEFFERSON COUNTIES, COLORADO. Mary Mead Hammond, Lee H. Johnson, Mason H. Brown, Carlson, Hammond & Paddock, LLC, 1900 Grant Street, Suite 1200, Denver, CO 80203; Phone Number: (303) 861-9000; Fax Number: (303) 861-9026. 2. Name of Structures: In Case No. 99CW207, Westminster adjudicated conditional exchanges involving the following structures: Westminster's Big Dry Creek Wastewater Treatment Plant, Brighton Ditch, Brantner Ditch, Wattenberg Lake, Wattenberg Well Field, Wattenberg Pipeline, Lower Clear Creek Ditch, West Gravel Lakes, Kershaw Ditch, Manhart Ditch, Jim Baker Reservoir, Croke Canal, Farmers’ High Line Canal, and the Church Ditch, all as described in the decree in Case No. 99CW207. The locations of the above-named structures are as follows: A. The outfall from Westminster’s Big Dry Creek Wastewater Treatment Plant (“BDCWWTP”) is located at a point on the north bank of Big Dry Creek 400 feet east of Huron Street in the NW1/4 of the SW1/4 of Section 27, Township 1 South, Range 68 West, of the 6th P.M., County of Adams, State of Colorado. Westminster provides the following coordinates to help further identify the approximate relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (500574 E, 4420578 N). B. The headgate of the Brighton Ditch is located on the west bank of the South Platte River in the SE1/4 SE1/4 of Section 11, Township 1 South, Range 67 West of the 6th P.M., County of Adams, State of Colorado. Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (512719 E, 4424883 N). C. The headgate of the Brantner Ditch is located on the west bank of the South Platte River in the NE1/4 SW1/4 of Section 4, Township 2 South, Range 67 West of the 6th P.M., County of Adams, State of Colorado. D. Wattenberg Lake will be located in Sections 25 and 36, Township 1 North, Range 67 West of the 6th P.M., and Section 30, Township 1 North, Range 66 West of the 6th P.M. Wattenberg Lake may be filled by releases from the Brantner Ditch, the Brighton Ditch, the Wattenberg Pipeline located NE1/4 of Section 1, Township 1 South, Range 67 West of the 6th P.M., Adams County, Colorado, and the Wattenberg Well Field located immediately adjacent to Wattenberg Lake and the South Platte River, more particularly located in the S1/2 of the NE1/4 and the E1/2 of the SW1/4 and the SE1/4 of Section 25, Township 1 North, Range 67 West of the 6th P.M., Weld County, Colorado and the W1/2 of the SW1/4 of Section 30, Township 1 North, Range 66 West of the 6th P.M., Weld County, Colorado. E. The headgate of the Lower Clear Creek Ditch is located on the north bank of Clear Creek at a point 1400 feet west and 1200 feet north of the SE corner of Section 4, Township 3 South, Range 68 West of the 6th P.M., Adams County Colorado. Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (499883 E, 4407356 N). F. The West Gravel Lakes are located in portions of Section 25 and 36, Township 2 South, Range 68 West of the 6th P.M, Adams County, Colorado. The outfall of the West Gravel Lakes is located in the W1/2 of the NW1/4 of Section 30, Township 2 South, Range 67 West of the 6th P.M., Adams County, Colorado. Westminster provides the following coordinates to help further identify the approximate location of the West Gravel Lakes outlet works pump house utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (505031 E, 4411328 N). G. The headgate of the

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Kershaw Ditch is located on the North Bank of Clear Creek in the NE1/4 of the NW1/4 of Section 18, Township 3 South, Range 68 West of the 6th P.M., Adams County, Colorado. Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (496254 E, 4405228 N). H. The headgate of the Manhart Ditch is located on the North bank of Ralston Creek in the SW1/4 of Section 12, Township 3 South, Range 69 West of the 6th P.M., Jefferson County, Colorado. Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (494178 E, 4405876 N). I. Jim Baker Reservoir is located in the S1/2 of the NE1/4 and the N1/2 of the SE1/4 of Section 7, Township 3 South, Range 68 West of the 6th P.M., in Adams County, Colorado. Westminster provides the following coordinates to help further identify the approximate location of the Jim Baker Reservoir outlet works utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (496995 E, 4406098 N). J. The headgates of the Croke Canal are located: (1) On the north bank of Clear Creek in the NW1/4 NE1/4 of Section 26, Township 3 South, Range 70 West, 6th P.M., Jefferson County, Colorado. Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (483408 E, 4402089 N). (2) On Ralston Creek where the Croke Canal crosses Ralston Creek in Section 1, Township 3 South, Range 70 West, 6th P.M., Jefferson County, Colorado at a point near the center of said Section 1. Westminster provides the following coordinates to help further identify the approximate relevant location on Ralston Creek utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (485135 E, 4407840 N). (3) On Leyden Creek at a point where the Croke Canal crosses Leyden Creek in the NW1/4 of Section 31, Township 2 South, Range 69 West, 6th P.M., Jefferson County, Colorado. K. The headgates of the Farmers’ High Line Canal are located: (1) On the north bank of Clear Creek in the SW1/4 of Section 27, Township 3 South, Range 70 West, 6th P.M., a short distance below the Ford Street Bridge across Clear Creek in the City of Golden, Jefferson County, Colorado (decreed as the Clear Creek point of diversion for the Farmers’ High Line Canal in Case No. 60052, District Court for the City and County of Denver, Division II, May 13, 1936). Westminster provides the following coordinates to help further identify the relevant location of the Farmers’ High Line Canal headgate on Clear Creek utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (481286 E, 4400999 N). (2) At a point where the Farmers’ High Line Canal crosses Van Bibber Creek in the SW1/4 of Section 12, Township 3 South, Range 70 West, 6th P.M., Jefferson County, Colorado, which point is approximately 800 feet north of the south line and 400 feet west of the east line of said SW1/4. Westminster provides the following coordinates to help further identify the relevant approximate location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (484922 E, 4405598 N). L. The headgate of the Church Ditch is located: (1) The headgate of the Church Ditch on Clear Creek, (also known as the Golden City and Ralston Creek Ditch), is located on the north bank of Clear Creek at a point in the NE1/4 of Section 32, Township 3 South, Range 70 West, 6th P.M., Jefferson County, Colorado, 1450 feet S 69°30̍ W from the northeast corner of said section. Westminster provides the following coordinates to help further identify the relevant location utilizing the Universal Transverse Mercator (UTM) grid system projection based on the North American Datum of 1983 (NAD83), Zone 13 North: (478991 E, 4400296 N). 3. Description of conditional water rights: The conditional exchanges adjudicated in Case No. 99CW207, are identified in the Exchange Matrix, attached as Exhibit A, and more particularly described as follows: A. Big Dry Creek Exchange: 1. In substitution for

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releases of reusable effluent from the BDCWWTP, water shall be diverted from the South Platte River by exchange at the following structures: a. Brantner Ditch, located as described in Paragraph 2.C, above, for storage in Wattenberg Lake. b. Brighton Ditch, located as described in Paragraph 2.B, above, for storage in Wattenberg Lake. c. Wattenberg Pipeline, located as described in Paragraph 2.D, above, for storage in Wattenberg Lake. d. Wattenberg Well Field, located as described in Paragraph 2.D, above, for storage in Wattenberg Lake. 2. The reach of the stream system over which this exchange will operate includes Big Dry Creek from the outfall of the BDCWWTP downstream to its confluence with the South Platte River, thence upstream on the South Platte River to the points of diversion identified above, the furthest upstream of which is the headgate of the Brantner Ditch located as described in paragraph 2.C. Contemporaneously with its diversions by exchange, unless the Division Engineer requires that the water be made available at another time in order to account for travel time to avoid injury, Westminster will introduce an amount of substitute supply equal to the amount of its diversions by exchange, as adjusted for river transit losses, if any. The Division Engineer may take travel times into account and require that the substitute supply reach a certain point at the same time as the effect from the diversion by exchange also reaches that point. 3. Amount Claimed: 40 c.f.s., conditional. 4. Appropriation Date: December 21, 1999. 5. Use of exchange water: All municipal uses associated with the City of Westminster’s Municipal Water Supply System including, but not limited to, municipal, irrigation, domestic, commercial, industrial, recreational, exchange, replacement, and augmentation purposes. To the extent water provided as a substitute supply is fully consumable, any water diverted into Westminster’s system by exchange shall carry identical rights of use, reuse, and successive use, and may be fully consumed. 6. Source of water diverted by exchange: South Platte River. B. Wattenberg Lake Exchange: 1. In substitution for releases of water stored in Wattenberg Lake to the South Platte River, water shall be diverted by exchange at the following structures: a. Lower Clear Creek Ditch, located as described in Paragraph 2.E, above, for storage in the West Gravel Lakes. b. Kershaw Ditch, located as described in Paragraph 2.G, above, for storage in Jim Baker Reservoir. c. Manhart Ditch, located as described in Paragraph 2.H, above, for storage in Jim Baker Reservoir. d. Croke Canal, located as described in Paragraph 2.J, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Croke Canal. e. Farmers’ High Line Canal, located as described in Paragraph 2.K, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Farmers’ High Line Canal. f. The Church Ditch, located as described in Paragraph 2.L, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Church Ditch. 2. The reach of the stream system over which this exchange will operate includes the South Platte River from the outfall of Wattenberg Lake, thence upstream on the South Platte River to the confluence with Clear Creek, thence upstream on Clear Creek and its tributaries to the points of diversion identified above, the furthest upstream of which is the headgate of the Church Ditch located as described in paragraph 2.L. Contemporaneously with its diversions by exchange, unless the Division Engineer requires that the water be made available at another time in order to account for travel time to avoid injury, Westminster will introduce an amount of substitute supply equal to the amount of its diversions by exchange, as adjusted for river transit losses, if any. The Division Engineer may take travel times into account and require that the substitute supply reach a certain point at the same time as the effect from the diversion by exchange also reaches that point. 3. Amount Claimed: 50 c.f.s., conditional. 4. Appropriation Date: December 21, 1999. 5. Use of exchange water: All municipal uses associated with the City of Westminster’s Municipal Water Supply System including, but not limited to, municipal, irrigation, domestic, commercial, industrial, recreational, exchange, replacement, and augmentation purposes. To the extent water provided as a substitute supply is fully consumable, any water diverted into Westminster’s system by exchange shall carry identical rights of use, reuse, and successive use, and may be fully consumed. 6. Source of water diverted

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by exchange: Clear Creek, Ralston Creek, Leyden Creek and Van Bibber Creek. C. West Gravel Lakes Exchange: 1. In substitution for water stored in the West Gravel Lakes that is: (i) released to the South Platte River, or (ii) booked over into the City of Thornton’s storage account in the West Gravel Lakes, or (iii) pumped from the West Gravel Lakes into the Lower Clear Creek Ditch, water shall be diverted by exchange at the following structures: a. Kershaw Ditch, located as described in Paragraph 2.G, above, for storage in Jim Baker Reservoir. b. Manhart Ditch, located as described in Paragraph 2.H, above, for storage in Jim Baker Reservoir. c. Croke Canal, located as described in Paragraph 2.J, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Croke Canal. d. Farmers’ High Line Canal, located as described in Paragraph 2.K, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Farmers’ High Line Canal. e. The Church Ditch, located as described in Paragraph 2.L, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Church Ditch. 2. The reach of the stream system over which this exchange will operate includes the South Platte River from the outfall of the West Gravel Lakes, thence upstream on the South Platte River to the confluence with Clear Creek, thence upstream on Clear Creek and its tributaries to the points of diversion identified above, the furthest upstream of which is the headgate of the Church Ditch located as described in paragraph 2.L. Contemporaneously with its diversions by exchange, unless the Division Engineer requires that the water be made available at another time in order to account for travel time to avoid injury, Westminster will introduce an amount of substitute supply equal to the amount of its diversions by exchange, as adjusted for river transit losses, if any. The Division Engineer may take travel times into account and require that the substitute supply reach a certain point at the same time as the effect from the diversion by exchange also reaches that point. In addition, this exchange may be operated within the Lower Clear Creek Ditch system (to the extent the exchange is facilitated by a bookover to the City of Thornton’s storage account in West Gravel Lakes or pumped from the West Gravel Lakes into the Lower Clear Creek Ditch itself), thence upstream on Clear Creek and its tributaries to the points of diversion identified above, the furthest upstream of which is the headgate of the Church Ditch located as described in paragraph 2.L. Substitution at the Lower Clear Creek Ditch, will occur through either of the following two methods: a. water in the West Gravel Lakes owned by Westminster may be removed from Westminster’s account and placed in Thornton’s account in place of Clear Creek water which would otherwise be diverted for Thornton’s shares in the Lower Clear Creek Ditch (“Bookover Exchange”); or b. water from West Gravel Lakes may be pumped into the Lower Clear Creek Ditch, at a point located in the N1/2 of Section 25, Township 2 South, Range 68 West of the 6th P. M., Adams County, Colorado, in place of Clear Creek water which would otherwise be diverted for shareholders other than Thornton (“Ditch Exchange”). Either method may satisfy a portion of the demand of the Lower Clear Creek Ditch and in turn may cause the reduction of its diversions from Clear Creek. To the extent such diversions are reduced, an equal amount of water may then be diverted by exchange at the exchange diversion points. The Ditch Exchange in the Lower Clear Creek Ditch involving shares not owned by Thornton shall not operate to burden or otherwise limit future changes in use of water rights of such shares. Nothing in this decree shall require the Lower Clear Creek Ditch Company, or its shareholders who are not subject to a separate agreement, to take delivery, or call for delivery of their water entitlement below the exchange point of discharge to the Lower Clear Creek Ditch. The need for water and the beneficial use of water by Lower Clear Creek Ditch Company shareholders below the discharge point shall be exclusively determined by the Company and its stockholders served thereby. The Ditch Exchange shall be operated in a manner which ensures that all Lower Clear Creek Ditch shareholders, including shareholders who take delivery of their share water up-ditch of the point of discharge to the Lower Clear Creek Ditch, shall receive the same amount of water as they would receive in the absence of the operation of the Ditch Exchange. 3. Amount Claimed:

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100 c.f.s., conditional. 4. Appropriation Date: December 21, 1999. 5. Use of exchange water: All municipal uses associated with the City of Westminster’s Municipal Water Supply System including, but not limited to, municipal, irrigation, domestic, commercial, industrial, recreational, exchange, replacement, and augmentation purposes. To the extent water provided as a substitute supply is fully consumable, any water diverted into Westminster's system by exchange shall carry identical rights of use, reuse, and successive use, and may be fully consumed. 6. Source of water diverted by exchange: Clear Creek, Ralston Creek, Leyden Creek and Van Bibber Creek. D. Jim Baker Reservoir Exchange: 1. In substitution for water stored in Jim Baker Reservoir and released to Clear Creek, water shall be diverted by exchange at the following structures: a. Croke Canal, located as described in Paragraph 2.J, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Croke Canal. b. Farmers’ High Line Canal, located as described in Paragraph 2.K, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Farmers’ High Line Canal. c. The Church Ditch, located as described in Paragraph 2.L, above, for storage in Standley Lake and/or delivery into the Westminster Municipal Water Supply System, and/or municipal uses directly from the Church Ditch. 2. The reach of the stream system over which this exchange will operate includes Clear Creek from the outfall of Jim Baker Reservoir, thence upstream on Clear Creek and its tributaries to the points of diversion identified above, the furthest upstream of which is the headgate of the Church Ditch located as described in paragraph 2.L. Contemporaneously with its diversions by exchange, unless the Division Engineer requires that the water be made available at another time in order to account for travel time to avoid injury, Westminster will introduce an amount of substitute supply equal to the amount of its diversions by exchange, as adjusted for river transit losses, if any. The Division Engineer may take travel times into account and require that the substitute supply reach a certain point at the same time as the effect from the diversion by exchange also reaches that point. 3. Amount Claimed: 25 c.f.s., conditional. 4. Appropriation Date: December 21, 1999. 5. Use of exchange water: All municipal uses associated with the City of Westminster’s Municipal Water Supply System including, but not limited to, municipal, irrigation, domestic, commercial, industrial, recreational, exchange, replacement, and augmentation purposes. To the extent water provided as a substitute supply is fully consumable, any water diverted into Westminster’s system by exchange shall carry identical rights of use, reuse, and successive use, and may be fully consumed. 6. Source of water diverted by exchange: Clear Creek, Ralston Creek, Leyden Creek and Van Bibber Creek. 4. Detailed outline of what has been done toward completion of the appropriation and application to a beneficial use: A. During the diligence period, Westminster operated the Jim Baker Reservoir Exchange in accordance with the requirements of the decree in Case No. 99CW207. Specifically, in June and July of 2012, up to 14.53 c.f.s. was diverted by exchange pursuant to the Jim Baker Reservoir Exchange from the outlet of Jim Baker Reservoir to the Farmers’ High Line Canal headgate on Clear Creek, delivered to Standley Lake and applied to beneficial use. The Exchange Accounting Summary regarding operation of this exchange is attached as Exhibit B. B. In adjudicating the conditional exchanges in Case No. 99CW207, Westminster sought to incorporate the proposed Wattenberg Lake into Westminster’s Water Supply System. Wattenberg Lake is under construction, but is not yet completed and operational. Wattenberg Lake will be lined gravel lake storage located on lands owned by Westminster. The owner of the mineral interests associated with said lands is Aggregate Industries (“AI”). Pursuant to a Storage Facility Agreement, AI is conducting gravel mining activities on the property and will ultimately deliver lined gravel lake storage to Westminster upon completion of its mining activities. AI’s mining activities on the property are ongoing. As of the date of this application, AI has commenced mining activity at the Property, including, but not limited to, relocation of certain power lines; construction of a slurry wall around the first storage cell to be mined and delivered; construction and operation of a gravel processing plant on property adjacent to the Wattenberg Lake property; construction and

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operation of a conveyor system to convey mined materials from the Wattenberg Lake site to the gravel processing plant; and, obtaining all relevant permits for the gravel mining operations and actively removing gravel deposits from the Wattenberg Lake site. These activities have occurred during the current diligence period. In addition, during the diligence period, Westminster has actively participated in the ongoing work on the Wattenberg Lake project, including, but not limited to the following activities: amending its Storage Facility Agreement with AI; participation in annual meetings concerning the mining activities associated with Wattenberg Lake; coordinated with AI on permit renewals, amendments and extensions to facilitate ongoing mining activities; coordinate with AI on lot line adjustments to facilitate mining activity; facilitate power line relocation on the relevant property; and, ongoing monitoring of AI’s activities related to Wattenberg Lake construction. Expenses associated with these activities have been incurred during the diligence period. C. One of the sources of water to be exchanged via the conditional exchanges in Case No. 99CW207 is Westminster fully consumable effluent generated at the BDCWWTP. During the diligence period, Westminster finalized a $44.5 million dollar upgrade to the BDCWWTP completed, in part, to meet discharge limitations and to increase treatment capacity at the Plant. Some of the expenditures related to said upgrades were incurred during the diligence period. During the diligence period, Westminster incurred operation and maintenance expenses associated with the BDCWWTP. Another source of water to be stored directly in Wattenberg Lake is Westminster’s fully consumable effluent generated at the Metro Wastewater Reclamation District Plant. Westminster also paid certain fees to the Metro Wastewater Reclamation District for treatment and discharge of Westminster’s effluent at the Metro Plant. D. The decree in Case No. 99CW207 identifies several different means to deliver water into Wattenberg Lake. One such method of water delivery is via the Brighton Ditch. Prior to the current diligence period, Westminster entered into a carriage agreement with the Brighton Ditch Company for the delivery of water to Wattenberg Lake. During the current diligence period, Westminster has continued to pay annual maintenance fees to the Brighton Ditch Company consistent with the requirements of its carriage agreement. In addition, during the diligence period, Westminster has incurred engineering expenses related to a potential expansion of the capacity of the Brighton Ditch. E. Westminster is the owner of a storage account at the West Gravel Lakes, that is used, in part, for storage of water pursuant to the decree in Case No. 99CW207. Westminster has incurred expenses during the diligence period associated with its storage account at the West Gravel Lakes, including but not limited to expenses associated with the operation and maintenance of its storage account and the Lower Clear Creek/Colorado Agricultural ditches as well as pumping costs associated with the operation of the storage account. F. In addition to exchanging water from Jim Baker Reservoir as discussed in paragraph 4.A, above, during the diligence period, Westminster has operated and maintained Jim Baker Reservoir. Activities include, but are not limited to, monitoring lake levels, operating, maintaining and repairing inlet and outlet works, accounting and record keeping activities, wetlands monitoring and general reservoir maintenance activities. Operation and maintenance of the reservoir is an integral component of the Jim Baker Reservoir Exchange. Operation and maintenance expenses were incurred during the diligence period, including, but not limited to, City staff time and expenses and outside consultant expenses. G. During the diligence period, Westminster continued to operate under the carriage agreement with the Farmers’ High Line Canal and Reservoir Company for the use of excess capacity in the Farmers’ High Line Canal. This agreement allows Westminster to carry additional water through the Farmers’ High Line Canal, including water exchanged to the Farmers’ High Line Canal in accordance with the decree in Case No. 99CW207. Westminster is contractually obligated to pay an annual fee for use of the Farmers’ High Line Canal. Westminster has continually made these payments during the diligence period. H. During the diligence period, Westminster has also paid funds in the form of ditch assessments to the Church Ditch Water Authority, the Farmers’ High Line Canal and Reservoir Company, FRICO, the Manhart Ditch Company and the Kershaw Ditch Company.

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Said funds have been used, in part, to maintain the ditches necessary for operation of the conditional exchanges. I. The conditional exchanges decreed in Case No. 99CW207 are part of Westminster’s Clear Creek Water Supply System, an integrated system under § 37-92-301(4)(b), C.R.S. During the diligence period, Westminster has continued the development of its Clear Creek Water Supply System. Activities have included, among other things: acquisition of additional interests in water on Clear Creek and its tributaries and the South Platte River; prosecuting Water Court applications to incorporate said interests into the City’s Water Supply System; exercising conditional exchanges and making portions absolute or obtaining diligence decrees on the remaining conditional portions; completing negotiations on an amended contract for the construction of an additional storage vessel; completing negotiations on an intergovernmental agreement to minimize Jim Baker Reservoir facility impacts from regional transportation projects; construction and operation of an aeration system related to Jim Baker Reservoir; participation in Lower Clear Creek/Colorado Agricultural Ditch bifurcation structure project; and, participation in numerous Water Court cases for purposes of protecting, maintaining and developing Westminster’s Water Supply System. Expenses associated with these activities were incurred during the diligence period. J. During the diligence period, Westminster has participated in a number of water court proceedings in an effort, in part, to protect and maintain return flows to Big Dry Creek and the Clear Creek and South Platte River basins. Costs associated with these efforts were incurred during the diligence period. 5. Water applied to beneficial use: A. Jim Baker Reservoir Exchange. In Case No. 99CW207, the Jim Baker Reservoir Exchange was conditionally decreed for 25.0 c.f.s. between the Jim Baker Reservoir outlet and the upstream headgates associated with the Church Ditch, the Farmers’ High Line Canal and the Croke Canal. In June and July of 2012, with advanced notice to the Water Commissioner, Westminster diverted a maximum flow rate of 14.53 c.f.s. of water pursuant to the Jim Baker Reservoir Exchange. These activities occurred during the current diligence period from the Jim Baker Reservoir outfall to the headgate of the Farmers’ High Line Canal on Clear Creek. The resulting water diverted by exchange was applied to beneficial use. Westminster therefore seeks to make 14.53 c.f.s. of the Jim Baker Reservoir Exchange ABSOLUTE to the Farmers’ High Line Canal headgate on Clear Creek and seeks diligence as to the remaining 10.47 c.f.s. conditional amount to that structure. Westminster also seeks diligence as to the full 25 c.f.s. conditional amount to the various other structures associated with the Jim Baker Reservoir Exchange. 6. Name(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: The BDCWWTP, and the relevant BDCWWTP outfall, is owned by Westminster and located on City lands. There is no need to modify said structure in order to accomplish the conditional exchanges. As noted above, Wattenberg Lake is still under construction. The lands on which it will be located are owned by Westminster. The mineral interests, including gravel deposits, located on said lands are owned by Aggregate Industries – WCR, Inc. Pursuant to an agreement with AI, the lined storage created by mining the gravel deposits will be owned by Westminster. By separate agreement, Westminster has conveyed a portion of the storage volumes in the resulting lined storage to South Adams County Water & Sanitation District. The lands on which the Wattenberg Well Field will be located are also owned by Westminster. On information and belief, the lands on which the Wattenberg Pipeline diversion point will be located are owned by: City of Thornton, 9500 Civic Center Drive, Thornton, Colorado 80229-4326. Upon completion of construction, Wattenberg Lake may also be filled by the Brighton Ditch and/or the Brantner Ditch, both existing ditches. Westminster has a carriage agreement with the Brighton Ditch. Westminster does not currently have a carriage agreement with the Brantner Ditch. Consistent with the decree in Case No. 99CW207, this application and any resulting decree does not seek to establish a carriage right in the Brantner Ditch. Any such carriage right shall be by separate agreement. West Gravel Lakes is an existing structure located

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on lands owned by the City of Thornton. Westminster owns storage space in the West Gravel Lakes. There is no need to modify West Gravel Lakes, or its outfall, to accomplish the conditional exchanges. Jim Baker Reservoir is an existing structure owned by Westminster and located on lands owned by the City. There is no need to modify Jim Baker Reservoir, or its outfall, to accomplish the conditional exchanges. All structures associated with the conditional exchanges diverting from Clear Creek are existing, not new structures. In addition, the Manhart Ditch headgate diverts from Ralston Creek and is an existing, not a new, structure. There is no need to modify these structures in order to accomplish the conditional exchanges. Westminster holds carriage rights in each of the existing ditches diverting from Clear Creek identified in this application and the Manhart Ditch diverting from Ralston Creek. On information and belief, a new or modified diversion structure diverting from Ralston Creek into the Croke Canal may be located on lands owned by: Farmers Reservoir and Irrigation Company, 80 South 27th Avenue, Brighton, Colorado 80601; City of Arvada, 8101 Ralston Road, Arvada, Colorado 80002. On information and belief, a new or modified diversion structure diverting water from Van Bibber Creek into the Farmers’ High Line Canal may be located on lands owned by: Farmers’ High Line Canal and Reservoir Company, 725 Malley Drive, Northglenn, Colorado 80233; Jefferson County, 100 Jefferson County Parkway, Golden, Colorado 80419. Solely as to the application filed in this matter, Westminster no longer seeks diligence as to the “exchange to” point on Leyden Creek at the Croke Canal. For purposes of this decree only, the Leyden Creek diversion point will be abandoned as an “exchange to” point under the decree in Case No. 99CW207. This applies solely to the diversion point adjudicated for exchange purposes in Case No. 99CW207, and no other decree or water right. Additional notice by certified or register mail, as set forth in § 37-92-302(2)(b), C.R.S., will be provided to the entities identified above for the Wattenberg Pipeline diversion point, the Ralston Creek diversion point to the Croke Canal and the Van Bibber Creek diversion point to the Farmers’ High Line Canal. The remaining structures involved with the conditional exchanges are all existing, not new, diversion or storage structures and no additional notice beyond the notice provided by newspaper publication and the water court resume is required. WHEREFORE, Westminster requests the Court to enter its decree and ruling as follows: 1. To make a finding and enter a ruling that the conditional exchanges adjudicated in Case No. 99CW207 are part of Westminster’s Clear Creek Water Supply System, an integrated system under § 37-92-301(4)(b), C.R.S.; 2. To make a finding and enter a ruling that 14.53 c.f.s. of the Jim Baker Reservoir Exchange from the outlet of Jim Baker Reservoir to the headgate of the Farmers’ High Line Canal has been diverted by exchange consistent with the requirements of the decree in Case No. 99CW207, placed to beneficial use and is therefore ABSOLUTE; that 10.47 c.f.s. of said exchange remains conditionally decreed between these two relevant exchange points; and, that the entirety of the conditionally decreed Jim Baker Reservoir Exchange to the Church Ditch and Croke Canal headgates remains conditionally decreed. 3. To make a finding of reasonable diligence as to the entirety of the remaining conditional exchanges originally adjudicated in Case No. 99CW207 and providing that a subsequent showing of diligence be made six years from the date of entry of a decree of diligence in this matter; 4. To enter a judgment and decree that Westminster has been reasonably diligent in the development of the conditional exchanges originally adjudicated in Case No. 99CW207; and, 5. Any other ruling the Court deems appropriate in the above-captioned matter. 14CW3118 70 Ranch Resource Development, LLC (“Applicant”), c/o Ron von Lembke, 8301 East Prentice Ave., #100Greenwood Village, Colorado 80111, (303) 775-1005. CONCERNING THE APPLICATION FOR NONTRIBUTARY GROUNDWATER RIGHTS OF 70 RANCH RESOURCE DEVELOPMENT, LLC, IN WELD COUNTY. Please send all pleadings and correspondence to: Tod J. Smith, Esq., LAW OFFICE OF TOD J. SMITH, LLC, 2919 Valmont Road, Suite 205, Boulder, Colorado 80301, tod@tjs-law.com, (Attorney for Applicant). 2. Well Permits. Well permit applications for the wells to be

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constructed pursuant to this Application and subsequent decree will be applied for when Applicant is prepared to construct the wells pursuant to the terms of the decree to be entered in this matter. 3. Description of Constructed Well. 3.1. 70 Ranch Resource Well P-1; 3.1.1. Permit No. 292287; 3.1.2. Legal Description: NW1/4 of the NW1/4 of Section 19, Township 5 North, Range 62 West of the 6th P.M., approximately 700 feet from the North section line and 1300 feet from the West section line, Weld County, Colorado (subject to verification by survey); 3.1.3. Completed Depth of Well: 1,380 feet. 3.1.4. Source: Pawnee Aquifer (also known as Upper Pierre Aquifer) 3.2. Applicant requests the right to construct wells on lands described below in paragraph 9, which are located within the 70 Ranch property described below in paragraph 4, to recover the entire allowable annual amounts from the aquifer. 3.3. The estimated depths to the base of the aquifer at the location of the 70 Ranch property vary depending on the location. Actual well completion depths will comply with the well permit, but may vary slightly from the permitted depth depending on the topography at any particular location. 4. General Property Description. The Applicant is a subsidiary of 70 Ranch, LLC. 70 Ranch, LLC owns the property which consists of approximately 13,740 acres located in Weld County, Colorado, including all or parts of the following: Township 4 North, Range 62 West, 6th P.M., Sections 3, 5, and 7; Township 5 North, Range 62 West, 6th P.M., Sections 3, 15, 17, 18, 19, 20, 21, 29, 31, and 33; Township 4 North, Range 63 West, 6th P.M., Sections 1, 3, and 10; Township 5 North, Range 63 West, 6th P.M., Sections 13, 17, 20, 21, 22, 23, 24, 25, 27, 34, 35, and 36; and Town of Hardin (portions of the parcels that are part of the Town of Hardin are owned by 70 Ranch, LLC). The 70 Ranch property is depicted on the general location map attached to this Application as Exhibit 1. 5. Source of Groundwater. Nontributary groundwater, as defined in section 37-90-103 (10.5) of the Colorado Revised Statutes, from the Pawnee Aquifer (also identified as the Upper Pierre Aquifer) underlying the property described above in paragraph 4. .Background. Applicant files this Application for water rights pursuant to section 37-92-203 of the Colorado Revised Statutes, as a water matter concerning nontributary groundwater. 7. Date of Initiation of Appropriation. Not Applicable. 8. Right to Nontributary Groundwater Claimed in this Application. 8.1. The Applicant is a subsidiary of 70 Ranch, LLC, which is the owner of the overlying property. 8.2. The continued withdrawal of the average annual amounts determined to be available from the Pawnee Aquifer underlying the property described below in paragraph 9, can be made pursuant to section 37-90-137(4) of the Colorado Revised Statutes, without causing material injury to the vested water rights of others. 8.3. The Applicant seeks a decree for the withdrawal of nontributary groundwater available from the Pawnee Aquifer underlying the property described below in paragraph 9, based upon a statutory aquifer life of 100 years. 9. Amount and Rates of Withdrawal. The average annual amount of groundwater claimed by the Applicant available beneath the applied for area within the 70 Ranch property is estimated as follows: 9.1. The area for Pawnee Aquifer groundwater withdrawals includes portions of the following sections within the 70 Ranch property as depicted on Exhibit 1 attached to this Application.

TABLE 1 Section, Township and Range, West of the 6th P.M., Weld County, Colorado

Acreage (acres)

Specific Yield (%, cm3cm3)

Saturated Thickness (ft)

Average Annual Amount (acre-feet)

Sec. 13, T5N, R63W 364.29 .17 800 495.43 Sec. 24, T5N, R63W 359.91 .17 800 489.48 Sec. 17, T5N, R62W 239.50 .17 800 325.72 Sec. 18, T5N, R62W 485.96 .17 800 660.91 Sec. 19, T5N, R62W 477.64 .17 800 649.59 Sec. 20, T5N, R62W 277.83 .17 800 377.85

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9.2. Total Average Annual Amount Claimed: 2999 acre-feet. 9.3 The final average amount available will depend upon the actual hydrogeology and the legal entitlement of the Applicant to all groundwater in the Pawnee Aquifer in the applied for sections. 10. Well Fields. Applicant has the right to withdraw all of the legally available groundwater in the Pawnee Aquifer underlying the property described herein. Applicant requests that any well(s) permitted, including any additional well(s) completed into the Pawnee Aquifer, shall be treated as a well field. As additional wells are constructed, well permit applications will be filed in accordance with section 37-90-137(10) of the Colorado Revised Statutes. 11. Proposed Uses. Applicant seeks the right to use all nontributary groundwater that is the subject of this Application for all beneficial uses including, but not limited to, irrigation, commercial, industrial, including oil and gas development, municipal, storage, drought protection, augmentation and replacement, and exchange both within and without the boundaries of the 70 Ranch. The nontributary water will be used, reused, successively used, leased, sold or otherwise disposed of. 12. Jurisdiction. The Water Court has jurisdiction of the subject matter of this Application. 13. Name and Addresses of the Owner of the Structures Listed Above, and Lands on Which Those Structures Will Be Located. 13.1. The wells and related infrastructure will be owned by the Applicant, 70 Ranch Resource Development, LLC, 8301 East Prentice Ave., Suite 100, Greenwood Village, Colorado 80111. 13.2. The land on which the wells and related infrastructure will be located is owned by 70 Ranch, LLC, 8301 East Prentice Ave., Suite 100, Greenwood Village, Colorado 80111. 14. Applicant’s Requests. 14.1 Applicant requests the Court enter a decree granting: (i) A quantification and adjudication of the nontributary groundwater rights in the Pawnee Aquifer, as described above, which the Applicant is entitled to develop and use. (ii) The right to withdraw more than the average annual amount estimated above in paragraph 6 pursuant to Rule 8A of the Statewide Nontributary Ground Water Rules, 2 CCR § 402-7, promulgated pursuant to section 37-90-137(4) of the Colorado Revised Statutes. (iii) The right to increase or decrease the annual amounts and rates of flow estimated above, based upon additional or revised data without the necessity of amending or republishing this Application. 14.2 The nature and extent of the water rights claimed herein are defined by Colo. Rev. Stat. § 37-90-137(4), and the withdrawals sought to be made are based upon an aquifer life of 100 years and upon the quality of groundwater, exclusive of any artificial recharge, underlying the land shown on Exhibit 2. (6 pages, 2 exhibit pages) 14CW3119 FORT MORGAN FARMS, LLC (“Fort Morgan Farms”) 5821 W. County Rd. 54, Bellvue, Colorado 80512 (c/o Timothy R. Buchanan, #12185, John D. Buchanan, #45191, Buchanan and Sperling, P.C., 7703 Ralston Road, Arvada, Colorado 80002 (303) 431-9141) and FORT MORGAN RESERVOIR AND IRRIGATION COMPANY (“Fort Morgan Company”) 218 East Kiowa, Fort Morgan, Colorado 80701 (c/o Cynthia F. Covell, #10169, Andrea Benson #33176, Alperstein & Covell P.C., 1600 Broadway, Suite 900, Denver, CO 80202 (303) 894-8191). APPLICATION FOR FINDING OF REASONABLE DILIGENCE AND TO MAKE CONDITIONAL WATER RIGHTS PARTIALLY ABSOLUTE IN WELD AND MORGAN COUNTIES. 2. Name of Structure: Fort Morgan Canal. The location of the Fort Morgan Canal headgate is shown on the map attached to the Application as Exhibit A. 3. Describe conditional water right (as to each structure) including the following information from previous decree: Fort Morgan Company Augmentation Water Right (“Water Right”) A. Date of Original Decree, Case No. and Court: The Water Right was confirmed as conditional in the decree entered in Case No. 2000CW261 by the District Court for Water Division No. 1 on September 16, 2008 (“00CW261 Decree”). B. Subsequent decrees awarding findings of diligence: Not applicable. C. Legal description: The point of diversion of the Water Right is the headgate of the Fort Morgan Canal located at a point on the South Bank of the South Platte River 23 chains north and 5 chains west of the Southeast Corner of Section 31, Township 5 North, Range 59 West of the 6th P.M., Morgan County, Colorado. D. Source of water: South Platte

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River. E. Appropriation Date: December 29, 2000. Amount: 50 cubic feet per second (“cfs”), with 10.9 cfs of this amount being absolute, and the remaining 39.1 cfs being conditional. F. Use: Substitution and exchange, replacement of depletions through recharge of the aquifer, and augmentation. The water is fully consumed during the first use of the water or recaptured and reused until the water is fully consumed. 4. Name of structure: Fort Morgan Canal. The location of the Fort Morgan Canal is shown on the map attached to the Application as Exhibit A. 5. Describe conditional water right including the following information from previous decree: Appropriative rights of substitution and exchange (“Exchange Rights”). A. Date of Original Decree, Case No. and Court: The Exchange Rights were confirmed as conditional in the 00CW261 Decree. B. Subsequent decrees awarding findings of diligence: Not applicable. C. Legal description: The point of diversion of the Exchange Rights is the headgate of the Fort Morgan Canal located at a point on the South Bank of the South Platte River 23 chains north and 5 chains west of the Southeast Corner of Section 31, Township 5 North, Range 59 West of the 6th P.M., Morgan County, Colorado. D. Source of water: Excess replacement water delivered to the South Platte River pursuant to the plans for augmentation decreed in Case Nos. W-2692, 91CW035, W-9383-78, 94CW185, 94CW186, 96CW017, 92CW081, and 00CW261 between the point of diversion and downstream to the point of the confluence of the South Platte River and Beaver Creek in Section 4, Township 4 North, Range 55 West of the 6th P.M. E. Appropriation Date: December 29, 2000. F. Amount: 100 cfs, conditional. 6. Uses: Water diverted under the Exchange Rights is (1) directly delivered to water users under the Fort Morgan Canal for irrigation, augmentation and recharge purposes, and/or (2) delivered to the groundwater recharge sites described in the 00CW261 Decree, and the decrees entered in Case Nos. W-2692, 94CW185, 92CW081, or any other recharge site identified in a final decree or substitute supply plan approved pursuant to C.R.S. § 37-92-308. The water diverted under the Exchange Rights is fully consumable and may be reused or successively used to extinction. 7. Detailed Outline of Work Performed To Complete Application of Water to Beneficial Use. During the subject diligence period, Applicants have continued to plan for and pursue development and use of the Water Right and Exchange Rights. Under the 00CW261 Decree, the Water Right and Exchange Rights and the other water rights described in the 00CW261 Decree are part of a unified water system so that work done on any one part of the system may be considered in evaluating reasonable diligence in the development of the Water Right and Exchange Rights. Since entry of the 00CW261 Decree, Applicants have diverted water under the Water Right when available in priority for delivery to the Bath Recharge Site for recharge of the South Platte alluvial aquifer and replacement of well pumping depletions. Fort Morgan Farms has pumped the Bath and Heit Wells under the augmentation plan decreed in the 00CW261 Decree, the location of which are shown in the map attached to the application as Exhibit A, when the projection of depletions from such wells as decreed in the 00CW261 Decree indicates that they will be replaced under the augmentation plan. Since entry of the 00CW261 Decree, Applicant Fort Morgan Company has diverted water under the Exchange Rights when available in priority for delivery to various recharge sites described in the 00CW261 Decree for purposes of replacement of depletions through recharge of the South Platte aquifer, and has engaged in routine operation and maintenance of the ditch and ditch laterals to permit delivery of recharge water to the Bath Recharge Site and other sites identified in 00CW261 Decree. Applicant Fort Morgan Company has also reviewed the water court resume to determine if applications had been filed which might adversely affect the subject conditional water rights and has continued participation as an opposer in numerous water court cases within Water Division No. 1 in the interest of protecting the subject conditional water rights. Applicant Fort Morgan Company has expended approximately $150,000.00 in costs for the routine operation and maintenance and legal fees for defense and protection of the subject conditional water rights. In Case No. 2011CW40, Fort Morgan Farms filed an application for, inter alia, an augmentation plan involving diversion of fully consumable water, including the Water Right, and delivery of such water to several recharge facilities, the

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accretions from which would be used in other augmentation plans, including the augmentation plan decreed in Case No. 00CW261. The application also included an appropriative right of substitution and exchange under which Fort Morgan Farms could divert, by exchange, fully consumable water accruing to the South Platte River associated with operation of the Water Right. A decree approving the application filed in Case No. 11CW40 was entered on January 2, 2014. Since entry of the 00CW261 Decree, Fort Morgan Farms has spent approximately $1.18 million on pond and pipeline construction, engineering, and legal fees related to applying the Water Right and Exchange Right to beneficial use and developing the unified water system described in the 00CW261 Decree. 8. Claim to make absolute in part: A. Surface Water Right. a. Date water applied to beneficial use: June 1, 2011 and June 2, 2011. b. Amount: Applicants diverted 14.0 cfs of the Water Right and delivered such water to the Bath Recharge Site described in paragraph 29.B of the 00CW261 Decree for the beneficial uses described in the 00CW261 Decree. Therefore, Applicants are claiming an additional 3.1 cfs of the Water Right as absolute, for a total absolute portion of the Water Right of 14 cfs, with 36 cfs remaining conditional. c. Supporting Evidence: Applicants provide the accounting forms completed by Fort Morgan Company showing diversions for June, 2011 and well pumping for 2009 through 2014 attached to the Application as Exhibit B. d. Description of place of beneficial use: The 14 cfs of water diverted under the Water Right was delivered to the Bath Recharge Site described in paragraph 29.B of the 00CW261 Decree as being located in the North Half (N1/2) of Section 4, Township 3 North, Range 57 West, of the 6th P.M., Morgan County, Colorado. The Bath Recharge Site is shown on the map attached to the Application as Exhibit A. Accretions of water to the South Platte River pursuant to the diversion of 14 cfs of the Water Right and delivery to the Bath Recharge Site will be used to augment depletions of wells under the augmentation plan decreed in 00CW261. B. Appropriative Rights of Substitution and Exchange a. Date water applied to beneficial use: June 1, 2009. b. Amount: Applicant Fort Morgan Company exchanged 20.1 cfs of the Exchange Right and delivered such water to the headgate of the Fort Morgan Canal for delivery to groundwater recharge sites described in the decrees entered in Case Nos. W-2692, 94CW185, 92CW081 and 00CW261. Therefore, Applicant Fort Morgan Company claims 20.1 cfs of the Exchange Right as absolute, with 79.9 cfs remaining conditional. c. Supporting Evidence: An accounting form completed by Fort Morgan Company showing diversions by exchange to recharge sites for June, 2009 is attached to the Application as Exhibit C. d. Description of place of beneficial use: The 20.1 cfs of water exchanged under the Water Right was delivered to various recharge sites described above for purposes of replacement of depletions through recharge of the South Platte aquifer and augmentation purposes pursuant to the augmentation plans described in the 00CW261 Decree. C. Names and addresses of owners or reputed owners of land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool: The Fort Morgan Canal is located on lands owned or controlled by Fort Morgan Company or upon which Fort Morgan Company owns an easement. The Bath Recharge Site is located on land owned by Keith Bath Farms, 16134 Road 23 Fort Morgan, Colorado 80701. 9. Remarks or any other pertinent information: Not applicable. Number of Pages in Application: 8. WHEREFORE, Applicants request the Court to enter a decree finding and determining that reasonable diligence toward the completion of the appropriation of the water right for the subject conditional water rights has been exercised and continuing the subject conditional water rights in full force and effect for an additional diligence period, and finding and determining that an additional 3.9 cfs of the Water Right and 20.1 cfs of the Exchange Right have been made absolute through diversion for application to beneficial use. 14CW3120 James E. Pittinger and Karen Pittinger, 8760 Highway 73 Evergreen, Colorado 80439, North Fork Associates, LLC, 2680 South Yukon Court, Lakewood, Colorado 80027

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and Mountain Mutual Reservoir Company, 6949 Highway 73, Evergreen, Colorado 80439. (c/o David C. Lindholm, Esq., P.O. Box 18903, Boulder, Colorado 80308-1903). APPLICATION FOR WATER STORAGE RIGHT, APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT. IN JEFFERSON COUNTY. APPLICATION FOR WATER STORAGE RIGHT: 1. Name of Reservoir: Valley-High Ranch Pond. 2. Legal Description of Location of Dam: The center of the dam embankment is located in the SE1/4 NE1/4 of Section 3, Township 6 South, Range 71 West, 6th P.M., Jefferson County, at a point that is approximately 2,460 feet from the North section line and 600 feet from the East section line of said Section 3. This is an on-stream reservoir. 3. Source: North Turkey Creek. 4.A. Date of Appropriation: December 31, 1965. 4.B. How Appropriation was Initiated: By construction of the Pond. 4.C. Date Water Applied to Beneficial Use: December 31, 1965. 5. Amount Claimed: 2.0 acre feet. 6. Uses: Recreation, piscatorial, wildlife propagation and fire protection purposes. 7. Surface Area of High Water Line: 0.5 of an acre. 7.A. Maximum Height of Dam: 8.0 feet. 7.B. Length of Dam: 100 feet. 8. Total Capacity of Reservoir: 2.0 acre feet. 8.A. Active Capacity: 2.0 acre feet. 8.B. Dead Storage: 0 acre feet. 9. Names and address of owners of land on which the dam is located and land within the high water line: James E. Pittinger and Karen Pittinger, as described above. 10. Remarks or Other Pertinent Information: A map illustrating the location of the Valley-Hi Ranch Pond is attached as Exhibit “A.” APPLICATION FOR APPROVAL OF A PLAN FOR AUGMENTATION AND EXCHANGE RIGHT: 1. Name of Structure to be Augmented: Valley-Hi Ranch Pond. 2. Water Rights to be Used for Augmentation Purposes. a. James E. Pittinger and Karen Pittinger (“Pittingers'”), have entered into a contract with North Fork Associates, LLC to purchase 15.9 shares of the capital stock of the Mountain Mutual Reservoir Company, ("MMRC"). The 15.9 shares represent the right to receive 0.5 of an acre foot of augmentation water per year from the water rights and storage facilities MMRC holds for the benefit of its shareholders, as more particularly described below. b. The water rights which MMRC owns for the benefit of its shareholders (hereinafter referred to as the "Bear Creek/Turkey Creek water rights"), are summarized as follows: i. Harriman Ditch. 7.71 shares of the 400 shares of capital stock (1.93%), issued and outstanding in the Harriman Ditch Company. Said Company owns direct flow water rights decreed to the Harriman Ditch. Pursuant to the Decree entered in Civil Action No. 6832, on February 4, 1884, the Ditch was awarded the following direct flow priorities:

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

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

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

Appropriation Date

Priority Number Source Amount MMRC Entitlement

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

The headgates of the Warrior Ditch are the same as those of the Harriman Ditch, described above. The Ditch was originally decreed for irrigation purposes. iii. Soda Lakes Reservoir Nos. 1 and 2. 8.71 shares of the 400 shares of capital stock (2.18%), issued and outstanding in the Soda Lakes Reservoir and Mineral Water Company. Said Company owns storage water rights decreed to the Soda Lakes Reservoir Nos. 1 and 2. Pursuant to the Decree entered in Civil Action No. 91471 on September 24, 1935, the Soda Lake Reservoir Nos. 1 and 2 were adjudicated for 1,794 acre feet for irrigation purposes, and 598 acre feet for storage for supplying the City of Denver with water for municipal purposes, including the watering of lawns and gardens. The date of appropriation awarded the structures was February 11, 1893. The Soda Lakes Reservoirs are located in Section 1, Township 5 South, Range 70 West, 6th P.M., Jefferson County. The Reservoirs are filled through the Harriman Ditch. iv. Meadowview Reservoir. The structure is located in the NE1/4 SW1/4 and the NW1/4 SE1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County. Meadowview Reservoir was awarded an absolute water right in Case No. 2009CW92 (2001CW294), in an amount of 20 acre feet, and a conditional water right in Case No. 94CW290, in an amount of 30 acre feet, for augmentation, replacement, exchange and substitution purposes. The source is water tributary to North Turkey Creek. Harriman Ditch and Warrior Ditch direct flow water and water available to MMRC in the Soda Lakes Reservoirs are also stored in Meadowview Reservoir by exchange pursuant to the appropriative rights of substitution and exchange decreed in Case Nos. 94CW290, 2000CW060 and 2001CW293. c. The overall "firm" yield of consumptive use water available from the MMRC portfolio of Bear Creek/Turkey Creek water rights and storage facilities was quantified in the Decree entered by the District Court for Water Division 1 in Case No. 2001CW293, dated July 16, 2003. The terms and conditions under which the Bear Creek/Turkey Creek water rights are used for augmentation and replacement purposes are set forth in the Decree in Case No. 2001CW293, and are deemed to be res judicata in future proceedings involving such rights, pursuant to Williams v. Midway Ranches, 938 P.2d 515 (Colo. 1997). Reference is made to the Decree in Case No. 2001CW293 for more detailed information. 3. Statement of Plan for Augmentation, Covering all Applicable Matters under C.R.S. §37-92-103(9), §302(1)(2) and §305(8): a. The purpose of this plan for augmentation is to replace the net annual evaporation losses to North Turkey Creek from the open water surface of the Valley-Hi Ranch Pond. The Pond was constructed in 1965 and is located at an elevation of 7,800 feet. It is on-stream and remains full at all times. b. Evaporation losses have been determined using the criteria described in the "General Administration Guidelines for Reservoirs," dated October 2011, published by the Colorado Division of Water Resources. Weather data from the Evergreen weather station has been used. Since the Pond is on-stream, phreatophyte credit for the vegetation that existed in the historic bed of the Pond is applicable. c. The net annual evaporation rate at the location of the Valley-Hi Ranch Pond has been determined to be 12 inches, based on a gross evaporation rate of 36.0 inches, an average effective annual precipitation of 13.29 inches and the application of phreatophyte credits. The depletion to the stream system associated with evaporation from the pond, assuming a maximum surface area of 0.5 of an acre at all times, is 0.5 of an acre foot per year. The monthly distribution of depletions in acre feet is as follows:

Jan Feb March April May June July Aug Sept Oct Nov Dec Tot.

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0 0 0.018 0.073 0.049 0.073 0.072 0.059 0.062 0.072 0.022 0 0.50

d. The required volume of augmentation water will be provided from the sources described in Paragraph No. 2, above. Due to the small volume of annual stream depletions projected to occur under this plan, instantaneous stream depletions may be aggregated and replaced by one or more releases from storage of short duration. e. During those times when the exchange decreed in Case No. 2001CW293 can be operated, depletions to North Turkey Creek and Turkey Creek from the Valley-Hi Ranch Pond will be augmented by either continuously leaving a portion of MMRC's Warrior Ditch and/or Harriman Ditch direct flow water rights in the stream or periodically releasing water stored in Soda Lakes Reservoirs. During times when such an exchange cannot be operated, depletions will primarily be augmented by periodically releasing water from Meadowview Reservoir. f. The point of depletion to Turkey Creek and portions of North Turkey Creek that is associated with the operation of the Valley-Hi Ranch Pond is within the exchange reach described in the Decree entered in Case No. 2001CW293. Therefore, no separate exchange priority is required for the operation of this augmentation plan regarding such depletions. However, since depletions will also occur at upstream points on North Turkey Creek, the Pittingers assert an appropriative right of substitute supply and exchange pursuant to C.R.S. §37-80-120 and §37-92-302(1)(a). The reach of the exchange shall extend from the confluence of an unnamed tributary of North Turkey Creek and North Turkey Creek in the SW1/4 SE1/4 of Section 26, Township 5 South, Range 71 West, 6th P.M., Jefferson County; and thence up North Turkey Creek to the point where depletions from the Pond impact the stream in the SE1/4 NE1/4 of Section 3, Township 6 South, Range 71 West, 6th P.M. The exchange will operate to replace depletions to the flow of water in North Turkey Creek, Turkey Creek, Bear Creek and the South Platte River as the depletions occur. The exchange will be administered with a priority date of September 30, 2014, at a maximum flow rate of 0.002 of a cubic foot per second. 4. Name(s) and Address(es) of Owners or Reputed Owner(s) of the Land upon which any new Diversion or Storage Structure, or Modification to any Existing Diversion or Storage Structure is or will be Constructed or upon which Water is or will be Stored, Including any Modification to the Existing Storage Pool: Not Applicable. WHEREFORE, Applicants request the entry of a decree approving this Application, specifically determining that the source and location of delivery of augmentation water are sufficient to eliminate material injury to vested water rights. (7 pages and one exhibit). AMENDMENTS 07CW326 Great Western Development Company, Inc., 252 Clayton Street, Fourth Floor, Denver, Colorado 80206. c/o Stephen C. Larson, David F. Bower Johnson & Repucci LLP, 2521 Broadway, Suite A, Boulder, Colorado 80304. Third Amended Application for Conditional Water Rights and for Approval of a Plan for Augmentation IN WELD COUNTY. Overview. Applicant is developing lands near Windsor located in Sections 23, 25, 26, 27, 34, 35 and 36, Township 6 North, Range 67 West, and Section 30, Township 6 North, Range 66 West, of the 6th P.M., Weld County, Colorado, including lands within the current or future boundaries of the Great Western Metropolitan District Nos. 1–7, as those boundaries may expand from time to time (the “Great Western Property”). A map showing the current boundaries of the Great Western Property is attached hereto as Exhibit A. Great Western is building a non-potable system for the mixed use development, to provide water for non-agricultural irrigation, commercial and industrial uses, and filling and maintaining three reservoirs. This application requests conditional groundwater rights for a well field, a surface water right, and storage water rights for three on-site reservoirs for the Great Western Property. Applicant also requests approval of a plan for augmentation to replace out-of-priority depletions resulting from the

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diversion and use of water under these new water rights and from any exposed ground water depletions caused by the three on-site reservoirs before they are lined. Net out-of-priority depletions will be replaced with fully-consumable water rights available to Applicant from changed shares in the Whitney Irrigating Ditch Company (the “Great Western Shares”), from water stored in the 35th Avenue Reservoir near Greeley, and/or from any other additional or alternative source of replacement water approved for such use by the Water Court. The changed shares will be used in the augmentation plan directly and/or through releases of changed water stored in the three on-site reservoirs. Water stored in-priority under the conditional storage water rights for the three on-site reservoirs and from the 35th Avenue Reservoir may also be released, as available, as a source of augmentation water. Water stored in the 35th Avenue Reservoir may also be exchanged up the Cache la Poudre River to the Great Western Property under the appropriative right of exchange claimed in this case. Applicant’s depletions under this plan will not exceed the amount capable of being augmented in time, location, and amount by all augmentation supplies described herein. APPLICATION FOR UNDERGROUND WATER RIGHTS. Name of Structures. Great Western Well Nos. 1-12 (collectively, the “Great Western Wells”). Legal Description. The Great Western Wells will be located on the Great Western Property, as that property may be expanded from time to time. It is anticipated that the wells will be in the following areas: (a) the N1/2 of the NE1/4 of Section 27; (b) the N1/2 of the NW1/4 of Section 26; (c) the N1/2 of the NE1/4 of Section 26; (d) the SE1/4 of the SE1/4 of Section 23; and (e) the NE1/4 of the NE1/4 of Section 25. All located in Township 6 North, Range 67 West, of the 6th P.M. Applicant reserves the right to locate the Great Western Wells anywhere on the Great Western Property, so long as it replaces depletions from the wells in time, location, and amount. Amounts Claimed. 450 gpm (~1.0 cfs), conditional, for each well. Applicant may construct fewer wells with greater production capacity, so long as the total rate of withdrawal for all wells constructed under this decree does not exceed 5,400 gpm (~12.0 cfs). Source. Alluvial groundwater tributary to the Cache la Poudre River for all wells. Uses. Non-potable municipal, commercial, industrial (including process water), irrigation, recreation, piscatorial, construction and dust suppression, fish and wildlife habitat, fire protection, wetlands creation and maintenance, aesthetic uses and augmentation/replacement. Date of Appropriation. December 28, 2007 for all Great Western Well Nos. 1-10. Date of filing this third amended application for Great Western Well Nos. 11 and 12. Appropriation was initiated by the filing of the original application and third amended application in this case. Name of Owner of Land Upon Which Structures Are Located. Great Western Well Nos. 1, 2, 6, 8, 9, and 10 are located on land owned by Broe Land Acquisitions II, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206. Great Western Well Nos. 3 and 4 are located on land owned by Windsor Renewal I, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206. Great Western Well Nos. 5 and 7 are located on land owned by Broe Land Acquisitions 10, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206. Great Western Well Nos. 11 and 12 are located on land owned by M2 Landco, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206. APPLICATION FOR SURFACE WATER RIGHT. Name of Water Right. Great Western Surface Diversion. Legal Descriptions of Points of Diversion. The Great Western Surface Diversion will be diverted through the following three alternate points of diversion: Great Western Surface Diversion No. 1, which will divert at the existing Whitney Ditch headgate, which is located on the north side of the Cache La Poudre River in the NW1/4 of the SE1/4, Section 19, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. Great Western Surface Diversion No. 2, which will be a new diversion structure to be constructed on the North (left) bank of the Cache La Poudre River in the N1/2 of the SE1/4, Section 35, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. Great Western Surface Diversion No. 3, which will be a new diversion structure to be constructed on the North (left) bank of the Cache La Poudre River in the N1/2 of the SW1/4 or the S1/2 of the NW1/4, Section 36, Township 6 North, Range 67 West, of the 6th P.M., Weld County, Colorado. Amount Claimed. 20.0 cfs, conditional. The maximum cumulative rate of

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diversion from all of the Great Western Surface Diversion alternate points of diversion will not exceed 20.0 cfs. Source. Cache la Poudre River. Uses. Non-potable municipal, commercial, industrial (including process water), irrigation, recreation, piscatorial, construction and dust suppression, fish and wildlife habitat, fire protection, wetlands creation and maintenance, aesthetic uses and augmentation/replacement. Date of Appropriation. December 28, 2007. Appropriation was initiated by the filing of the original application in this case. Name of Owner of Land and Structures. The Whitney Irrigating Ditch Company owns the diversion structure described in paragraph 11(a) and the land where the points of diversion described in paragraphs 11(b) and 11(c) are to be located is owned by Broe Land Acquisitions II, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206 and Broe Land Acquisitions 11, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206, respectively. APPLICATION FOR WATER STORAGE RIGHTS. Names of Structures. Great Western Reservoir No. 1. Great Western Reservoir No. 2. Great Western Reservoir No. 3. Legal Descriptions. (a) Great Western Reservoir No. 1 will be located in the S1/2 of Section 27, Township 6 North, Range 67 West, of the 6th P.M. (b) Great Western Reservoir No. 2 will be located in the E1/2 of Section 35, Township 6 North, Range 67 West, of the 6th P.M. (c) Great Western Reservoir No. 3 will be located in the W1/2 of Section 36, Township 6 North, Range 67 West, of the 6th P.M. Great Western may change the location and configuration of the Great Western Reservoirs (e.g. as may be required for gravel mining operations) on the Great Western Property so long as the total cumulative capacity of the reservoirs does not exceed 1,800 acre-feet and the total combined surface area does not exceed 100 acres. Amount Claimed. Great Western Reservoir Nos. 1, 2 and 3 are claimed for the following dimensions and capacities: (a) Great Western Reservoir No. 1: Storage Capacity: 600 acre-feet, conditional. Surface Area: ~30 acres. Dam Height/Length: Great Western Reservoir No. 1 will be an excavated gravel pit constructed below surface, and may also have a surrounding embankment that will be less than 10 feet. Active Capacity: 100%. Dead Storage: 0%. (b) Great Western Reservoir No. 2: Storage Capacity: 600 acre-feet, conditional. Surface Area: ~30 acres. Dam Height/Length: Great Western Reservoir No. 2 will be an excavated gravel pit constructed below surface, and may also have a surrounding embankment that will be less than 10 feet. Active Capacity: 100%. Dead Storage: 0%. (c) Great Western Reservoir No. 3: Storage Capacity: 600 acre-feet, conditional. Surface Area: ~30 acres. Dam Height/Length: Great Western Reservoir No. 3 will be an excavated gravel pit constructed below surface, and may also have a surrounding embankment that will be less than 10 feet. Active Capacity: 100%. Dead Storage: 0%. Great Western Reservoir Nos. 1, 2, and 3 will be lined structures and will not intercept groundwater. Source. Cache La Poudre River via the Great Western Surface Diversion; Great Western Well Nos. 1-12; surface runoff; and precipitation. In addition to storing water under their own water rights, Great Western Reservoir Nos. 1-3 may store consumptive use credits from changed Whitney Shares. Legal Description of Points of Diversion. (a) Great Western Well Nos. 1-12, which are described in Section I above. (b) Great Western Surface Diversion Nos. 1-3, which are described in Section II above. Rate of Fill. 32.0 cfs, conditional, for each of the Great Western Reservoirs. Uses. Non-potable municipal, commercial, industrial (including process water), irrigation, recreation, piscatorial, construction and dust suppression, fish and wildlife habitat, fire protection, wetlands creation and maintenance, aesthetic uses and augmentation/replacement. Date of Appropriation. December 28, 2007. Appropriation was initiated by the filing of the original application in this case. Name of Owner of Land Upon Which Structures Are Located. Great Western Reservoir Nos. 1 and 2 are located on land owned by Broe Land Acquisitions II, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206. Great Western Reservoir No. 3 is located on land owned by Broe Land Acquisitions 11, LLC, 252 Clayton Street, 4th Floor, Denver, Colorado 80206. PLAN FOR AUGMENTATION. Overview. The requested plan for augmentation seeks to replace out-of-priority depletions resulting from operation of the non-potable water system on the property, including reservoir evaporation. Releases to replace out-of-priority depletions, including lagged

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depletions from well pumping, will be made from water rights described below. Name and Description of Structures to be Augmented. (a) Great Western Well Nos. 1-12, described in Section I above. (b) Great Western Surface Diversion, described in Section II above. (c) Great Western Reservoir Nos. 1-3, described in Section III above. Water Rights to be Used for Augmentation. (a) Fully consumable, historical consumptive use water associated with changed shares in the Whitney Irrigating Ditch Company. Applicant was granted a change in use of 112 Great Western Shares by decree of the Water Court in Case No. 08CW65, and is seeking a change in use of an additional 20 Great Western Shares in Case No. 13CW3167. Based on this change case, the 132 Great Western Shares currently available to Applicant yield approximately 1,807 acre-feet per year. Great Western reserves the right to use additional changed Whitney Shares in the plan for augmentation. Great Western may also use return flow credits available from use of the fully-consumable historical consumptive use credits associated with Great Western Shares. Great Western is entitled to claim return flow credits from use of 112 Great Western Shares pursuant to the decree in Case No. 08CW65 and may be entitled to additional return flow credits from other changed shares in the future. The original adjudication of the Whitney Irrigating Ditch water rights was entered by the Larimer County District Court on April 11, 1882 in Case No. CA 0320. The Whitney Ditch was granted two priorities for irrigation use: 48.23 cfs with an appropriation date of September 1, 1862, and 12.95 cfs with an appropriation date on September 10, 1871. The decreed point of diversion for these water rights is the north side of the Cache La Poudre River in the NW1/4 of the SE1/4, Section 19, Township 6 North, Range 67 West, of the 6th PM, Weld County. (b) Water stored in-priority under the conditional storage water rights requested in Section III, herein. (c) Water stored in the 35th Avenue Reservoir. The 35th Avenue Reservoir was originally decreed in Case No. 98CW476, Water Division 1, and a supplemental application for a storage right in the 35th Avenue Reservoir may also be filed. (d) Additional or alternative sources of replacement water sources approved for this plan for augmentation pursuant to § 37-92-305(8)(c). Depletions under this plan shall not exceed the amount capable of being augmented in time, place, and amount by the supplies described above. Projected Demands and Depletions. Demands. Based on current projections, the total anticipated water demands under this plan are estimated to be approximately 2,300 acre-feet annually. This overall water demand is comprised of an estimated 1,000 acre-feet per year for irrigation, an additional 1,000 acre-feet per year for industrial and commercial non-potable water needs (including process water), and approximately 300 acre-feet per year of evaporation replacement from the three Great Western Reservoirs. Depletions. Total consumptive use of water under this plan is anticipated to be 1,600 acre-feet annually. These total depletions are comprised of approximately 800 acre-feet of depletions from irrigation, 500 acre-feet from commercial and industrial uses including process water, and 300 acre-feet annually from evaporation. Return Flow Offsets. Great Western will offset its gross lagged out-of-priority well depletions and out-of-priority surface diversions by subtracting the total immediate and lagged return flows that accrue to the Cache la Poudre River. The return flows attributable to non-agricultural irrigation, commercial, industrial, and other decreed uses will vary depending on the type of use. Great Western may also claim return flow offsets from the non-potable system leakage. Applicant reserves the right to operate this plan for augmentation to replace depletions associated with a different mix of uses on the property other than the mix of uses described herein, so long as Applicant’s decreed augmentation source is sufficient to cover such depletions. Operation of Plan for Augmentation. Applicant will release augmentation water on a monthly basis, or otherwise as may be required by the Division Engineer, to replace actual out-of-priority depletions from the augmented structures. Applicant will obtain, as necessary, permission from the Whitney Irrigating Ditch Company to allow Applicant’s use of its headgate and ditch to divert the Great Western Surface Diversion water right and fill Great Western Reservoir Nos. 1-3. Applicant will install measuring devices and implement such accounting procedures as may be reasonably required by the State or Division Engineer to ensure that depletions are fully replaced

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in amount, timing, and location under this plan. Applicant shall submit accounting information to the Division Engineer on an annual basis, or such other basis as may be required by the State or Division Engineer. RIGHT OF EXCHANGE. Overview. Applicant claims a conditional appropriative right of exchange in order to replace out-of-priority depletions from the augmented structures using water released from the 35th Avenue Reservoir downstream of the Great Western Property. Applicant may also exchange water from the 35th Avenue Reservoir to the Great Western Reservoirs for storage and subsequent beneficial use under the right of exchange claimed herein. Applicant’s appropriative right of exchange for both purposes consists of the following components: Appropriative Right of Exchange. Downstream Terminus. The outlet of the 35th Avenue Reservoir into the Cache la Poudre River, located in the NE1/4 of the NE1/4 of Section 35, Township 6 North, Range 66 West, of the 6th P.M., Weld County, Colorado. Upstream Termini – For Replacement Purposes. Points of depletion on the Cache la Poudre River for the Great Western Wells and the Great Western Reservoirs, which is located in a stretch of river below the Whitney Ditch headgate described in paragraph 11(a) above and above the Canal No. 3 (a/k/a Greeley Canal No. 3), which is located in the NW1/4 of the SE1/4 of Section 32, Township 6 North, Range 65 West, of the 6th P.M., Weld County, Colorado. Upstream Termini – For Exchange Purposes. Great Western Surface Diversion No. 1, which is described in paragraph 11(a) above. Great Western Surface Diversion No. 2, which is described in paragraph 11(b) above. Great Western Surface Diversion No. 3, which is described in paragraph 11(c) above. Exchange rate. Up to 32 cfs, conditional. Date of appropriation. Date of filing this third amended application. Uses. Water may be exchanged from the 35th Avenue Reservoir up the Cache la Poudre River to the points of depletion for the Great Western Wells and Great Western Reservoirs (between the Whitney Ditch headgate and the Greeley Canal No. 3) in order to replace depletions from non-potable municipal, commercial, industrial (including process water), irrigation, recreation, piscatorial, construction and dust suppression, fish and wildlife habitat, fire protection, wetlands creation and maintenance, aesthetic, and augmentation and replacement uses under this plan for augmentation. Water may also be exchanged from the 35th Avenue Reservoir to be stored in the Great Western Reservoirs for storage and subsequent beneficial use for all uses decreed to the water stored in the Great Western Reservoirs. (12 pages) 14CW3055 City of Brighton, Attn: Curtis Bauers, Director of Utilities, 500 S. 4th Street, Brighton, Colorado 80601, (303) 655-2033. Please send all further pleadings to Brent A. Bartlett, Esq., and Sara J.L. Irby, Esq., Fischer, Brown, Bartlett & Gunn, P.C., 1319 E. Prospect Road, Fort Collins, CO 80525. FIRST AMENDMENT TO APPLICATION FOR FIDING OF REASONABLE DILIGENCE AND TO MAKE THE WATER RIGHT ABSOLUTE IN ADAMS COUNTY. 2. First Amendment: Applicant filed its original application for a finding of reasonable diligence and to make a portion of its water rights for the 124th Avenue Storage Pond (“124th Avenue Reservoir”) absolute on April 30, 2014 (the “Original Application”). Following the filing of the Original Application, Applicant’s undersigned counsel and engineers determined that during the diligence period and immediately thereafter Applicant was able to store and place to beneficial use the total claimed amount as set forth in Paragraph 5 herein. Accordingly, this First Amendment amends and supercedes the Original Application by 1) increasing the amount of water rights being claimed as absolute, and 2) providing evidence that Applicant was able to perfect the water right and make the total 1,000 a.f. storage water right and the 15 cfs flow rate absolute. 3. Name of Structure(s). 124th Avenue Storage Pond (“124th Avenue Reservoir”). 4. Describe conditional water right including the following information from previous decree: 4.1. Date of Original Decree: April 14, 2008, Case No. 2002CW234, District Court, Water Division No. 1, State of Colorado. 4.2. Legal Description/Location of Dam: The 124th Avenue Reservoir is a lined gravel pit and no dam exists. In order to provide a legal description a “dam measurement point” was selected, which is located in the NW1/4 of the SE1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M., in Adams County, 2,400 feet from the South

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section lines and 2,095 feet from the East section lines. The 124th Avenue Reservoir is located in the NW1/4 of the SE1/4 and the NE1/4 of the SW1/4 of Section 35, Township 1 South, Range 67 West of the 6th P.M., in Adams County. Both the dam measurement point and the location of the 124th Avenue Reservoir are shown on the map attached hereto as Figure 1. 4.3. Source: South Platte River. 4.4. Point of Diversion: The water right is diverted from the South Platte River via the Fulton Irrigation Ditch (“Ditch”) for storage in the 124th Avenue Reservoir. The capacity of the Ditch is 230 cfs. The decreed point of diversion for the Fulton Ditch headgate is located near Section 9, between Sections 16 and 17, Township 2 South, Range 67 West of the 6th P.M. The actual headgate location is in the NE1/4 of the SE1/4 of Section 17, Township 2 South, Range 67 West of the 6th P.M. 4.6. Appropriation Date: April 2, 2002. 4.7. Amount: 1,000 acre feet, CONDITIONAL, with a maximum rate of diversion for filling of 15 cfs, CONDITIONAL. 4.7. Use: The water may be used directly or by exchange, and to extinction, for all municipal uses, including but not limited to domestic, mechanical manufacturing, industrial, fire protection, sewage treatment, street sprinkling, irrigation of parks, lawns and grounds, augmentation and replacement, substitute supply, adjustment and regulation of municipal water systems, including further exchange with municipal water systems and with other water users, within the City of Brighton’s service area as it may exist both now and in the future. Brighton may also use the water for irrigating lawns and grounds within its municipal service area as it may exist now and in the future. 5. Claim to make absolute– water applied to beneficial use: 6.1. During the diligence period, Applicant stored and placed to beneficial use a total of 930.91 acre feet in the 124th Avenue Reservoir during free river conditions that occurred from March 1, 2014 through April 1, 2014. The flow rate utilized to exercise the water right during this free river time was 15 cfs. In addition, immediately following the diligence period, Applicant was able to divert, store and place to beneficial use an additional amount of water totaling 69.09 acre feet during free river times that occurred from May 14, 2014 through May 19, 2014 and on August 26, 2014. The maximum flow rate of diversion for filling the reservoir during these free river conditions was 7.00 cfs. Accordingly, pursuant to C.R.S. §37-92-301(4) and (5), Applicant claims as ABSOLUTE, for all decreed uses, 1,000 acre feet at a flow rate of 15.00 cfs for the 124th Avenue Reservoir. 6. Outline of what has been done toward completion or for completion of the appropriation and application of water to a beneficial use as conditionally decreed, including expenditures, during the previous diligence period: By this First Amendment, Applicant is increasing the amount claimed as absolute for the storage right and flow rate. Notwithstanding the foregoing, in the event the Court finds that any portion of the water rights remains conditional, Applicant reserves the right to claim that portion as conditional and, accordingly, submits that the following has been done toward the completion of the appropriation: 6.1. During the diligence period, Brighton completed the design and construction of the diversion structure into the 124th Avenue Reservoir, the 124th Avenue Pump Station and Gravity Line, and the 124th Avenue Augmentation Station off of the Fulton Ditch at a total cost of approximately $2,600,000. Brighton also spent more than $40,000 on maintenance and repair to the 124th Avenue Reservoir and associated structures, including without limitation maintaining the access road around the perimeter of the 124th Avenue Reservoir, replacing a meter on the diversion structure on the reservoir, and upgrading access to the pump houses. 6.2. The 124th Avenue Reservoir water right also is part of Brighton’s integrated municipal water supply system that is being constructed to supply water to the City of Brighton for municipal and other purposes. During the diligence period, Brighton engaged in the following efforts towards developing its integrated municipal water supply system: 6.2.1. Brighton completed design and construction of diversion and conveyance structures as part of its integrated municipal water system to move share water from the Fulton Ditch and the Brighton Lateral to the North Storm Drain Outfall. The Brighton Lateral Augmentation Station and associated pipeline, which diverts and carries water from the Brighton Lateral to carriage structures below the Midland Augmentation Station, was completed during the diligence period in 2008. The approximate cost of the Brighton Lateral Augmentation Station and

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carriage pipes was $175,000. 6.2.2. Brighton also constructed three diversion structures and associated gravity lines that convey share water to Ken Mitchell Lakes for storage, direct augmentation through the lakes, or for exchange from Ken Mitchell Lakes to upstream points, as part of the development of Brighton’s integrated municipal water system. The first diversion structure is the Fulton Lateral Augmentation Station and pipeline outfall into the 148th Avenue Gravity Pipeline leading to Ken Mitchell. The second structure is a diversion off of the main branch of the Fulton Ditch that outfalls into the 148th Avenue Gravity Pipeline. The last is a diversion structure off of the Brighton Lateral that is located at the top of the 148th Avenue Gravity Pipeline. The 148th Avenue Gravity Pipeline picks up water from these three diversion structures and then outfalls into Ken Mitchell Lakes, as part of Brighton’s integrated municipal water supply system. The 148th Avenue Gravity Pipeline and associated diversion structures were designed and constructed at an approximate cost of $4,000,000. 6.2.3. In addition, during this diligence period, Brighton continued to develop its conditional water rights associated with Ken Mitchell Lakes, which is part of Brighton’s integrated municipal water system. The Ken Mitchell Lakes project encompasses three main phases designated by Cell 1, Cell 2 and Cell 3 of Ken Mitchell Lakes. Cell 3 was constructed and lined during the diligence period and completed in early 2014 (Cell 1 was completed in the fall of 2004 and a pump station was completed in 2007). Overall, Applicant has spent a substantial sum, totaling more than $6,000,000, in engineering fees, construction fees and consulting fees towards the completion of its Ken Mitchell Lakes project. 6.2.4. Brighton also acquired Erger’s Pond during the diligence period, and the obligations associated with the enlargement of the pond and obtaining and maintaining the water right decrees for the pond. Brighton expended approximately $3,500,000 in related costs and expenses towards the acquisition of Erger’s Pond, as part of its integrated municipal water system. 6.2.5. Brighton also obtained decrees in Case No. 2009CW144 and Case No. 2004CW174, District Court, Water Division No. 1, on February 1, 2013 and February 27, 2013 respectively. Both decrees further develop Brighton’s unified municipal water system and include the right to store water represented by Brighton’s changed water rights in the 124th Avenue Reservoir. Case No. 04CW174 also allows Brighton to operate exchanges from 124th Avenue Reservoir. Brighton also obtained a decree in Case No. 2003CW320 on July 2, 2014 for a change of its shares of stock in the Barr Lake Division of the Farmers Reservoir and Irrigation Company and shares of stock in the Burlington Ditch, Reservoir and Land Company (“Changed Water Rights”), and also approved Brighton’s Beebe Draw Augmentation Plan, among other things. The decree in Case No. 2003CW320 permits Brighton to store the Changed Water Rights in the 124th Avenue Reservoir. Brighton also participated as an objector in various Water Court cases to protect its water rights, including the subject conditional water right, from injury by other water users. In total, Brighton spent in excess of $3,500,000 obtaining these decrees and participating as an objector in Water Court cases. 6.3. Applicant reserves the right to assert and demonstrate that during the diligence period other or additional activities have been undertaken or accomplished toward completion of the appropriation. 7. Names(s) and address(es) of owner(s) or reputed owners of the land upon which any new diversion or storage structure, or modification to any existing diversion or storage structure is or will be constructed or upon which water is or will be stored, including any modification to the existing storage pool. The headgate for filling the storage structure is on property owned by the Fulton Ditch Company, 25 South 4th Avenue, Brighton, Colorado 80601. All other structures are owned by Applicant, City of Brighton, Attn: Curtis Bauers, Director of Utilities, 500 S. 4th Street, Brighton, Colorado 80601. WHEREFORE, Brighton spectfully requests the Court to enter a decree: A. Finding that Brighton has proceeded with reasonable diligence toward the completion of the appropriations of water rights conditionally decreed for the storage of water in the 124th Avenue Reservoir; B. Finding that pursuant to C.R.S. §37-92-301(4) and (5), Brighton has exercised its water rights for the 124th Avenue Reservoir storage right in the amount of 1,000.00 acre feet ABSOLUTE and at a rate of 15.00 cfs ABSOLUTE, for all decreed uses, as further described herein; and C. Finding that in the

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event the Court concludes that any portion of the water right being claimed as absolute by this First Amendment remains conditional, continuing any remaining amounts as CONDITIONAL and in full force and effect for an additional diligence period. 7 pages.

14CW3092, (Case Nos. 86CW383, 98CW236, 05CW123) City of Loveland, 500 East 3rd Street, Loveland, Colorado 80537 (Direct all pleadings and correspondence to: Brian M. Nazarenus, Susan M. Ryan, and Allison P. Altaras, RYLEY CARLOCK & APPLEWHITE, 1700 Lincoln Street, Suite 3500, Denver, Colorado 80203). AMENDED APPLICATION FOR REASONABLE DILIGENCE AND TO MAKE A PORTION OF THE CONDITIONAL WATER RIGHT ABSOLUTE, LARIMER COUNTY. 1. Introduction. The City of Loveland (“Loveland”) filed its original Application for Reasonable Diligence and to Make a Portion of the Conditional Water Right Absolute in Case No. 14CW3092 on July 31, 2014 (“Application”). In its Application, Loveland sought to make absolute 4,616 acre-feet of the 15,000 acre-foot conditional water storage right originally decreed in Case No. 86CW383 and for reasonable diligence on the remaining 10,384 acre-feet. After filing the Application on July 31, 2014, Loveland diverted an additional 694 additional acre-feet of water into Green Ridge Glade Reservoir for storage between August 1 and August 11, 2014. By this Amended Application, Loveland seeks to make absolute an additional 694 acre-feet of the conditional water storage right, for a total of 5,310 acre-feet absolute and for reasonable diligence on the remaining 9,690 acre-feet. This Amended Application supersedes and replaces the original Application filed in this case. 3. Name and Legal Description of Structure. 3.1. Green Ridge Glade Reservoir (an enlargement of Loveland Municipal Reservoir No. 1). This reservoir is located in Sections 34 and 35, Township 6 North and Sections 2 and 3, Township 5 North, all in Range 70 West of the 6th P.M., Larimer County, Colorado. The west dam abutment bears South 2°24’05” West, 2,386.24 feet from the Northeast corner of Section 3, Township 5 North, Range 70 West of the 6th P.M., Larimer County, Colorado. Location maps are attached as Exhibits 1 and 2. The outlet is located approximately 3,400 feet North and 1,000 feet East of the Southwest Corner of Section 2, Township 5 North, Range 70 West of the 6th P.M., Larimer County, Colorado, and the dam extends from the SW1/4 of the NW1/4 of Section 2 into the NE1/4 of the SE1/4 of Section 3, Larimer County, Colorado. The lake will be filled through the Charles Hansen Feeder Canal from a headgate located in the NW1/4 of the SE1/4 of Section 34, Township 6 North, Range 70 West of the 6th P.M. taking water from the Big Thompson River. 3.2. Source of the Water. The Big Thompson River. 3.3. Date of Appropriation. March 4, 1980. 3.4. Amount. 9,690 acre-feet annually, CONDITIONAL, and 5,310 acre-feet annually, ABSOLUTE, at a rate of diversion not to exceed 550 cubic feet per second (cfs). 4. Description of Conditional Water Right. 4.1. Original Decree. The original decree was entered in Case No. 86CW383 on March 20, 1992 by the District Court, Water Division 1. In Case No. 86CW383, Loveland was decreed a conditional water right of 15,000 acre-feet, at a rate of diversion not to exceed 550 cfs of water for the diversion and storage of water for later beneficial use as follows: for all municipal purposes, including domestic, irrigation, watering of lawns, parks and grounds, commercial, industrial, mechanical, manufacturing, fire protection, sewage treatment, street sprinkling and cleaning, recreational, storage for later use, maintenance of operating detention, replacement, augmentation, exchange and operation of the municipal water and sewer system. 4.2. Subsequent Diligence Decrees. 4.2.1. Case No. 98CW236. The decree was entered on February 2, 1999 by the District Court, Water Division 1. The decree continued the conditional water storage right in the amount of 15,000 acre-feet for all purposes as described above in paragraph 4.1. 4.2.2. Case No. 05CW123. The decree was entered on July 18, 2008 by the District Court, Water Division No. 1. The decree continued the conditional water storage right in the amount of 15,000 acre feet for all purposes as described above in paragraph 4.1. 5. Detailed Outline of Work Done For the Completion of the Conditional Appropriation and For Reasonable Diligence. Pursuant to the original decree in 86CW383, the water storage right is part of Loveland’s

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municipal water supply and is used to satisfy the increasing need and demand for water resulting from population increases in Loveland. For purposes of showing diligence as to the completion of the appropriation for its water storage right, diligence as to any part of Loveland’s water rights system used to operate or benefit from the water storage right shall be diligence as to the completion of the storage right. This reservoir is part of the City of Loveland’s integrated water supply system, and the prior decree information is as follows: During the diligence period, Loveland has done at least the following work to complete the appropriation and for reasonable diligence of the water storage right decreed in 86CW383. (Expenditure numbers are rounded to the nearest $1000). 5.1. Water Stored in Green Ridge Glade Reservoir. Records of storage in Green Ridge Glade Reservoir, maintained by Loveland, show that Loveland has diverted and stored water under the conditional water storage right in the Reservoir during this diligence period. Diversions into Green Ridge Glade Reservoir under this water right began on May 12, 2014 and continued through August 11, 2014. Between May 12, 2014 and July 31, 2014, Loveland diverted and stored approximately 4,616 acre-feet. Between August 1, 2014 and August 11, 2014, Loveland diverted and stored an additional 694 acre-feet. See Loveland’s Water Rights Accounting Summary, attached as Exhibit 3. 5.2. Engineering Costs. Engineering costs were expended during the diligence period in connection with Loveland’s integrated water supply system, to perform water rights yield modeling, exchange potential modeling, appropriation of new water rights, changes to existing water rights, water rights protection and opposition, and water rights accounting. The total amount is: $398,000. 5.3. Legal Fees. Legal fees were expended during the diligence period in Loveland’s adjudicatory proceedings and for the appropriation of new water rights for its integrated water supply system. The total amount is: $1,328,000. Legal fees were expended during the diligence period in water rights protection and opposition on behalf of Loveland for its integrated water supply system: The total amount is: $199,000. 5.4 Grand Total. The Grand Total expended by Loveland during this diligence period as outlined above is: $1,925,000. 6. Claim to Make Absolute. During this diligence period, Loveland has captured, possessed, and controlled 4,616 acre-feet of the conditional water right for storage in Green Ridge Glade Reservoir. Loveland has captured, possessed, and controlled an additional 694 acre-feet of the conditional water right between August 1, 2014 and August 11, 2014. Pursuant to section 37-92-301(4)(e) of the Colorado Revised Statutes, Loveland seeks to make absolute 5,310 acre-feet of the conditional water storage right for all of the purposes described in paragraph 4.1 above. The date of appropriation is March 4, 1980. 7. Name and Addresses of Owners of Land Upon Which Any New Diversion or Storage Structure or Modification to Any Existing Diversion or Storage Structure or Existing Storage Pool Is or Will Be Constructed or Upon Which Water Is or Will Be Stored. City of Loveland, Colorado, 500 East 3rd Street, Loveland, Colorado 80537. WHEREFORE, Loveland respectfully requests that the Court grant this Application and enter a decree making absolute 5,310 acre-feet of the 15,000 acre feet conditional water storage right described herein and to continue 9,690 acre-feet of its conditional water right and for such other relief, which it deems proper. (6 pages & Exhibits 4 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 NOVEMBER 2014 (forms available on

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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.